EXHIBIT 4.1

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              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
                                    Depositor

                          MIDLAND LOAN SERVICES, INC.,
                                 Master Servicer

                             LENNAR PARTNERS, INC.,
                                Special Servicer

                        WELLS FARGO BANK MINNESOTA, N.A.,
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                            Dated as of March 1, 2002

                                  $992,871,599
                  Commercial Mortgage Pass-Through Certificates
                                Series 2002-CKP1

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TABLE OF CONTENTS

                                   ARTICLE I

                                  DEFINITIONS

Section 1.01      Defined Terms ..........................................
Section 1.02      Certain Calculations ...................................
Section 1.03      Loan Identification Convention .........................

                                   ARTICLE II

                              CONVEYANCE OF LOANS;
                       ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01      Conveyance of Loans ....................................
Section 2.02      Acceptance by Trustee ..................................
Section 2.03      Representations, Warranties and Covenants of the
                  Depositor; Repurchase of Loans by the Mortgage Loan
                  Sellers for Defects in Mortgage Files and Breaches
                  of Representations and Warranties ......................
Section 2.04      Execution of Certificates ..............................
Section 2.05      Creation of REMIC I; Issuance of REMIC I Regular
                  Interests and Class R-I Interest .......................
Section 2.06      Conveyance of REMIC I Regular Interests; Acceptance
                  of REMIC I Regular Interests by Trustee ................
Section 2.07      Creation of REMIC II; Issuance of REMIC II Regular
                  Interests and Class R-II Interest ......................
Section 2.08      Conveyance of REMIC II Regular Interests; Acceptance
                  of REMIC II Regular Interests by Trustee ...............
Section 2.09      Creation of REMIC III; Issuance of REMIC III Regular
                  Interests and Class R-III Interest .....................
Section 2.10      Conveyance of REMIC III Regular Interests;
                  Acceptance of REMIC III Regular Interests by Trustee ...
Section 2.11      Creation of REMIC IV; Issuance of REMIC IV Regular
                  Interests and Class R-IV Interest ......................
Section 2.12      Conveyance of REMIC IV Regular Interests; Acceptance
                  of REMIC IV Regular Interests by Trustee ...............
Section 2.13      Creation of REMIC V; Issuance of REMIC V
                  Certificates and Class R-V Interest ....................
Section 2.14      Issuance of Class R Certificate ........................

                                  ARTICLE III

                               ADMINISTRATION AND
                          SERVICING OF THE TRUST FUND

Section 3.01      Master Servicer to Act as Master Servicer; Special
                  Servicer to Act as Special Servicer; Administration
                  of the Loans ...........................................
Section 3.02      Collection of Loan Payments ............................
Section 3.03      Collection of Taxes, Assessments and Similar Items;
                  Servicing Accounts .....................................
Section 3.04      The Collection Account, Distribution Account and
                  Excess Interest Distribution Account ...................
Section 3.05      Permitted Withdrawals from the Collection Account
                  and the Distribution Account ...........................
Section 3.06      Investment of Funds in the Collection Account,
                  Servicing Accounts, Cash Collateral Accounts,
                  Lock-Box Accounts, the Interest Reserve Account,
                  Distribution Account, Excess Liquidation Proceeds
                  Account, Excess Interest Distribution Account and
                  the REO Account ........................................
Section 3.07      Maintenance of Insurance Policies; Errors and
                  Omissions and Fidelity Coverage ........................
Section 3.08      Enforcement of Due-On-Sale and Due-On-Encumbrance
                  Clauses; Assumption Agreements; Defeasance
                  Provisions; Other Provisions ...........................
Section 3.09      Realization Upon Defaulted Loans .......................
Section 3.10      Trustee to Cooperate; Release of Mortgage Files ........
Section 3.11      Servicing Compensation .................................
Section 3.12      Reports to the Trustee; Collection Account
                  Statements .............................................
Section 3.13      Annual Statement as to Compliance ......................
Section 3.14      Reports by Independent Public Accountants ..............
Section 3.15      Access to Certain Information ..........................
Section 3.16      Title to REO Property; REO Account .....................
Section 3.17      Management of REO Property .............................
Section 3.18      Sale of Defaulted Loans and REO Properties .............
Section 3.19      Additional Obligations of the Master Servicer and
                  Special Servicer; Inspections; Appraisals ..............
Section 3.20      Modifications, Waivers, Amendments and Consents ........
Section 3.21      Transfer of Servicing Between Master Servicer and
                  Special Servicer; Record Keeping; Asset Status
                  Report .................................................
Section 3.22      Sub-Servicing Agreements ...............................
Section 3.23      Representations, Warranties and Covenants of the
                  Master Servicer ........................................
Section 3.24      Representations, Warranties and Covenants of the
                  Special Servicer .......................................
Section 3.25      Limitation on Liability of the Directing
                  Certificateholder ......................................
Section 3.26      Reports to the Securities and Exchange Commission;
                  Available Information ..................................
Section 3.27      Lock-Box Accounts and Servicing Accounts ...............
Section 3.28      Interest Reserve Account ...............................
Section 3.29      Limitations on and Authorizations of the Master
                  Servicer and Special Servicer with Respect to
                  Certain Loans ..........................................
Section 3.30      REMIC Administration ...................................
Section 3.31      Master Servicer and Special Servicer May Own
                  Certificates ...........................................
Section 3.32      KRECM to Perform Certain Duties for Performing Loans ...

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01      Distributions ..........................................
Section 4.02      Statements to Certificateholders; Reports by
                  Trustee; Other Information Available to the Holders
                  and Others .............................................
Section 4.03      P&I Advances ...........................................
Section 4.04      Allocation of Collateral Support Deficit ...............
Section 4.05      Reserved ...............................................
Section 4.06      Reserved ...............................................
Section 4.07      Grantor Trust Reporting ................................

                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01      The Certificates .......................................
Section 5.02      Registration of Transfer and Exchange of
                  Certificates ...........................................
Section 5.03      Book-Entry Certificates ................................
Section 5.04      Mutilated, Destroyed, Lost or Stolen Certificates ......
Section 5.05      Persons Deemed Owners ..................................
Section 5.06      Access to Certificateholders' Names and Addresses ......

                                   ARTICLE VI

                            THE DEPOSITOR, THE MASTER
                        SERVICER AND THE SPECIAL SERVICER

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

                                   ARTICLE VII

                                     DEFAULT

Section 7.01      Events of Default; Master Servicer and Special
                  Servicer Termination ...................................
Section 7.02      Trustee to Act; Appointment of Successor ...............
Section 7.03      Notification to Certificateholders .....................
Section 7.04      Waiver of Events of Default ............................
Section 7.05      Trustee Advances .......................................

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

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

                                   ARTICLE IX

                                   TERMINATION

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

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.01     Amendment ..............................................
Section 10.02     Recordation of Agreement; Counterparts .................
Section 10.03     Limitation on Rights of Certificateholders .............
Section 10.04     Governing Law ..........................................
Section 10.05     Notices ................................................
Section 10.06     Severability of Provisions .............................
Section 10.07     Grant of a Security Interest ...........................
Section 10.08     Successors and Assigns; Beneficiaries ..................
Section 10.09     Article and Section Headings ...........................
Section 10.10     Notices to Rating Agencies .............................

SCHEDULES

I     Rates Used in Determination of Class A-SP and Class A-X Pass-Through Rates


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EXHIBITS

A-1   Form of Class A-1, Class A-2 and Class A-3 Certificate
A-2   Form of Class A-SP Certificate
A-3   Form of Class A-X Certificate
A-4   Form of Class B, Class C, Class D and Class E Certificate
A-5   Form of Class F, Class G, Class H and Class J-AD Global Certificate
A-6   Form of Class K-Z, Class L, Class M, Class N, Class O, Class P, Class Q
      and Class S Global Certificate
A-7   Form of Class V Certificate
A-8   Form of Residual Certificate
B     Mortgage Loan Schedule
C-1   Form of QIB Investment Representation Letter - Qualified Institutional
      Buyer
C-2   Form of Regulation S Investment Representation Letter - Non-U.S. Person
C-3   Form of Investment Representation Letter - Institutional Accredited
      Investor
D-1   Form of Transfer Affidavit
D-2   Form of Transferor Letter
E     List of Mezzanine Loans
F     Form of Request for Release
G     Form of CMSA Servicer Watch List
H     Form of Affidavit of Lost Note
I     Investor Certification
J-1   Form of Intermediate Trustee (or Custodian) Certification
J-2   Form of Final Trustee (or Custodian) Certification
K     Form of Notice and Certification Regarding Defeasance of Mortgage Loans
L     Loans to be serviced by KRECM as Primary Servicer


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            This Pooling and Servicing Agreement (the "Agreement"), is dated as
of March 1, 2002, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as
Depositor, MIDLAND LOAN SERVICES, INC., as Master Servicer, LENNAR PARTNERS,
INC., as Special Servicer, and WELLS FARGO BANK MINNESOTA, N.A., as Trustee.

                             PRELIMINARY STATEMENT:

            The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
multiple classes (each, a "Class"), which in the aggregate will evidence the
entire beneficial ownership interest in the trust fund (the "Trust") to be
created hereunder, the primary assets of which will be a pool of 156 multifamily
and commercial mortgage loans listed on Exhibit B hereto. As provided herein,
the Trustee shall elect or shall cause an election to be made that each of REMIC
I, REMIC II, REMIC III, REMIC IV and REMIC V (each as defined herein) be treated
for federal income tax purposes as a "real estate mortgage investment conduit"
(a "REMIC"). The Excess Interest and the Excess Interest Distribution Account
shall not be assets of any REMIC but shall be treated as assets of a grantor
trust under Subpart E, Part I of Subchapter J of the Code. The Class V
Certificates will represent undivided beneficial interests in the portion of the
Trust Fund consisting of the Excess Interest and the Excess Interest
Distribution Account.

            As provided herein, the Trustee shall elect or cause an election to
be made to treat each REMIC (as described in Article II hereof) as a REMIC for
federal income tax purposes. REMIC V will issue the following classes of
Certificates:

                                    REMIC V

                                           Original
                                          Certificate
                                        Balance (or, in
                                        the case of the
                                       Class A-X or A-SP
                                         Certificates,          Initial
    Class                              Original Notional      Ratings(1)
 Designation       Pass-Through Rate       Balance)           Moody's/S&P
-------------      -----------------   -----------------      -----------

Class A-1               4.6270%            $54,740,000        Aaa/AAA
Class A-2               6.2210%           $112,435,000        Aaa/AAA
Class A-3               6.4390%           $601,059,000        Aaa/AAA
Class A-X                 (2)             $992,871,599(4)     Aaa/AAA
Class A-SP                (3)             $591,275,000(4)     Aaa/AAA
 Class B                6.5740%            $39,715,000        Aa2/AA
 Class C                6.6570%            $13,652,000        Aa3/AA-
 Class D                6.7160%            $26,063,000         A2/A
 Class E                6.8010%            $14,893,000         A3/A-
 Class F                  (5)              $13,652,000       Baa1/BBB+
 Class G                  (6)              $14,893,000        Baa2/BBB
 Class H                  (7)              $14,893,000       Baa3/BBB-
Class J-AD              6.2940%            $19,857,000       Baa3/BBB-
Class K-Z               6.2940%            $19,857,000(8)     Ba1/BB+
 Class L                6.2940%            $16,134,000        Ba2/BB
 Class M                6.2940%             $8,688,000        Ba3/NR
 Class N                6.2940%             $7,447,000         B1/B+
 Class O                6.2940%             $8,687,000         B2/B
 Class P                6.2940%             $4,965,000         B3/B-
 Class Q                6.2940%             $4,964,000       Caa2/CCC
Class R-V               None(9)             None(9)            NR/NR
 Class S                6.2940%            $16,134,599         NR/NR

----------
(1)   The Certificates marked "NR" have not been rated by the applicable Rating
      Agency.
(2)   The Class A-X Pass-Through Rate, as defined herein.
(3)   The Class A-SP Pass-Through Rate, as defined herein.
(4)   Original Notional Balance. The Class A-X and Class A-SP Certificates will
      not have a Certificate Balance and will not be entitled to receive
      distributions of principal.
(5)   The lesser of 7.0670% and the Weighted Average Net Mortgage Rate.
(6)   The lesser of 7.1650% and the Weighted Average Net Mortgage Rate.
(7)   The Weighted Average Net Mortgage Rate.
(8)   The maximum amount to which the Certificate Balance of the Class K-Z
      Certificates can accrete. The Certificate Balance of the Class K-Z
      Certificates is initially zero.
(9)   The Class R-V Interest will not have a Certificate Balance or Notional
      Balance, will not bear interest and will not be entitled to distributions
      of Yield Maintenance Charges. Any Available Distribution Amount remaining
      in the REMIC V Distribution Account after all required distributions under
      this Agreement have been made to each other Class of Certificates will be
      distributed to the Holders of the Class R Certificates.

            The parties intend that the portion of the Trust Fund representing
the Excess Interest, the Excess Interest Distribution Account and the escrow
account established under Section 3.08(p) 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 and that the Class V Certificates shall
represent undivided beneficial interests in the portion of the Trust Fund
consisting of the Excess Interest and the Excess Interest Distribution Account.

            As of the close of business on the Cut-off Date (as defined herein),
the Loans had an aggregate principal balance, after application of all payments
of principal due on or before such date, whether or not received, equal to
$992,871,599.

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

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01 Defined Terms.

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

            "Accountant's Statement": As defined in Section 3.14.

            "Accrued Certificate Interest Amount": With respect to each
Distribution Date and each Class of Regular Certificates, an amount equal to
interest for the related Interest Accrual Period at the Pass-Through Rate
applicable to such Class of Certificates for such Distribution Date, accrued on
the related Certificate Balance of such Class (or, in the case of the Class A-X
and A-SP Certificates, on the Notional Balance thereof) immediately prior to
such Distribution Date. The Accrued Certificate Interest Amount for each such
Class shall be calculated on the basis of a 360-day year composed of twelve
30-day months. The Accrued Certificate Interest Amount for the Class K-Z
Certificates shall equal the Accrued Interest for the Class K-Z-2 REMIC V
Regular Interest (before reduction thereof by the portion of the Uncovered
Prepayment Interest Shortfall Amount allocable thereto). The Accrued Certificate
Interest Amount for each other Class of Regular Certificates shall equal the
Accrued Interest thereon (before reduction thereof by the portion of the
Uncovered Prepayment Interest Shortfall Amount allocable thereto).

            "Accrued Interest": The interest accrued from time to time in
respect of any REMIC I Regular Interest (calculated in accordance with Section
2.05(g)), any REMIC II Regular Interest (calculated in accordance with Section
2.07(g)), any REMIC III Regular Interest (calculated in accordance with Section
2.09(g)), any REMIC IV Regular Interest (calculated in accordance with Section
2.11(g)), any Class K-Z REMIC V Regular Interest (calculated in accordance with
Section 2.13(g)) and any Class of Regular Certificates (calculated in accordance
with Section 2.13(g)), in each such case taking account of any reductions in the
amount of such interest as a result of Uncovered Prepayment Interest Shortfall
Amounts.

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

            "Additional Collateral": With respect to the Additional Collateral
Loan, the cash reserve or irrevocable letter of credit partially securing the
Additional Collateral Loan.

            "Additional Collateral Loan": The Loan known as Colonial Village
Apartments and designated as Loan No. 81 on the Mortgage Loan Schedule, the Loan
known as Park High Apartments and designated as Loan No. 111 on the Mortgage
Loan Schedule, the Loan known as The Summit - Phase II and designated as Loan
No. 12 on the Mortgage Loan Schedule, the Loan known as Village Square
Apartments and designated as Loan No. 60 on the Mortgage Loan Schedule, the Loan
known as Franklin Marketplace Shopping Center and designated as Loan No. 52 on
the Mortgage Loan Schedule, the Loan known as Bruton Oaks Apartments and
designated as Loan No. 33 on the Mortgage Loan Schedule, the Loan known as the
Medical Pavilion and designated as Loan No. 30 on the Mortgage Loan Schedule,
the Loan known as Scott Plaza Apartments and designated as Loan No. 93 on the
Mortgage Loan Schedule, the Loan known as Metroplaza Shopping Center and
designated as Loan No. 100 on the Mortgage Loan Schedule, the Loan known as 130
Fifth Avenue and designated as Loan No. 13 on the Mortgage Loan Schedule and the
Loan known as Fisher's Mercantile Center and designated as Loan No. 67 on the
Mortgage Loan Schedule.

            "Additional Trust Fund Expenses": An expense of the Trust Fund that
(i) arises out of a default on a Loan or an otherwise unanticipated event, (ii)
is not covered by a Servicing Advance or a corresponding collection from the
related Borrower and (iii) does not represent a loss on a Loan arising from the
inability of the Master Servicer and/or Special Servicer to collect all amounts
due and owing under the Loan, including by reason of the fraud or bankruptcy of
the Borrower or, to the extent not covered by insurance, a casualty of any
nature at a Mortgaged Property.

            "Adjusted REMIC IV Remittance Rate": As defined in Section 2.13(d).

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

            "Adverse REMIC Event": As defined in Section 3.3028f).

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

            "Agent": As defined in Section 5.02(g)(i)(A).

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

            Anticipated Repayment Date": With respect to any ARD Loan,
designated as such on the Mortgage Loan Schedule, the date upon which such ARD
Loan starts to accrue interest at its Revised Rate.

            "Appraisal": An appraisal prepared in accordance with 12 C.F.R. ss.
225.64 by an Appraiser selected by the Master Servicer or Special Servicer, as
applicable.

            "Appraisal Reduction Amount": For any Distribution Date and for any
Loan as to which an Appraisal Reduction Event has occurred, an amount calculated
by the Special Servicer (and confirmed by the Master Servicer) equal to the
excess, if any, of (a) the Stated Principal Balance of such Loan over (b) the
excess of (i)(A) 90% of the Appraised Value of the related Mortgaged Property as
determined (1) with respect to any Loan with an outstanding principal balance
equal to or greater than $2,000,000, by one or more Appraisals (the costs of
which shall be paid by the Master Servicer as a Servicing Advance) or (2) with
respect to any Loan with an outstanding principal balance less than $2,000,000,
by an Appraisal (or an update of a prior Appraisal) (the costs of which shall be
paid by the Master Servicer as a Servicing Advance) or an internal valuation
performed by the Special Servicer plus (B) any letter of credit, reserve, escrow
or similar amount held by the Master Servicer which may be applied to payments
on the Loan over (ii) the sum of (X) to the extent not previously advanced by
the Master Servicer or the Trustee, all unpaid interest on such Loan at a per
annum rate equal to its Mortgage Rate, (Y) all unreimbursed Advances in respect
of such Loan together with interest thereon at the Reimbursement Rate and (Z)
all currently due and unpaid real estate taxes and assessments, Insurance Policy
premiums, ground rents and all other amounts due and unpaid with respect to such
Loan, net of any amounts currently escrowed for such amounts (which taxes,
assessments, premiums, ground rents and other amounts have not been subject to
an Advance by the Master Servicer or the Trustee and/or for which funds have not
been escrowed); provided that if neither a required Appraisal has been obtained
nor an internal valuation is completed within the period required under Section
3.19(d) with respect to such Loan, the Appraisal Reduction Amount shall be equal
to 25% of the Stated Principal Balance of such Loan as of the date of the
related Appraisal Reduction Event.

            Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction Amount related to a Loan or the related REO Property will be
reduced to zero as of the date such Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust Fund.

            "Appraisal Reduction Event": With respect to any Loan, the earliest
of (i) 120 days after an uncured delinquency (without regard to the application
of any grace period) occurs in respect of such Loan, (ii) the date on which a
reduction in the amount of Monthly Payments on such Loan, or a change in any
other material economic term of such Loan (other than an extension of the
Maturity Date for a period of six months or less), becomes effective as a result
of a modification of such Loan by the Special Servicer, (iii) 60 days after a
receiver has been appointed for the Borrower of the related Mortgaged Property,
(iv) 30 days after a Borrower declares bankruptcy, (v) 60 days after the
Borrower has become the subject of a decree or order for a bankruptcy proceeding
that shall have remained in force undischarged and unstayed, and (vi)
immediately after a Loan becomes an REO Loan; provided, however, that an
Appraisal Reduction Event shall not be deemed to occur at any time on and after
the dates when the aggregate Certificate Balances of all Classes of Certificates
(other than the Class A Certificates) have been reduced to zero. The Special
Servicer shall notify the Master Servicer promptly upon the occurrence of any of
the foregoing events.

            "Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof as determined by an Appraisal.

            "Appraiser": An Independent MAI, state certified organization with
five years of experience in properties of like kind and in the same geographic
area.

            "ARD Loan": A Loan that is designated as such on the Mortgage Loan
Schedule.

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

            "Assignable Primary Servicing Fee": Any Primary Servicing Fee that
is payable to Midland or its permitted assignee pursuant to Section 3.11(a) and
subject to reduction by the Trustee pursuant to Section 3.11(a).

            "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument, executed by the
related Borrower, assigning to the related mortgagee all of the income, rents
and profits derived from the ownership, operation, leasing or disposition of all
or a portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the date hereof and from time to time hereafter.

            "Assumed Scheduled Payment": For any Due Period and with respect to
any Loan that is delinquent in respect of its Balloon Payment (including any REO
Loan as to which the Balloon Payment would have been past due), an amount equal
to the sum of (a) the principal portion of the Monthly Payment that would have
been due on such Loan on the related Due Date based on the constant payment
required by the related Note or the original amortization schedule thereof (as
calculated with interest at the related Mortgage Rate), if applicable, assuming
such Balloon Payment had not become due, after giving effect to any modification
of such Loan, and (b) interest on the Stated Principal Balance of such Loan at
the applicable Mortgage Rate (less the Master Servicing Fee Rate and Primary
Servicing Fee Rate).

            "Authenticating Agent": Wells Fargo Bank Minnesota, N.A., a national
banking association, or any agent of the Trustee appointed to act as
Authenticating Agent pursuant to Section 5.01.

            "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum (without duplication) of:

            (a) the aggregate amount received on or with respect to the Loans
(and any related REO Properties) and on deposit in the Collection Account as of
the close of business on the Business Day preceding the Master Servicer
Remittance Date, exclusive of the following amounts (without duplication):

            (i) all Monthly Payments collected but due on a Due Date after the
      end of the related Due Period;

            (ii) all Principal Prepayments, Balloon Payments, Liquidation
      Proceeds or Insurance and Condemnation Proceeds, all amounts paid in
      connection with Loan repurchases pursuant to Section 2.03(b), and all
      other unscheduled recoveries received or deemed received after the related
      Determination Date;

            (iii) all amounts in the Collection Account that are payable or
      reimbursable to any Person from such account pursuant to clauses (ii)
      through (xviii), inclusive, of Section 3.05(a);

            (iv) all amounts that are payable or reimbursable to any Person
      pursuant to clauses (iii) through (v), inclusive, of Section 3.05(b);

            (v) all Yield Maintenance Charges (other than the portion thereof
      that constitutes part of the Special Principal Distribution Amount for
      such Distribution Date);

            (vi) all amounts deposited in the Collection Account in error;

            (vii) any net interest or net investment income on funds on deposit
      in the Collection Account or any REO Account or in Permitted Investments
      in which such funds may be invested;

            (viii) with respect to any Distribution Date relating to each
      Interest Accrual Period ending in each February or in any January in a
      year which is not a leap year, an amount equal to one day of interest on
      the Stated Principal Balance of each Loan as of the Distribution Date in
      the month preceding the month in which such Distribution Date occurs at
      the related Mortgage Rates to the extent such amount is to be deposited in
      the Interest Reserve Account and held for future distribution pursuant to
      Section 3.28; and

            (ix) Excess Interest;

            (b) if and to the extent not already included in clause (a) hereof,
the aggregate amount transferred with respect to the Loans from the REO Account
to the Collection Account for such Distribution Date pursuant to Section
3.16(c);

            (c) the aggregate amount of any P&I Advances made in respect of the
Loans by the Master Servicer or the Trustee, as applicable, for such
Distribution Date pursuant to Section 4.03 or 7.05 (which P&I Advances shall not
include any related Master Servicing Fees, Primary Servicing Fees or Workout
Fees);

            (d) all funds released from the Interest Reserve Account for
distribution on such Distribution Date;

            (e) any payments required to be made by the Master Servicer pursuant
to Section 3.02(d); and

            (f) if and to the extent not already included in clause (a) hereof,
the aggregate amount transferred (pursuant to Section 3.05(d)) from the Excess
Liquidation Proceeds Account to the Distribution Account in respect of such
Distribution Date.

            "Balloon Loan": Any Loan that by its terms provides for an
amortization schedule extending beyond its Maturity Date.

            "Balloon Payment": With respect to any Balloon Loan and any date of
determination, the scheduled payment of principal due on the Maturity Date of
such Loan (less principal included in the applicable amortization schedule or
scheduled Monthly Payment).

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

            "Base Interest Fraction": With respect to any Principal Prepayment
on any Loan and any of the Class A-1, Class A-2, Class A-3, Class B, Class C,
Class D, Class E, Class F, Class G and Class H Certificates, a fraction (not
greater than 1) (a) whose numerator is the amount, if any, by which (i) the
Pass-Through Rate on such Class of Certificates exceeds (ii) the Yield Rate used
in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment and (b) whose denominator is the amount, if any, by which the (i)
Mortgage Rate on such Loan exceeds (ii) the Yield Rate (as provided by the
Master Servicer) used in calculating the Yield Maintenance Charge with respect
to such Principal Prepayment; provided, however, that if such Yield Rate is
greater than or equal to the lesser of (x) the Mortgage Rate on such Loan and
(y) the Pass-Through Rate described in clause (a)(i) above, then the Base
Interest Fraction shall be zero.

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

            "Borrower": With respect to any Loan, the obligor or obligors on any
related Note or Notes, including, without limitation, any Person that has
acquired the related Mortgaged Property and assumed the obligations of the
original obligor under the Note or Notes.

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

            "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in the states where the Collection Account,
Distribution Account, Trustee, Master Servicer or Special Servicer are located
and are authorized or obligated by law or executive order to remain closed.

            "Cash Collateral Account": With respect to any Loan that has a
Lock-Box Account, any account or accounts created pursuant to the related
Mortgage, Loan Agreement, Cash Collateral Account Agreement or other loan
document, into which account or accounts the Lock-Box Account monies are swept
on a regular basis for the benefit of the Trustee as successor to the applicable
Mortgage Loan Seller's interest in the Loans. Any Cash Collateral Account shall
be beneficially owned for federal income tax purposes by the Person who is
entitled to receive all reinvestment income or gain thereon in accordance with
the terms and provisions of the related Loan and Section 3.06, which Person
shall be taxed on all reinvestment income or gain thereon. The Master Servicer
shall be permitted to make withdrawals therefrom solely for deposit into the
Collection Account or a Servicing Account, or to remit to Borrower as required
by the related loan documents, as applicable. To the extent not inconsistent
with the terms of the related Loan, each such Cash Collateral Account shall be
an Eligible Account.

            "Cash Collateral Account Agreement": With respect to any Loan, the
cash collateral account agreement, if any, between the related Mortgage Loan
Originator and the related Borrower, pursuant to which the related Cash
Collateral Account, if any, may have been established.

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

            "Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2002-CKP1, as executed by the Trustee or
Certificate Registrar and authenticated and delivered hereunder by the
Authenticating Agent.

            "Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class A-X and Class A-SP Certificates), (i) on or
prior to the first Distribution Date, an amount equal to the Original
Certificate Balance of such Class as specified in the Preliminary Statement
hereto, and (ii) as of any date of determination after the first Distribution
Date, the Certificate Balance of such Class on the Distribution Date immediately
prior to such date of determination (determined as adjusted pursuant to Section
1.02(iii)). The Certificate Balance of the Class K-Z Certificates is described
in Section 2.13(e).

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

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

            "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided, however, that
solely for the purposes of giving any consent, approval or waiver pursuant to
this Agreement with respect to the rights, obligations or liabilities of the
Trustee, the Master Servicer or the Special Servicer, any Certificate registered
in the name of the Trustee, the Master Servicer, the Special Servicer or any
Affiliate of any of them shall be deemed not to be outstanding, and the Voting
Rights to which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any such
consent, approval or waiver has been obtained; provided that (i) such
restrictions shall not apply to the selection of the Controlling Class or the
exercise of the Special Servicer's or its Affiliates' rights as a member of the
Controlling Class and (ii) the foregoing shall not apply if the Trustee, the
Master Servicer or the Special Servicer, as the case may be, and/or their
Affiliates, own the entire Class of each Class of Certificates affected by such
action, vote, consent or waiver. The Trustee shall be entitled to request and
conclusively rely upon a certificate of the Master Servicer or the Special
Servicer in determining whether a Certificate is registered in the name of an
Affiliate of such Person. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and the Depository
Participants, except as otherwise specified herein; provided, however, that the
parties hereto shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.

            "Class": (i) collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical class designation and having the same
payment terms and (ii) each REMIC I Regular Interest, REMIC II Regular Interest,
REMIC III Regular Interest, REMIC IV Regular Interest and each of the K-Z-1
REMIC V Regular Interest and the K-Z-2 REMIC V Regular Interest.

            "Class A Certificate": Any Class A-1, Class A-2 or Class A-3
Certificate.

            "Class A-1 Certificate": A Certificate designated as "Class A-1" on
the face thereof, substantially in the form of Exhibit A-1 hereto.

            "Class A-1 Pass-Through Rate": 4.6270% per annum.

            "Class A-2 Certificate": A Certificate designated as "Class A-2" on
the face thereof, substantially in the form of Exhibit A-1 hereto.

            "Class A-2 Pass-Through Rate": 6.2210% per annum.

            "Class A-3 Certificate": A Certificate designated as "Class A-3" on
the face thereof, substantially in the form of Exhibit A-1 hereto.

            "Class A-3 Pass-Through Rate": 6.4390% per annum.

            "Class A-3A Component": A Component having the Component Notional
Amount set forth in clause (v) of the definition of "Class A-X Strip Rate."

            "Class A-3B Component": A Component having the Component Notional
Amount set forth in clause (iv) of the definition of "Class A-X Strip Rate."

            "Class A-X Certificate": A Certificate designated as "Class A-X" on
the face thereof, in the form of Exhibit A-3 hereto.

            "Class A-X Component": Any one of the components set forth under the
definition of "Class A-X Strip Rate."

            "Class A-X Pass-Through Rate": The per annum rate, expressed as a
percentage, equal to (i) as to any Distribution Date prior to the Distribution
Date on which the Certificate Balance of the Class J-AD Certificates has been
reduced to zero, the product of (A) 38.0% and (B) the weighted average of the
Class A-X Strip Rates of the Class A-X Components (weighted on the basis of
their respective Component Notional Balances) for such Distribution Date, (ii)
as to the Distribution Date on which the Certificate Balance of the Class J-AD
Certificates has been reduced to zero, 100% of such weighted average of the
Class A-X Strip Rates less the percentage thereof applied as Hyperamortization
Interest on such Distribution Date, and (iii) as to any Distribution Date after
the Distribution Date on which the principal balance of the Class J-AD
Certificates has been reduced to zero, such weighted average of the Class A-X
Strip Rates.

            "Class A-X Strip Rate": As to any Distribution Date, determined as
follows:

            (i) for purposes of accruing interest on those Components having
      Component Notional Balances corresponding to the respective total
      Certificate Balances of the Class A-1, A-2, G, H, J-AD, K-Z, L, M, N, O,
      P, Q and S Certificates, the excess, if any, of the Weighted Average Net
      Mortgage Rate over the Pass-Through Rate for the corresponding Class of
      Certificates;

            (ii) for purposes of accruing interest during the period from and
      including the March 2002 Interest Accrual Period and through and including
      the February 2009 Interest Accrual Period, on those Components having
      Component Notional Balances corresponding to the respective total
      Certificate Balances of the Class B, C, D, E and F Certificates, the
      excess, if any, of the Weighted Average Net Mortgage Rate over the I/O
      Split Rate;

            (iii) for purposes of accruing interest during the period after the
      February 2009 Interest Accrual Period on those Components having Component
      Notional Balances corresponding to the respective total Certificate
      Balances of the Class B, C, D, E and F Certificates, the excess, if any,
      of the Weighted Average Net Mortgage Rate over the Pass-Through Rate for
      the corresponding Class of Certificates;

            (iv) for purposes of accruing interest during the period from and
      including the March 2002 Interest Accrual Period through and including the
      February 2009 Interest Accrual Period on the Class A-3B Component, having
      a Component Notional Balance corresponding to the Uncertificated Principal
      Balance of the REMIC II Regular Interest A-3B, consisting of an amount
      equal to the lesser of $483,300,000 and the total Certificate Balance of
      the Class A-3 Certificates, the excess, if any, of the Weighted Average
      Net Mortgage Rate over the I/O Split Rate per annum;

            (v) for purposes of accruing interest during the period from and
      including the March 2002 Interest Accrual Period through and including the
      February 2009 Interest Accrual Period on the Class A-3A Component, having
      a Component Notional Balance corresponding to the Uncertificated Principal
      Balance of the REMIC II Regular Interest A-3A, consisting of an amount
      equal to the excess, if any, of the total Certificate Balance of the Class
      A-3 Certificates over $483,300,000, the excess, if any, of the Weighted
      Average Net Mortgage Rate over the Pass-Through Rate for the Class A-3
      Certificates; and

            (vi) for purposes of accruing interest during the period after the
      February 2009 Interest Accrual Period on the Class A-3A and Class A-3B
      Components, the excess, if any, of the Weighted Average Net Mortgage Rate
      over the Pass-Through Rate for the Class A-3 Certificates.

            "Class A-SP Certificate": A Certificate designated as "Class A-SP"
on the face thereof, in the form of Exhibit A-2 hereto.

            "Class A-SP Component": Any one of the components set forth under
the definition of "Class A-SP Strip Rate."

            "Class A-SP Pass-Through Rate": As to any Distribution Date, the per
annum rate, expressed as a percentage, equal to the weighted average of the
Class A-SP Strip Rates of the Class A-SP Components (weighted on the basis of
their respective Component Notional Balances) for such Distribution Date.

            "Class A-SP Strip Rate": As to any Distribution Date on or prior to
the Distribution Date in March 2009 and its related Interest Accrual Period,
determined as follows:

            (i) for purposes of accruing interest on the Class A-3B Component,
      having a Component Notional Balance corresponding to the Uncertificated
      Principal Balance of the REMIC II Regular Interest A-3B, consisting of an
      amount equal to the lesser of $483,300,000 and the total Certificate
      Balance of the Class A-3 Certificates, the excess, if any, of:

                  (A) the lesser of (i) the I/O Split Rate and (ii) the Weighted
            Average Net Mortgage Rate, over

                  (B) the Pass-Through Rate for the Class A-3 Certificates; and

            (ii) for purposes of accruing interest on those Components having
      Component Notional Balances corresponding to the total Certificate
      Balances of the Class B, C, D, E and F Certificates, the excess, if any,
      of:

                  (A) the lesser of (i) the I/O Split Rate and (ii) the Weighted
            Average Net Mortgage Rate, over

                  (B) the Pass-Through Rate for the corresponding Class of
            Certificates.

            "Class B Certificate": A Certificate designated as "Class B" on the
face thereof, in the form of Exhibit A-4 hereto.

            "Class B Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.5740%.

            "Class C Certificate": A Certificate designated as "Class C" on the
face thereof, in the form of Exhibit A-4 hereto.

            "Class C Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.6570%.

            "Class D Certificate": A Certificate designated as "Class D" on the
face thereof, in the form of Exhibit A-4 hereto.

            "Class D Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.7160%.

            "Class E Certificate": A Certificate designated as "Class E" on the
face thereof, in the form of Exhibit A-4 hereto.

            "Class E Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.8010%.

            "Class F Certificate": A Certificate designated as "Class F" on the
face thereof, in the form of Exhibit A-5 hereto.

            "Class F Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of 7.0670% and the Weighted Average Net Mortgage
Rate for such Distribution Date.

            "Class G Certificate": A Certificate designated as "Class G" on the
face thereof, in the form of Exhibit A-5 hereto.

            "Class G Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 7.1650% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

            "Class H Certificate": A Certificate designated as "Class H" on the
face thereof, in the form of Exhibit A-5 hereto.

            "Class H Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Rate.

            "Class J-AD Certificate": A Certificate designated as "Class J" on
the face thereof, in the form of Exhibit A-5 hereto.

            "Class J-AD Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.2940%.

            "Class K-Z Certificate": A Certificate designated as "Class K" on
the face thereof, in the form of Exhibit A-6 hereto.

            "Class K-Z Deferred Payment Amount": As defined in Section 2.13(d).

            "Class K-Z Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.2940%.

            "Class K-Z REMIC V Regular Interests": As defined in Section
2.13(b).

            "Class L Certificate": A Certificate designated as "Class L" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class L Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.2940%.

            "Class M Certificate": A Certificate designated as "Class M" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class M Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.2940%.

            "Class N Certificate": A Certificate designated as "Class N" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class Notional Amount": As defined in Section 2.13(f).

            "Class N Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.2940%.

            "Class O Certificate": A Certificate designated as "Class O" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class O Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.2940%.

            "Class P Certificate": A Certificate designated as "Class P" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class P Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.2940%.

            "Class Q Certificate": A Certificate designated as "Class Q" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class Q Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.2940%.

            "Class R Certificate": A Certificate designated as "Class R" on the
face thereof, in the form of Exhibit A-8 hereto.

            "Class S Certificate": A Certificate designated as "Class S" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class S Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 6.2940%.

            "Class V Certificate": A Certificate designated as "Class V" on the
face thereof, in the form of Exhibit A-7 hereto. The Class V Certificates have
no Pass-Through Rate, Certificate Balance or Notional Balance.

            "Clearstream": Clearstream, Luxembourg, societe anonyme (formerly
known as Cedelbank), a corporation organized under the laws of the Duchy of
Luxembourg.

            "Closing Date": March 26, 2002.

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

            "CMSA Bond Level File": The monthly report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Bond Level File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Bond Level File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Trustee, the Master Servicer (if the
Trustee will require any additional information from the Master Servicer) and
the Directing Certificateholder.

            "CMSA Collateral Summary File": The report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Collateral Summary File" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Collateral Summary File" available as of the Closing Date on the
CMSA Website, is reasonably acceptable to the Trustee, the Master Servicer (if
the Trustee will require any additional information from the Master Servicer)
and the Directing Certificateholder.

            "CMSA Comparative Financial Status Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Comparative Financial Status Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information as may from time to time be recommended by the CMSA for commercial
mortgage securities transactions generally and, insofar as it requires the
presentation of information in addition to that called for by the form of the
"Comparative Financial Status Report" available as of the Closing Date on the
CMSA Website, is reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable, and the Directing Certificateholder, and in any event,
setting forth, among other things, (a) the occupancy and debt service coverage
ratio for each Mortgage Loan or related Mortgaged Property, as applicable, as of
the date of the latest financial information (covering no less than twelve (12)
consecutive months) available immediately preceding the preparation of such
report; and (b) the revenue, expense and net operating income or net cash flow
for each of the following periods (to the extent such information is in the
Master Servicer's or the Special Servicer's possession or under its control):
(i) the most current available year-to-date, (ii) each of the previous two (2)
full fiscal years stated separately; and (iii) the "base year" (representing the
original analysis of information used as of the Cut-off Date). For the purposes
of the production by Master Servicer or the Special Servicer of any such report
that is required to state information for any period prior to the Cut-off Date,
the Master Servicer or the Special Servicer, as the case may be, may
conclusively rely (without independent verification), absent manifest error, on
information provided to it by the related Mortgage Loan Seller, by the related
Borrower or (x) in the case of such a report produced by the Master Servicer, by
the Special Servicer (if other than the Master Servicer or an Affiliate thereof)
and (y) in the case of such a report produced by the Special Servicer, by the
Master Servicer (if other than the Special Servicer or an Affiliate thereof).

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

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

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

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

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

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

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

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

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

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

            "CMSA Servicer Watch List": For any Determination Date, a report
substantially in the form of, and containing the information called for in
Exhibit G, or in such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and,
insofar as it requires the presentation of information in addition to that
called for by Exhibit G, is reasonably acceptable to the Master Servicer or
Special Servicer, as applicable, and the Directing Certificateholder; provided
that, until such time as the CMSA adopts a standard form of "Servicer Watch
List", such report shall identify all Mortgage Loans (other than Specially
Serviced Mortgage Loans) that are required by the criteria set forth on Exhibit
G hereto; and provided, further, that, upon adoption by the CMSA of a standard
format, such format shall be used for this report.

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

            "Code": The Internal Revenue Code of 1986, as amended from time to
time, and applicable final or temporary regulations of the U.S. Department of
the Treasury issued pursuant thereto.

            "Collateral Support Deficit": As defined in Section 4.04.

            "Collection Account": One or more separate custodial accounts
created and maintained by the Master Servicer or any Sub-Servicer on behalf of
the Master Servicer pursuant to Section 3.04(a) in the name of the Trustee on
behalf of the Certificateholders, into which the amounts set forth in Section
3.04(a) shall be deposited directly, which account shall be entitled
"[____________], in trust for Wells Fargo Bank Minnesota, N.A., as Trustee for
the benefit of Holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2002-CKP1, Collection
Account." Any such account or accounts shall be an Eligible Account and shall be
part of the REMIC I.

            "Commission": The Securities and Exchange Commission.

            "Component": Any one of the Class A-X Components or the Class A-SP
Components.

            "Component Notional Amount": As defined in Section 2.13(d).

            "Component Notional Balance": The notional balance of any Component
corresponding to the Certificate Balances of the Class A-1, Class A-2, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J-AD, Class K-Z,
Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates
and the Class A-3A and Class A-3B Components, as set forth in the definitions of
"Class A-X Strip Rate" and "Class A-SP Strip Rate."

            "Component Strip Rate": As defined in Section 2.13(d).

            "Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates (other than the Class A-X Certificates
and Class A-SP Certificates) then outstanding that has a Certificate Balance at
least equal to 25% of the initial Certificate Balance of such Class (or, in the
case of the Class K-Z Certificates, of the initial Certificate Balance of the
Class J-AD Certificates); or, if no such Class exists, the most subordinate
Class then outstanding. As of the Closing Date, the Controlling Class shall be
the Class S Certificates.

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

            "Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located (i) for certificate transfer purposes, at
Sixth and Marquette, Minneapolis, Minnesota 55479-0113, Attention: Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2002-CKP1 and (ii) for all other purposes, at 11000 Broken
Land Parkway, Columbia, Maryland 21044-3562, Attention: Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2002-CKP1.

            "Corrected Loan": Any Specially Serviced Loan that has become
current and remained current for three consecutive Monthly Payments (for such
purposes taking into account any modification or amendment of such Loan) and as
to which Loan the Special Servicer has returned servicing to the Master Servicer
pursuant to Section 3.21(a).

            "Credit File": Any documents, other than documents required to be
part of the related Mortgage File, in the possession of the Master Servicer and
relating to the origination and servicing of any Loan.

            "Crossed Loan": Any Loan which is cross-defaulted and
cross-collateralized with any other Loan.

            "Crossed Loan Repurchase Criteria": (i) The Debt Service Coverage
Ratio for all remaining related Crossed Loans for the four calendar quarters
immediately preceding the repurchase or substitution is not less than the
greater of (a) the Debt Service Coverage Ratio for all such related Crossed
Loans, including the affected Crossed Loan, for the four calendar quarters
immediately preceding the repurchase or substitution and (b) 1.25x, (ii) the
loan-to-value ratio for any remaining related Crossed Loans determined at the
time of repurchase or substitution based upon an Appraisal obtained by the
Special Servicer at the expense of the related Mortgage Loan Seller is not
greater than the lesser of (a) the Loan-to-Value Ratio for all such related
Crossed Loans, including the affected Crossed Loan, (b) the loan-to-value ratio
for all such related Crossed Loans, including the affected Crossed Loan,
determined at the time of repurchase or substitution based upon an Appraisal
obtained by the Special Servicer at the expense of the related Mortgage Loan
Seller and (c) 75.0%, and (iii) the Trustee receives an Opinion of Counsel (at
the expense of the Mortgage Loan Seller) to the effect that such repurchase or
substitution will not result in the imposition of a tax on the assets of the
Trust Fund or cause any Trust REMIC to fail to qualify as a REMIC for federal or
applicable state tax purposes at any time that any of the Certificates are
outstanding.

            "CSFB Loans": The Loans transferred to the Depositor pursuant to the
CSFB Mortgage Loan Purchase Agreement.

            "CSFB Mortgage Loan Purchase Agreement": With respect to the CSFB
Loans, the agreement between the Depositor and the CSFB Mortgage Loan Seller,
dated as of March 1, 2002, relating to the transfer of all of the CSFB Mortgage
Loan Seller's right, title and interest in and to the CSFB Loans.

            "CSFB Mortgage Loan Seller": Column Financial, Inc., a Delaware
corporation, and its successors in interest.

            "Cut-off Date": Individually and collectively, the respective Due
Dates for the Loans in March 2002.

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

            "Debt Service Coverage Ratio": With respect to any Loan for any
twelve-month period covered by an annual operating statement for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced by the
related Mortgaged Property during such period to (ii) the aggregate amount of
Monthly Payments (other than any Balloon Payment) due under such Loan during
such period.

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

            "Defaulted Loan": A Loan that is at least sixty days delinquent in
respect of its Monthly Payments, or delinquent in respect of its Balloon
Payment, if any, in each case without giving effect to any grace period
permitted by the related Mortgage or Note or if any non-monetary event of
default occurs that results in the Loan becoming a Specially Serviced Loan;
provided, however, that no Monthly Payment (other than a Balloon Payment) shall
be deemed delinquent if less than ten dollars of all amounts due and payable on
such Loan has not been received.

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

            "Defeasance Collateral": As defined in Section 3.08(g)(i).

            "Defeasance Loan": As defined in Section 3.08(g).

            "Defect": As defined in Section 2.02(e).

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

            "Definitive Certificate": A Certificate issued in registered,
definitive physical form.

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

            "Depositor": Credit Suisse First Boston Mortgage Securities Corp., a
Delaware corporation, or its successor in interest.

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

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

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

            "Determination Date": With respect to any Distribution Date, the
close of business on the 11th day of the month in which such Distribution Date
occurs, or if such 11th day is not a Business Day, the Business Day immediately
following such 11th day.

            "Directing Certificateholder": The Controlling Class
Certificateholder selected by the Holders of more than 50% of the Percentage
Interests in the Controlling Class, by Certificate Balance, as certified by the
Trustee from time to time and as shall be evidenced by notice delivered by the
Directing Certificateholder to the parties hereto and the prior Directing
Certificateholder, if any; provided, however, that until a Directing
Certificateholder is so selected or after receipt of a notice from the Holders
of more than 50% of the Percentage Interests in the Controlling Class that a
Directing Certificateholder is no longer designated, the Controlling Class
Certificateholder that beneficially owns the largest aggregate Certificate
Balance of the Controlling Class shall be the Directing Certificateholder. The
initial Directing Certificateholder will be Lennar Partners, Inc. No appointment
of any Person as a Directing Certificateholder shall be effective until such
Person provides the Trustee, the Master Servicer and the Special Servicer with
written confirmation of its acceptance of such appointment, an address and
telecopy number for the delivery of notices and other correspondence and a list
of officers or employees of such Person with whom the parties to this Agreement
may deal (including their names, titles, work addresses and telecopy numbers).
If no Person is appointed a Directing Certificateholder, the Master Servicer,
the Special Servicer and the Trustee shall not be required to recognize the
Controlling Class Certificateholder that beneficially owns the largest aggregate
Certificate Balance of the Controlling Class as the Directing Certificateholder
until such Certificateholder provides an address and telecopy number for the
delivery of notices and other correspondence and a list of officers or employees
of such Person with whom the parties to this Agreement may deal (including their
names, titles, work addresses and telecopy numbers).

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof that are not (within the meaning
of Treasury Regulation Section 1.512(b)-1(c)(5)) customarily provided to tenants
in connection with the rental of space for occupancy, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers in the ordinary course of a trade or business, the performance
of any construction work thereon or any use of such REO Property in a trade or
business conducted by the Trust Fund, in each case other than through an
Independent Contractor; provided, however, that the Trustee (or the Master
Servicer 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 Master Servicer 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 (of the type that
would be deductible under Section 162 of the Code) or capital expenditures with
respect to such REO Property.

            "Disqualified Organization": Any of (i) the United States, any State
or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality
that 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 such
governmental unit), (ii) a foreign government, any international organization or
any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
that is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code and (v) any other Person so designated by the Master Servicer or the
Trustee based upon an Opinion of Counsel provided to the Trustee (which shall
not be an expense of the Trustee) that the holding of an Ownership Interest in a
Residual Certificate by such Person may cause any Trust REMIC to qualify as a
REMIC 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.

            "Distribution Account": The account, accounts or sub-accounts
created and maintained by the Trustee, pursuant to Section 3.04(b), in trust for
the Certificateholders, which shall be entitled "Wells Fargo Bank Minnesota,
N.A., as Trustee, for the benefit of Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2002-CKP1, Distribution Account." The Distribution Account shall be an Eligible
Account. The REMIC I Distribution Account, REMIC II Distribution Account, REMIC
III Distribution Account, REMIC IV Distribution Account and REMIC V Distribution
Account shall be sub-accounts of the Distribution Account.

            "Distribution Date": With respect to any month, the later of the
15th calendar day of the month and the fourth Business Day after the
Determination Date of such month, commencing in April, 2002.

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

            "Due Date": With respect to (i) any Loan on or prior to its Maturity
Date, the day of the month set forth in the related Note on which each Monthly
Payment thereon is scheduled to be first due (without giving effect to any grace
period with respect to late Monthly Payments), (ii) any Loan after the Maturity
Date therefor, the day of the month set forth in the related Note on which each
Monthly Payment on such Loan had been scheduled to be first due (without giving
effect to any grace period) and (iii) any REO Loan, the day of the month set
forth in the related Note on which each Monthly Payment on the related Loan had
been scheduled to be first due (without giving effect to any grace period).

            "Due Period": With respect to each Distribution Date, the period
commencing immediately following the Determination Date in the calendar month
preceding the month in which such Distribution Date occurs (or, in the case of
the initial Distribution Date, commencing as of the Closing Date) and ending on
and including the Determination Date in the calendar month in which such
Distribution Date occurs.

            "Eligible Account": Either (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company
(including the Trustee) the long-term unsecured debt obligations of which are
rated at least "AA" by S&P (or "A-" if the short-term debt obligations thereof
have a short-term rating of not less than "A-1") and "Aa3" by Moody's, if the
deposits are to be held in such account for more than 30 days or the short-term
debt obligations of which have a short-term rating of not less than "A-1" by S&P
and "P-1" by Moody's if the deposits are to be held in such account for 30 days
or less, or such other account or accounts with respect to which each of the
Rating Agencies shall have confirmed in writing that the then-current rating
assigned to any of the Certificates that are currently being rated by such
Rating Agency will not be qualified (as applicable), downgraded or withdrawn by
reason thereof or (ii) a segregated trust account or accounts maintained with
the corporate trust department of a federal- or state-chartered depository
institution or trust company that, in either case, has a combined capital and
surplus of at least $50,000,000 and has corporate trust powers, acting in its
fiduciary capacity, provided that any state-chartered depository institution or
trust company is subject to regulation regarding fiduciary funds substantially
similar to 12 C.F.R. ss. 9.10(b), or (iii) an account or accounts maintained by
PNC so long as PNC (1) shall have a long-term unsecured debt rating of at least
"A" and a short-term rating of at least "A1" from Moody's and (2) has the
appropriate rating from S&P specified in clause (i) above, or (iv) an account or
accounts maintained with KeyBank so long as KeyBank (1) shall have a long-term
unsecured debt rating of at least "A1" and a short-term rating of at least "P-1"
from Moody's and (2) has the appropriate rating from S&P specified in clause (i)
above, or (v) such other account or accounts with respect to which each of the
Rating Agencies shall have confirmed in writing that the then-current rating
assigned to any of the Certificates that are currently being rated by such
Rating Agency will not be qualified (as applicable), downgraded or withdrawn by
reason thereof. Eligible Accounts may bear interest. No Eligible Account shall
be evidenced by a certificate of deposit, passbook or other similar instrument.

            "Eligible Investor": With respect to the Private Certificates, (i) a
Qualified Institutional Buyer that is purchasing for its own account or for the
account of a Qualified Institutional Buyer to whom notice is given that the
offer, sale or transfer is being made in reliance on Rule 144A, (ii) a Person
which is not a "U.S. Person" as defined in Regulation S under the Securities Act
that is purchasing for its own account or for the account of a Person which is
not such a "U.S. Person" and (iii) an Institutional Accredited Investor.

            "Environmental Assessment": A "Phase I environmental assessment" as
described in and meeting the criteria of the American Society of Testing
Materials Standard E 1527-94 or any successor thereto published by the American
Society of Testing Materials.

            "Environmental Insurance Policy": With respect to any Loan, any
insurance policy covering Insured Environmental Events that is maintained from
time to time in respect of such Loan or the related Mortgaged Property.

            "Environmental Insurer": The provider of insurance pursuant to any
Environmental Insurance Policy.

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

            "ERISA Restricted Certificate": (a) Any Class K-Z, Class L, Class M,
Class N, Class O, Class P, Class Q and Class S Certificate; provided that any
such Certificate (a) will cease to be considered an ERISA Restricted Certificate
and (b) will cease to be subject to the transfer restrictions contained in
Section 5.02(e) if, as of the date of a proposed transfer of such Certificate,
either (i) it is rated in one of the four highest generic ratings categories by
a Rating Agency or (ii) relevant provisions of ERISA would permit transfer of
such Certificate to a Plan (in the case of clause (ii), as evidenced by an
Opinion of Counsel); and (b) any other Class of Certificates, if such Class is
no longer rated in one of four highest generic ratings categories by a Rating
Agency as of the date of a proposed transfer of such Class of Certificate.

            "ERISA Prohibited Holder": As defined in Section 5.02(g)(i)(A).

            "Escrow Payment": Any payment received by the Master Servicer for
the account of any Borrower for application toward the payment of real estate
taxes, assessments, Insurance Policy premiums and similar items in respect of
the related Mortgaged Property, including amounts for deposit to any reserve
account.

            "Euroclear": The Euroclear System.

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

            "Excess Interest": With respect to each of the ARD Loans, interest
accrued on such Loan and allocable to the Excess Rate. With respect to the Loan
known as the Locke Sovran Portfolio and designated as Loan No. 4 on the Mortgage
Loan Schedule, such amount as the Master Servicer may deposit into, or remit to
the Trustee for deposit into, the Excess Interest Distribution Account pursuant
to Section 3.08(p). The Excess Interest is an asset of the Trust Fund, but shall
not be an asset of any Trust REMIC.

            "Excess Interest Distribution Account": The trust account, accounts
or subaccount created and maintained by the Trustee, which may be a subaccount
of the Distribution Account pursuant to Section 3.04(c), which shall be entitled
"Wells Fargo Bank Minnesota, N.A., as Trustee, in trust for Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2002-CKP1, Excess Interest Distribution Account" and which
shall be an Eligible Account or a subaccount of an Eligible Account. The Excess
Interest Distribution Account shall not be an asset of any Trust REMIC.

            "Excess Liquidation Proceeds": The excess, if any, of (a) the
Liquidation Proceeds from the sale or liquidation of a Specially Serviced Loan
or REO Property, net of (i) interest on any related Advances and (ii) any
related Servicing Advances, over (b) the amount needed to pay off in full the
Loan or related REO Loan and all amounts due with respect thereto.

            "Excess Liquidation Proceeds Account": The trust account, accounts
or sub-account created and maintained by the Trustee, which may be a sub-account
of the Distribution Account, pursuant to Section 3.04(d) in trust for the
Certificateholders, which shall be entitled "Wells Fargo Bank Minnesota, N.A.
[or the name of any successor Trustee], as Trustee, in trust for the registered
holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2002-CKP1." The Excess Liquidation
Proceeds Account shall be an asset of REMIC I.

            "Excess Rate": With respect to each ARD Loan after the related
Anticipated Repayment Date, the excess of (i) the applicable Revised Rate over
(ii) the applicable Mortgage Rate, each as initially set forth in the Mortgage
Loan Schedule.

            "Excess Servicing Strip": The excess of the Master Servicing Fee
Rate over 0.005% (0.50 basis points) per annum, subject to reduction by the
Trustee pursuant to Section 3.11(a).

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

            "Exchange Act Report": The monthly Statement to Certificateholders
to be filed with the Commission, under cover of the related form required by the
Exchange Act.

            "Fair Value": As defined in Section 3.18(b).

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

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

            "Final Group KK Interest Accrual Period": As defined in Section
2.09(f).

            "Final Recovery Determination": A determination by the Special
Servicer with respect to any Defaulted Loan or REO Property that there has been
a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds and
other payments or recoveries that, in the Special Servicer's reasonable good
faith judgment, exercised without regard to any obligation of the Special
Servicer to make payments from its own funds pursuant to Section 3.07(b), will
ultimately be recoverable.

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

            "Group 1 Minor Sequential Pay REMIC III Regular Interests": As
defined in Section 2.09(d).

            "Group 2 Minor Sequential Pay REMIC III Regular Interests": As
defined in Section 2.09(d).

            "Group AX REMIC III Regular Interests": As defined in Section
2.09(d).

            "Group KK REMIC III Regular Interests": As defined in Section
2.09(d).

            "Group SP REMIC III Regular Interests": As defined in Section
2.09(d).

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

            "Hyperamortization Interest": With respect to each Distribution Date
up to and including the Distribution Date on which the Certificate Balance of
the Class J-AD Certificates is reduced to zero, interest accrued in respect of
the related Interest Accrual Period on a total notional amount equal to the
total Certificate Balance of the Class A-1, A-2, A-3, B, C, D, E, F, G, H, J-AD,
K-Z, L, M, N, O, P, Q and S Certificates outstanding from time to time, at a
rate equal to the product of (i) 62.0% and (ii) the weighted average of the
Class A-X Strip Rates for each of the Class A-X Components (weighted on the
basis of their respective Component Notional Balances). Hyperamortization
Interest will accrue based on a 360-day year consisting of twelve 30-day months
and will cease to accrue after the Interest Accrual Period relating to the
Distribution Date on which the Certificate Balance of the Class J-AD
Certificates is reduced to zero. Hyperamortization Interest, together with
certain other amounts constituting the Special Principal Distribution Amount,
will be applied to pay down the principal balance of the Class J-AD
Certificates. To the extent that Hyperamortization Interest accrued during any
Interest Accrual Period, together with certain other amounts constituting the
Special Principal Distribution Amount, exceeds the amount needed to reduce the
principal balance of the Class J-AD Certificates to zero, such excess will
reduce the percentage set forth above and will be payable on the related
Distribution Date as part of the Class A-X Pass-Through Rate to the Class A-X
Certificates. Hyperamortization Interest for an Interest Accrual Period
corresponds to the Accrued Interest in respect of REMIC IV Regular Interest KK
for such Interest Accrual Period.

            "I/O Split Rate": With respect to any Distribution Date, the rate
per annum corresponding to the related Distribution Date as set forth on
Schedule I hereto.

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

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

            "Independent Director: A duly appointed member of the board of
directors of the relevant entity who shall not have been, at the time of such
appointment, at any time after appointment, or at any time in the preceding five
(5) years, (i) a direct or indirect legal or beneficial owner in such entity or
any of its affiliates, (ii) a creditor, supplier, employee, officer, director,
manager or contractor of such entity or any of its affiliates, (iii) a person
who controls such entity or any of its affiliates, or (iv) a member of the
immediate family of a person defined in (i), (ii) or (iii) above.

            "Ineligible Class V Owner": Any Borrower, or any entity that owns an
ownership interest in a Borrower, other than, in each case, the CSFB Mortgage
Loan Seller or an affiliate thereof.

            "Initial Purchaser": Credit Suisse First Boston Corporation, as
initial purchaser of the Private Certificates.

            "Initial Requesting Subordinate Certificateholder": First Chicago
Capital Corporation.

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

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

            "Institutional Lender/Owner": One or more of the following: (i) a
bank, saving and loan association, investment bank, insurance company, real
estate investment trust, trust company, commercial credit corporation, pension
plan, pension fund or pension advisory firm, mutual fund, government entity or
plan, (ii) an investment company, money management firm or "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, which is regularly engaged in the business of making or owning
mezzanine loans of similar types to the mezzanine loan in the question, (iii) a
trustee in connection with a securitization of the mezzanine loan, so long as
such trustee or the servicer therefor is an entity that otherwise would be an
Institutional Lender/Owner, (iv) an institution substantially similar to any of
the foregoing, in each case of clause (i), (ii), (iii) or (iv) of this
definition, which (A) has total assets (in name or under management) in excess
of $600,000,000 and (except with respect to a pension advisory firm or similar
fiduciary) capital/statutory surplus or shareholder's equity of $200,000,000 and
(B) is regularly engaged in the business of making or owning commercial loans or
(v) an entity Controlled (as defined below) by the Underwriters or any of the
entities described in clause (i) above. For purposes of this definition only,
"Control" means the ownership, directly or indirectly, in the aggregate of more
than fifty percent (50%) of the beneficial ownership interests of an entity and
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of an entity, whether through the
ability to exercise voting power, by contract or otherwise ("Controlled" has the
meaning correlative thereto). The Special Servicer shall obtain from the
proposed transferee, and shall be entitled to rely on, (i) an officer's
certificate of a proposed transferee that such transferee satisfies the
requirements of this definition and (ii) in the case of any proposed transferee
that is an entity described in and meeting the criteria in clauses (i)-(iv) of
the immediately preceding sentence, the most recent financial statements of such
transferee.

            "Insurance and Condemnation Proceeds": All proceeds (net of expenses
of collection) paid under any Insurance Policy or in connection with the full or
partial condemnation of a Mortgaged Property, in either case, to the extent such
proceeds are not applied to the restoration of the related Mortgaged Property or
released to the Borrower, in either case, in accordance with the Servicing
Standard.

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

            "Insured Environmental Event": As defined in Section 3.07.

            "Interest Accrual Period": With respect to any Class of Regular
Certificates or REMIC Regular Interests and any Distribution Date, the calendar
month preceding the month in which such Distribution Date occurs. Each Interest
Accrual Period shall be deemed for purposes of this definition to consist of 30
days.

            "Interest Reserve Account": The account created and maintained by
the Trustee, which may be a subaccount of the Distribution Account, pursuant to
Section 3.28, which shall be entitled "Wells Fargo Bank Minnesota, N.A., as
Trustee, in trust for Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2002-CKP1, Interest
Reserve Account," which shall be an Eligible Account or a subaccount of an
Eligible Account.

            "Interest Shortfall Amount": As to any Distribution Date and any
Class of Regular Certificates, the amount, if any, by which the amount
distributed on such Class on such Distribution Date in respect of interest is
less than the related Optimal Interest Distribution Amount.

            "Interested Person": The Depositor, the Master Servicer, the Special
Servicer, any Independent Contractor engaged by the Special Servicer, any Holder
of a Certificate or any Affiliate of any such Person.

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

            "Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the REMIC Provisions.

            "Key Loans": The Loans transferred to the Depositor pursuant to the
Key Mortgage Loan Purchase Agreement or a replacement Loan substituted for any
such original Loan.

            "Key Mortgage Loan Purchase Agreement": With respect to the Key
Loans, the agreement between the Depositor and the Key Mortgage Loan Seller,
dated as of March 1, 2002, relating to the transfer of the Key Mortgage Loan
Seller's right, title and interest in and to the Key Loans.

            "Key Mortgage Loan Seller": KeyBank National Association, a national
banking association, and its successors in interest.

            "KeyBank": KeyBank National Association, a national banking
association.

            "KRECM": KeyCorp Real Estate Capital Markets, Inc., an Ohio
corporation, and its successors in interest.

            "KRECM Serviced Loans": Loans identified on Exhibit L hereto, to be
serviced by KRECM as Primary Servicer pursuant to the Primary Servicing
Agreement between the Master Servicer and KRECM.

            "Late Collections": With respect to any Loan, all amounts (except
Penalty Charges) received thereon during any Due Period, whether as payments,
Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal or interest due in respect
of such Loan (without regard to any acceleration of amounts due thereunder by
reason of default) on a Due Date in a previous Due Period and not previously
received. With respect to any REO Loan, all amounts (except Penalty Charges)
received in connection with the related REO Property during any Due Period,
whether as Insurance and Condemnation Proceeds, Liquidation Proceeds, REO
Revenues or otherwise, which represent late collections of principal or interest
due or deemed due in respect of such REO Loan or the predecessor Loan (without
regard to any acceleration of amounts due under the predecessor Loan by reason
of default) on a Due Date in a previous Due Period and not previously received.

            "Liquidation Event": With respect to any Loan or REO Property, any
of the following events: (i) payment in full of such Loan; (ii) the making of a
Final Recovery Determination with respect to such Loan or REO Property; (iii)
the repurchase of such Loan by the related Mortgage Loan Seller pursuant to
Section 7 of the related Mortgage Loan Purchase Agreement; (iv) the purchase of
such Loan or REO Property by the Directing Certificateholder or the Special
Servicer pursuant to Section 3.18; or (v) the purchase of such Loan or REO
Property by the Holders of more than 50% of the Percentage Interests in the
Controlling Class, the Special Servicer or the Master Servicer pursuant to
Section 9.01.

            "Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Loan or REO Loan as to which the Special
Servicer receives a full or discounted payoff with respect thereto from the
related Borrower or any Liquidation Proceeds with respect thereto, equal to the
product of the Liquidation Fee Rate and the proceeds of such full or discounted
payoff or the net Liquidation Proceeds (net of the related costs and expenses
associated with the related liquidation) related to such liquidated Specially
Serviced Loan or REO Loan, as the case may be; provided, however, that no
Liquidation Fee shall be payable with respect to clauses (iii) (but only as it
relates to a sale to the Special Servicer), (iv) (so long as such repurchase
occurs within the applicable cure period set forth in the related Mortgage Loan
Purchase Agreement, as extended), or (v) of the definition of Liquidation
Proceeds or in connection with the purchase of a Specially Serviced Loan by the
Special Servicer.

            "Liquidation Fee Rate": As defined in Section 3.11.

            "Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues) received by the Master Servicer or
Special Servicer, net of expenses, in connection with: (i) the liquidation of a
Mortgaged Property or other collateral constituting security for a Defaulted
Loan, through trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any portion thereof required to be released to the related
Borrower; (ii) the realization upon any deficiency judgment obtained against a
Borrower; (iii) the purchase of a Defaulted Loan by the Directing
Certificateholder or the Special Servicer pursuant to Section 3.18; (iv) the
repurchase of a Loan by any Mortgage Loan Seller pursuant to Section 7 of the
related Mortgage Loan Purchase Agreement; or (v) the purchase of all Loans by
Holders of more than 50% of the Percentage Interests in the Controlling Class,
the Special Servicer or the Master Servicer pursuant to Section 9.01.

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

            "Loan Agreement": With respect to any Loan, the loan agreement, if
any, between the related Mortgage Loan Originator and the Borrower, pursuant to
which such Loan was made.

            "Loan Documents": With respect to each Loan, to the extent
applicable, the Loan Agreement, the Mortgage, the Note, the Assignment of Leases
(if separate from the Mortgage), the Security Agreement, any cash management
agreement, any ground lease, any letters of credit, escrow or reserve account
information relating to the Additional Collateral Loans, any UCC Financing
Statements, the title insurance policy, all surveys, all insurance policies, any
environmental liability agreements, any escrow agreements for improvements or
lease-up, any guaranties related to such Loan, any prior assignments of mortgage
in the event that the originator is not the originator of record, any collateral
assignments of property management agreements and other services agreements
required by the applicable commitment and other loan documents, any preferred
equity and mezzanine loan documents and all modification, consolidation and
extension agreements, if any.

            "Loan-to-Value Ratio": With respect to any Loan, as of any date of
determination, the fraction, expressed as a percentage, the numerator of which
is the principal balance of such Loan at the time of determination, and the
denominator of which is the Original Value of the related Mortgaged Property.

            "Lock-Box Account": With respect to any Mortgaged Property, the
account, if any, created pursuant to any documents relating to a Loan to receive
revenues therefrom. Any Lock-Box Account shall be beneficially owned for federal
income tax purposes by the Person who is entitled to receive the reinvestment
income or gain thereon in accordance with the terms and provisions of the
related Loan and Section 3.06, which Person shall be taxed on all reinvestment
income or gain thereon. The Master Servicer shall be permitted to make
withdrawals therefrom for deposit into the related Cash Collateral Accounts.

            "Lock-Box Agreement": With respect to any Loan, the lock-box
agreement, if any, between the applicable Mortgage Loan Originator or the
applicable Mortgage Loan Seller and the related Borrower, pursuant to which the
related Lock-Box Account may have been established.

            "LT-IV-Minor Accrual Amount": As defined in Section 2.11(e).

            "MAI": Member of the Appraisal Institute.

            "Major Sequential Pay REMIC III Regular Interests": As defined in
Section 2.09(d).

            "Major Sequential Pay REMIC IV Regular Interests": As defined in
Section 2.11(d).

            "Management Agreement": With respect to any Loan, the Management
Agreement, if any, by and between the Manager and the related Borrower, or any
successor Management Agreement between such parties.

            "Manager": With respect to any Loan, any property manager for the
related Mortgaged Property or Mortgaged Properties.

            "Master Servicer": Midland Loan Services, Inc. and its successors in
interest and assigns, or any successor master servicer appointed as herein
provided.

            "Master Servicer Remittance Date": With respect to any Distribution
Date, the Business Day preceding such Distribution Date.

            "Master Servicer Remittance Report": A report prepared by the Master
Servicer in CMSA Loan Periodic Update File format containing such information
regarding the Loans as will permit the Trustee to calculate the amounts to be
distributed pursuant to Section 4.01 and to furnish statements to
Certificateholders pursuant to Section 4.02, including information on the
outstanding principal balances of each Loan specified therein, and containing
such additional information as the Master Servicer, the Special Servicer and the
Trustee may from time to time agree.

            "Master Servicing Fee": With respect to each Loan and REO Loan, the
fee payable to the Master Servicer pursuant to the first paragraph of Section
3.11(a).

            "Master Servicing Fee Rate": With respect to the Master Servicer and
each Loan, Specially Serviced Loan, and REO Loan, a rate equal to 0.02% per
annum computed on the same basis and in the same manner as interest is computed
on the related Loan.

            "Material Breach": As defined in Section 2.03(b).

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

            "Maturity Date": With respect to any Loan as of any date of
determination, the date on which the last payment of principal is due and
payable under the related Note, after taking into account all Principal
Prepayments received prior to such date of determination, but without giving
effect to (i) any acceleration of the principal of such Loan by reason of
default thereunder, (ii) any grace period permitted by the related Note or (iii)
any modification, waiver or amendment of such Loan granted or agreed to by the
Master Servicer or the Special Servicer pursuant to Section 3.20 occurring prior
to such date of determination.

            "Maximum Class Principal Balance": As defined in Section 2.13(d).

            "Mezzanine Loan": Any loan constituting "Mezzanine Debt" or a
"Mezzanine Loan," as identified in Exhibit E.

            "Mezzanine Loan Collateral": With respect to any Mezzanine Loan, any
stock, partnership interests, membership interests or other equity interest in
the related Borrower that has been pledged pursuant to such Mezzanine Loan.

            "Mezzanine Loan Holder": With respect to any Mezzanine Loan, the
Holder or obligee thereof.

            "Midland": Midland Loan Services, Inc.

            "Minor Sequential Pay REMIC IV Regular Interests": As defined in
Section 2.11(d).

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

            "Monthly Interest Distribution Amount": As to any Distribution Date
and any Class of Regular Certificates, the Accrued Certificate Interest Amount
for such Class for such Distribution Date.

            "Monthly Payment": With respect to any Loan (other than any REO
Loan) and any Due Date, the scheduled monthly payment of principal, if any, and
interest at the Mortgage Rate, excluding any Balloon Payment, which is payable
by the related Borrower on such Due Date under the related Note (as such terms
may be changed or modified in connection with a bankruptcy or similar proceeding
involving the related Borrower or by reason of a modification, waiver or
amendment of such Loan granted or agreed to by the Master Servicer or Special
Servicer pursuant to Section 3.20), without regard to any acceleration of
principal of such Loan by reason of a default thereunder. With respect to an REO
Loan, the monthly payment that would otherwise have been payable on the related
Due Date had the related Note not been discharged, determined as set forth in
the preceding sentence and on the assumption that all other amounts, if any, due
thereunder are paid when due.

            "Mortgage": With respect to any Loan, the mortgage, deed of trust,
deed to secure debt or other instrument securing a Note and creating a lien on
the related Mortgaged Property.

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

            (i) the original Note (or a lost note affidavit), bearing, or
      accompanied by, all prior and intervening endorsements or assignments
      showing a complete chain of endorsement or assignment from the applicable
      Mortgage Loan Originator either in blank or to the applicable Mortgage
      Loan Seller, and further endorsed (at the direction of the Depositor given
      pursuant to the related Mortgage Loan Purchase Agreement) by the
      applicable Mortgage Loan Seller, on its face or by allonge attached
      thereto, without recourse, to the order of the Trustee in the following
      form: "Pay to the order of Wells Fargo Bank Minnesota, N.A., as trustee
      for the registered Holders of Credit Suisse First Boston Mortgage
      Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
      2002-CKP1, without recourse, representation or warranty, express or
      implied";

            (ii) a duplicate original Mortgage or a counterpart thereof, or if
      such Mortgage has been returned by the related recording office, (A) an
      original, (B) a certified copy or (C) a copy thereof from the applicable
      recording office and originals or counterparts (or originals or copies of
      certified copies from the applicable recording office) of any intervening
      assignments thereof from the related Mortgage Loan Originator to the
      applicable Mortgage Loan Seller, in each case in the form submitted for
      recording or, if recorded, with evidence of recording indicated thereon;

            (iii) an original assignment of the Mortgage, in recordable form,
      either in blank or from the applicable Mortgage Loan Seller (or the
      Mortgage Loan Originator) to "Wells Fargo Bank Minnesota, N.A., as trustee
      for the registered Holders of Credit Suisse First Boston Mortgage
      Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
      2002-CKP1";

            (iv) an original, counterpart or copy of any related Assignment of
      Leases (if such item is a document separate from the Mortgage) and the
      originals, counterparts or copies of any intervening assignments thereof
      from the applicable Mortgage Loan Originator of the Loan to the applicable
      Mortgage Loan Seller, in each case in the form submitted for recording or,
      if recorded, with evidence of recording thereon;

            (v) an original assignment of any related Assignment of Leases (if
      such item is a document separate from the Mortgage), in recordable form,
      either in blank or from the Mortgage Loan Seller (or the Mortgage Loan
      Originator) to "Wells Fargo Bank Minnesota, N.A., as trustee for the
      registered Holders of Credit Suisse First Boston Mortgage Securities
      Corp., Commercial Mortgage Pass-Through Certificates, Series 2002-CKP1";

            (vi) an original or copy of any related Security Agreement (if such
      item is a document separate from the Mortgage) and the originals or copies
      of any intervening assignments thereof from the applicable Mortgage Loan
      Originator of the Loan to the applicable Mortgage Loan Seller;

            (vii) an original assignment of any related Security Agreement (if
      such item is a document separate from the Mortgage), either in blank or
      from the Mortgage Loan Seller or the applicable Mortgage Loan Originator
      to "Wells Fargo Bank Minnesota, N.A., as trustee for the registered
      Holders of Credit Suisse First Boston Mortgage Securities Corp.,
      Commercial Mortgage Pass-Through Certificates, Series 2002-CKP1," which
      assignment may be included as part of an omnibus assignment covering other
      documents relating to the Loan provided that such omnibus assignment is
      effective under applicable law;

            (viii) originals or copies of all (A) assumption agreements, (B)
      modifications, (C) written assurance agreements and (D) substitution
      agreements, together with any evidence of recording thereon or in the form
      submitted for recording, in those instances where the terms or provisions
      of the Mortgage, Note or any related security document have been modified
      or the Loan has been assumed;

            (ix) the original lender's title insurance policy or a copy thereof
      (together with all endorsements or riders that were issued with or
      subsequent to the issuance of such policy), or if the policy has not yet
      been issued, a binding written commitment (which may be a pro forma or
      specimen title insurance policy which has been accepted or approved in
      writing by the related title insurance company) or interim binder,
      relating to such Loan;

            (x) the original or a counterpart of any guaranty of the obligations
      of the Borrower under the Loan;

            (xi) certified or other copies of all UCC Financing Statements and
      continuation statements which show the filing or recording thereof or
      copies thereof in the form submitted for filing or recording sufficient to
      perfect (and maintain the perfection of) the security interest held by the
      originator of the Loan (and each assignee prior to the Trustee) in and to
      the personalty of the Borrower at the Mortgaged Property, and original UCC
      assignments in a form suitable for filing or recording, sufficient to
      transfer such security interest to the Trustee;

            (xii) the original or copy of the power of attorney (with evidence
      of recording thereon) granted by the Borrower if the Mortgage, Note or
      other document or instrument referred to above was not signed by the
      Borrower;

            (xiii) with respect to any debt of a Borrower permitted under the
      related Loan, an original or copy of a subordination agreement, standstill
      agreement or other intercreditor agreement relating to such other debt, if
      any, including any mezzanine loan documents or preferred equity documents;

            (xiv) if any related Lock-Box Agreement or Cash Collateral Agreement
      is separate from the Mortgage or Loan Agreement, a copy thereof; with
      respect to the Cash Collateral Accounts and Lock-Box Accounts, if any, a
      copy of the UCC-1 financing statements, if any, submitted for filing with
      respect to the Mortgage Loan Seller's security interest in the Cash
      Collateral Accounts and Lock-Box Accounts and all funds contained therein
      (and UCC-3 financing statement assignments assigning such security
      interest to the Trustee on behalf of the Certificateholders);

            (xv) an original or counterpart of any Loan Agreement;

            (xvi) the originals and copies of letters of credit, if any,
      relating to the Loans and amendments thereto which entitle the Trust Fund
      to draw thereon; provided that in connection with the delivery of the
      Mortgage File to the Trust, such originals shall be delivered to the
      Master Servicer and such copies shall be delivered to the Trustee;

            (xvii) any environmental insurance policies and any environmental
      guaranty or indemnity agreements or copies thereof;

            (xviii) the original ground lease, ground lease estoppels and any
      amendments thereto, if any, or a certified copy thereof;

            (xix) the original or copy of any property management agreement; and

            (xx) any additional documents required to be added to the Mortgage
      File pursuant to Section 3.20(i).

            Whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee, such term shall not be deemed to include such
documents and instruments required to be included therein unless they are
actually so received.

            "Mortgage Interest Accrual Period": With respect to any Loan, the
period during which interest accrues pursuant to the related Note.

            "Mortgage Loan Originator": Any institution that originated a Loan.

            "Mortgage Loan Purchase Agreement": Any of the CSFB Mortgage Loan
Purchase Agreement, the Key Mortgage Loan Purchase Agreement or the PNC Mortgage
Loan Purchase Agreement.

            "Mortgage Loan Schedule": The list of Loans transferred on the
Closing Date to the Trustee as part of the Trust Fund, attached hereto as
Exhibit B, which list sets forth the following information with respect to each
Loan:

            (i) the loan number (as specified in Annex A to the Prospectus
      Supplement);

            (ii) the property name;

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

            (iv) the Mortgage Rate in effect at the Cut-off Date;

            (v) the Net Mortgage Rate in effect at the Cut-off Date;

            (vi) the original principal balance;

            (vii) the Cut-off Date Principal Balance;

            (viii) the (a) remaining term to stated maturity, (b) Maturity Date
      and (c) with respect to each ARD Loan, the Anticipated Repayment Date;

            (ix) the original and remaining amortization terms;

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

            (xi) the number of units, pads, rooms or square footage with respect
      to the Mortgaged Property;

            (xii) the Loan interest accrual method;

            (xiii) the applicable Primary Servicing Fee Rate, Master Servicing
      Fee Rate, and Trustee Fee Rate;

            (xiv) the Due Date;

            (xv) whether such loan is an ARD Loan;

            (xvi) whether the Loan is subject to lockout/defeasance;

            (xvii) whether the related Mortgaged Property was covered by
      earthquake insurance at the time of origination, or if the loan documents
      require such insurance;

            (xviii) whether such Loan has the benefit of an Environmental
      Insurance Policy;

            (xix) whether such Loan is secured by the related Borrower's
      interest in ground leases; and

            (xx) whether such Loan is secured by a letter of credit.

            Such Mortgage Loan Schedule also shall set forth the aggregate of
the amounts described under clause (vii) above for all of the Loans. Such list
may be in the form of more than one list, collectively setting forth all of the
information required.

            "Mortgage Loan Seller": Any of (i) the CSFB Mortgage Loan Seller,
(ii) the PNC Mortgage Loan Seller or (iii) the Key Mortgage Loan Seller.

            "Mortgage Rate": With respect to: (i) any Loan on or prior to its
Maturity Date, the annual rate at which interest is scheduled (in the absence of
a default and without giving effect to any Revised Rate) to accrue on such Loan
from time to time in accordance with the related Note and applicable law; (ii)
any Loan after its Maturity Date, the annualized rate described in clause (i)
above determined without regard to the passage of such Maturity Date; and (iii)
any REO Loan, the annualized rate described in clause (i) or (ii), as
applicable, above, determined as if the predecessor Loan had remained
outstanding. For purposes of calculating the Net Mortgage Rate and the Weighted
Average Net Mortgage Rate, the Mortgage Rate for any Loan whose interest rate is
reduced will be the Mortgage Rate of such Loan without taking into account any
reduction in the interest rate by a bankruptcy court pursuant to a plan of
reorganization or pursuant to any of its equitable powers or any reduction in
the interest rate resulting from a work-out or modification by the Special
Servicer or the Master Servicer, if applicable.

            "Mortgaged Property": The underlying real property (including any
REO Property) that secures a Loan, in each case consisting of a parcel or
parcels of land improved by a commercial and/or multifamily building or
facility, together with any personal property (to the extent the same are owned
by the Borrower and necessary in connection with the operation of the related
property), fixtures, leases and other property or rights pertaining thereto.

            "Net Investment Earnings": (i) With respect to any of the Collection
Account, any Lock-Box Account, any Cash Collateral Account, any Servicing
Account or the REO Account, for any period ending on a P&I Advance Date, and
(ii) with respect to any of the Distribution Account, the Excess Liquidation
Proceeds Account, the Excess Interest Distribution Account and the Interest
Reserve Account, for any period ending on a Distribution Date, the amount, if
any, by which the aggregate of all interest and other income realized during
such period on funds relating to the Trust Fund held in such account (and which
is not required to be paid to the related Borrower) exceeds the aggregate of all
losses, if any, incurred during such period in connection with the investment of
such funds in accordance with Section 3.06.

            "Net Investment Loss": (i) With respect to any of the Collection
Account, any Lock-Box Account, any Cash Collateral Account, any Servicing
Account or the REO Account for any period ending on a P&I Advance Date and (ii)
with respect to any of the Distribution Account, the Excess Liquidation Proceeds
Account, the Excess Interest Distribution Account and the Interest Reserve
Account, for any period ending on a Distribution Date, the amount, if any, by
which the aggregate of all losses, if any, incurred during such period in
connection with the investment of funds relating to the Trust Fund held in such
account (and which investment is not directed by the related Borrower) in
accordance with Section 3.06 exceeds the aggregate of all interest and other
income realized during such period on such funds.

            "Net Mortgage Pass-Through Rate": With respect to any Loan, an
annual rate generally equal to twelve times a fraction, expressed as a
percentage:

            (i) the numerator of which fraction is, subject to adjustment as
      described below in this definition, an amount of interest equal to the
      product of (a) the number of days in the related Interest Accrual Period,
      multiplied by (b) the Stated Principal Balance of that Loan immediately
      preceding that Distribution Date, multiplied by (c) 1/360, multiplied by
      (d) a rate per annum equal to the Net Mortgage Rate; and

            (ii) the denominator of which is the Stated Principal Balance of
      that Loan immediately preceding that Distribution Date.

            Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap year, or February, then the amount
of interest referred to in the fractional numerator described in clause (i)
above will be decreased to reflect any Withheld Amounts with respect to the
subject Loan. Furthermore, if the subject Distribution Date occurs during March,
then the amount of interest referred to in the fractional numerator described in
clause (i) above will be increased to reflect any Withheld Amounts with respect
to the subject Loan.

            "Net Mortgage Rate": With respect to any Interest Accrual Period and
any Loan, a per annum rate equal to the Mortgage Rate for such Loan as of the
date of the Closing Date minus the sum of the related Master Servicing Fee Rate,
the related Primary Servicing Fee Rate (if any) and the Trustee Fee Rate.

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

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

            "Non-U.S. Person": Any person other than a U.S. Person, unless, with
respect to the Transfer of a Residual Certificate, (i) such person holds such
Residual Certificate in connection with the conduct of a trade or business
within the United States and furnishes the Transferor and the Trustee with an
effective Internal Revenue Service Form W-8ECI (or successor form) or (ii) the
Transferee delivers to both the Transferor and the Trustee an opinion of tax
counsel to the effect that such Transfer is in accordance with the requirements
of the Code and the regulations promulgated thereunder and that such Transfer of
the Residual Certificate will not be disregarded for federal income tax
purposes.

            "Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance or any portion thereof.

            "Nonrecoverable P&I Advance": The portion of any P&I Advance
(including interest accrued thereon at the Reimbursement Rate) previously made
or proposed to be made in respect of a Loan or REO Loan which, in the judgment
(in accordance with the Servicing Standard in the case of judgment by the Master
Servicer or the Special Servicer) of the Master Servicer, the Special Servicer
or the Trustee, as applicable, will not be ultimately recoverable, together with
any accrued and unpaid interest thereon, from Late Collections or any other
recovery on or in respect of such Loan or REO Loan. The determination by the
Master Servicer, the Special Servicer or the Trustee, as applicable, that it has
made (or, in the case of a determination made by the Special Servicer, that the
Master Servicer has made) a Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be
evidenced by an Officer's Certificate delivered (i) to the Trustee and the
Depositor, in the case of the Master Servicer, (ii) to the Master Servicer in
the case of the Special Servicer, (iii) to the Depositor and the Master
Servicer, in the case of the Trustee, and (iv) in each case, to the Directing
Certificateholder and any Requesting Subordinate Certificateholder (at the
expense of such requesting Holder) setting forth such determination of
nonrecoverability and the considerations of the Master Servicer, the Special
Servicer or the Trustee, as applicable, forming the basis of such determination
(which shall include but shall not be limited to information, to the extent
available, such as related income and expense statements, rent rolls, occupancy
status, property inspections, and shall include an Appraisal (provided that if
an Appraisal has been obtained within the past 12 months, no new Appraisal is
required) of the related Loan or Mortgaged Property, the cost of which Appraisal
shall be advanced by the Master Servicer as a Servicing Advance). The Trustee
shall be entitled to conclusively rely on the Master Servicer's determination
that a P&I Advance is nonrecoverable. The Master Servicer and the Trustee shall
be entitled to conclusively rely on the Special Servicer's determination that a
P&I Advance is nonrecoverable.

            "Nonrecoverable Servicing Advance": The portion of any Servicing
Advance (including interest accrued thereon at the Reimbursement Rate)
previously made or proposed to be made in respect of a Loan or REO Property
which, in the judgment (in accordance with the Servicing Standard in the case of
judgment by the Master Servicer or the Special Servicer) of the Master Servicer,
the Special Servicer or the Trustee, as the case may be, will not be ultimately
recoverable, together with any accrued and unpaid interest thereon, from Late
Collections or any other recovery on or in respect of such Loan or REO Property.
The determination by the Master Servicer, the Special Servicer or the Trustee,
as the case may be, that it has made (or, in the case of a determination made by
the Special Servicer, that the Master Servicer has made) a Nonrecoverable
Servicing Advance or that any proposed Servicing Advance, if made, would
constitute a Nonrecoverable Servicing Advance, shall be evidenced by an
Officer's Certificate delivered (i) to the Trustee and the Depositor, in the
case of the Master Servicer, (ii) to the Master Servicer in the case of the
Special Servicer, (iii) to the Depositor and the Master Servicer, in the case of
the Trustee, and (iv) and in each case, to the Directing Certificateholder and
any Requesting Subordinate Certificateholder (at the expense of such requesting
Holder). The Officer's Certificate shall set forth such determination of
nonrecoverability and the considerations of the Master Servicer, the Special
Servicer or the Trustee, as applicable, forming the basis of such determination
(which shall include but shall not be limited to information, to the extent
available, such as related income and expense statements, rent rolls, occupancy
status and property inspections, and shall include an Appraisal (provided that
if an Appraisal has been obtained within the past 12 months, no new Appraisal is
required) of the related Loan or Mortgaged Property, the cost of which Appraisal
shall be advanced by the Master Servicer as a Servicing Advance). The Trustee
will be entitled to conclusively rely on the Master Servicer's determination
that a Servicing Advance is nonrecoverable. The Master Servicer and the Trustee
shall be entitled to conclusively rely on the Special Servicer's determination
that a Servicing Advance is a Nonrecoverable Servicing Advance.

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

            "Notional Balance": For any date of determination:

            (i) the Class A-X Certificates will have a total Notional Balance
      equal to the total Certificate Balance of the Class A-1, Class A-2, Class
      A-3, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
      J-AD, Class K-Z, Class L, Class M, Class N, Class O, Class P, Class Q and
      Class S Certificates outstanding from time to time;

            (ii) the Class A-SP Certificates will have a total Notional Balance
      equal to the sum of:

                  (A) the lesser of $483,300,000 and the total Certificate
            Balance of the Class A-3 Certificates outstanding from time to time,
            and

                  (B) the total Certificate Balance of the Class B, Class C,
            Class D, Class E and Class F Certificates outstanding from time to
            time.

            "NRSRO": Nationally recognized statistical rating organization as
the term is used in federal securities laws.

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

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

            "Optimal Interest Distribution Amount": As to any Distribution Date
and any Class of Regular Certificates, the sum of the Monthly Interest
Distribution Amount and the Unpaid Interest Shortfall Amount for such Class for
such Distribution Date.

            "Original Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class A-X and Class A-SP Certificates), the initial
aggregate principal amount thereof as of the Closing Date, in each case as
specified in the Preliminary Statement.

            "Original Value": The Appraised Value of a Mortgaged Property based
upon the Appraisal conducted in connection with the origination of the related
Loan.

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

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

            "P&I Advance": As to any Loan or REO Loan, any advance made by the
Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 or
Section 7.05.

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

            "P&I Advance Determination Date": With respect to any Distribution
Date, the second Business Day immediately prior thereto.

            "Pass-Through Rate": With respect to each Class of Certificates, the
respective per annum rate listed below:

            Class A-1:              Class A-1 Pass-Through Rate
            Class A-2:              Class A-2 Pass-Through Rate
            Class A-3:              Class A-3 Pass-Through Rate
            Class A-X:              Class A-X Pass-Through Rate
            Class A-SP:             Class A-SP Pass-Through Rate
            Class B:                Class B Pass-Through Rate
            Class C:                Class C Pass-Through Rate
            Class D:                Class D Pass-Through Rate
            Class E:                Class E Pass-Through Rate
            Class F:                Class F Pass-Through Rate
            Class G:                Class G Pass-Through Rate
            Class H:                Class H Pass-Through Rate
            Class J-AD:             Class J-AD Pass-Through Rate
            Class K-Z:              Class K-Z Pass-Through Rate
            Class L:                Class L Pass-Through Rate
            Class M:                Class M Pass-Through Rate
            Class N:                Class N Pass-Through Rate
            Class O:                Class O Pass-Through Rate
            Class P:                Class P Pass-Through Rate
            Class Q:                Class Q Pass-Through Rate
            Class S:                Class S Pass-Through Rate

            "Penalty Charges": With respect to any Loan or REO Loan, any amounts
actually collected thereon from the Borrower that represent late payment charges
or Default Interest, other than a Yield Maintenance Charge.

            "Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made with respect to
the related Class. With respect to any Regular Certificate (other than the Class
K-Z Certificate), the percentage interest equal to the Denomination of such
Certificate divided by the initial Certificate Balance (or, in the case of the
Class A-X and Class A-SP Certificates, the Notional Balance) of such Class of
Certificates as of the Closing Date. With respect to a Class K-Z Certificate,
the percentage interest equal to the portion of the Maximum Class Principal
Balance of the Class K-Z Certificates that is attributable to such particular
Certificate, as specified on the face thereof, divided by the Maximum Class
Principal Balance of the Class K-Z Certificates. With respect to a Class V or
Residual Certificate, the percentage interest as set forth on the face thereof.

            "Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the Depositor, the
Master Servicer, the Special Servicer, the Trustee or any of their respective
Affiliates and having the required ratings, if any, provided for in this
definition:

            (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, provided such obligations have a remaining term to maturity of
      one year or less from the date of acquisition and which are backed by the
      full faith and credit of the United States of America; provided that any
      obligation of, or guarantee by, FNMA or FHLMC, other than an unsecured
      senior debt obligation of FNMA or FHLMC, shall be a Permitted Investment
      only if such investment would not result in the downgrading, withdrawal or
      qualification of the then-current rating assigned by each Rating Agency to
      any Certificate as confirmed in writing;

            (ii) time deposits, unsecured certificates of deposit or bankers'
      acceptances that mature in one year or less after the date of issuance and
      are issued or held by any depository institution or trust company
      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 in the highest short-term debt rating category of each
      Rating Agency or such other ratings as will not result in the downgrading,
      withdrawal or qualification of the then-current rating assigned by each
      Rating Agency to any Certificate, as confirmed in writing by such Rating
      Agency;

            (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;

            (iv) debt obligations maturing in one year or less from the date of
      acquisition 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 have (i) ratings in the highest
      long-term unsecured debt rating category of each Rating Agency or (ii)
      such other ratings (as confirmed by the applicable Rating Agency in
      writing) as will not result in a downgrade, qualification or withdrawal of
      the then-current rating of the Certificates that are currently being rated
      by such Rating Agency; provided, however, that securities issued by any
      particular corporation will not be Permitted Investments to the extent
      that investment therein will cause the then outstanding principal amount
      of securities issued by such corporation and held in the accounts
      established hereunder to exceed 10% of the sum of the aggregate principal
      balance and the aggregate principal amount of all Permitted Investments in
      such accounts;

            (v) commercial paper (including both non-interest-bearing discount
      obligations and interest-bearing obligations) payable on demand or on a
      specified date maturing in one year or less after the date of issuance
      thereof and which is rated in the highest short-term unsecured debt rating
      category of each Rating Agency;

            (vi) units of investment funds that maintain a constant net asset
      value and money market funds having the highest rating from each Rating
      Agency for money market funds; and

            (vii) any other demand, money market or time deposit, obligation,
      security or investment, with respect to which each Rating Agency shall
      have confirmed in writing that such investment will not result in a
      downgrade, qualification or withdrawal of the then-current rating of the
      Certificates that are currently being rated by such Rating Agency;

provided that such instrument or security qualifies as a "cashflow investment"
pursuant to Section 860G(a)(6) of the Code, and provided, further, however, that
in each case, if the instrument or security is rated by S&P, (a) it shall not
have an "r" highlighter affixed to its rating from S&P, (b) it shall have a
predetermined fixed dollar of principal due at maturity that cannot vary or
change and (c) any such investment that provides for a variable rate of interest
must have an interest rate that is tied to a single interest rate index plus a
fixed spread, if any, and move proportionately with such index.

            "Permitted Mezzanine Loan Holder": With respect to any Mezzanine
Loan, the related Mortgage Loan Seller, any Institutional Lender/Owner or any
other Mezzanine Loan Holder with respect to which each Rating Agency has
confirmed in writing to the Special Servicer and the Trustee that the holding of
such Mezzanine Loan by such Person would not cause a qualification, downgrade or
withdrawal of any of such Rating Agency's then-current ratings on the
Certificates.

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

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

            "PNC": PNC Bank, National Association.

            "PNC Loans": The Loans transferred to the Depositor pursuant to the
PNC Mortgage Loan Purchase Agreement.

            "PNC Mortgage Loan Purchase Agreement": With respect to the PNC
Loans, the agreement between the Depositor and the PNC Mortgage Loan Seller,
dated as of March 1, 2002, relating to the transfer of the PNC Mortgage Loan
Seller's right, title and interest in and to the PNC Loans.

            "PNC Mortgage Loan Seller": PNC Bank, National Association, a
national banking association and its successors in interest.

            "Prepayment Assumption": With respect to all Loans other than the
ARD Loans, the assumption that all payments required to be made on such Loans
according to their contractual terms (including repayment in full on their
respective maturity dates) are so made. With respect to all ARD Loans, the
assumption that the ARD Loans will be fully prepaid on their related Anticipated
Repayment Dates.

            "Prepayment Date": With respect to any Principal Prepayment, the
date on which such Principal Prepayment is to be made.

            "Prepayment Interest Excess": With respect to any Distribution Date,
the aggregate amount, with respect to all Loans that were subject to Principal
Prepayment in full or in part, or as to which Insurance and Condemnation
Proceeds were received by the Master Servicer or Special Servicer for
application to such Loans, in each case after the Due Date in the month of such
Distribution Date and on or prior to the related Determination Date, the amount
of interest accrued at the Mortgage Rate for such Loans on the amount of such
Principal Prepayments or Insurance and Condemnation Proceeds after the Mortgage
Interest Accrual Period relating to such Due Date and accruing in the manner set
forth in the Loan Documents relating to such Loans, to the extent such interest
is collected by the Master Servicer or the Special Servicer.

            "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Loan that was subject to a Principal Prepayment in full or in
part, or as to which Insurance and Condemnation Proceeds were received by the
Master Servicer or Special Servicer for application to such Loan, in each case
after the Determination Date in the calendar month preceding such Distribution
Date but prior to the Due Date in the related Due Period, the amount of interest
that would have accrued at the Net Mortgage Pass-Through Rate for such Loan on
the amount of such Principal Prepayment or Insurance and Condemnation Proceeds
during the period commencing on the date as of which such Principal Prepayment
or Insurance and Condemnation Proceeds were applied to the unpaid principal
balance of the Loan and ending on (and including) the day immediately preceding
such Due Date.

            "Primary Servicer": KRECM, Mid-North Financial Services, Inc. or
Midland in its capacity as a primary servicer, or any successors thereto.

            "Primary Servicing Agreement": Each of the Sub-servicing Agreements
dated as of March 1, 2002, by and between either the Master Servicer and
Mid-North Financial Services, Inc. or KRECM, as applicable, as Primary Servicer.

            "Primary Servicing Fee": With respect to each Loan, the fee payable
to the related Primary Servicer under the Primary Servicing Agreement or to the
Master Servicer pursuant to Section 3.11(a), based on the Primary Servicing Fee
Rate.

            "Primary Servicing Fee Rate": With respect to each Loan, a rate as
set forth in the Mortgage Loan Schedule attached hereto as Schedule II under the
column heading "Servicing and Trustee Fees," net of the Trustee Fee Rate and the
Master Servicing Fee Rate; each computed on the same basis and in the same
manner as interest is computed on the related Loan.

            "Principal Distribution Amount": As to any Distribution Date, the
sum of (i) the amount collected or otherwise received on or with respect to
principal of the Loans during the related Due Period and (ii) that portion of
the P&I Advance, if any, made in respect of principal of the Loans with respect
to such Distribution Date.

            "Principal Prepayment": Any payment of principal made by the
Borrower on a Loan that is received in advance of its scheduled Due Date and
which is not accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month
of prepayment, other than any amount paid in connection with the release of the
related Mortgaged Property through defeasance.

            "Private Certificate": Any Class A-X, Class A-SP, Class F, Class G,
Class H, Class J-AD, Class K-Z, Class L, Class M, Class N, Class O, Class P,
Class Q and Class S Certificate.

            "Private Definitive Certificate": Any Private Certificate other than
a Private Global Certificate.

            "Private Global Certificates": Any Class A-X Book-Entry Certificate,
Class A-SP Book-Entry Certificate, Class F Book-Entry Certificate, Class G
Book-Entry Certificate, Class H Book-Entry Certificate, Class J-AD Book-Entry
Certificate, Class K-Z Book-Entry Certificate, Class L Book-Entry Certificate,
Class M Book-Entry Certificate, Class N Book-Entry Certificate, Class O
Book-Entry Certificate, Class P Book-Entry Certificate, Class Q Book-Entry
Certificate, and Class S Book-Entry Certificate, so long as such Certificates
are in book-entry form.

            "Privileged Person": Each holder of a Certificate, each of the
parties to this Agreement, each of the Rating Agencies, each of the
Underwriters, any Person identified to the Trustee as a Certificate Owner or
prospective purchaser of a Certificate upon receipt from such Certificate Owner
or prospective purchaser of an investor certification (which may be in
electronic form), the form of which is attached hereto as Exhibit I, and any
other Person designated by the Depositor. The Trustee shall provide all
Privileged Persons with access to certain restricted information on the Website
(in the case of any Certificate Owner or prospective purchaser, upon receipt of
such investor certification) through the use of a restricted mechanism on its
Website.

            "Prospectus": The Prospectus dated December 19, 2001, as
supplemented by the Prospectus Supplement.

            "Prospectus Supplement": The Prospectus Supplement dated March 13,
2002, relating to the offering of the Public Certificates.

            "Public Certificate": Any Class A-1, Class A-2, Class A-3, Class B,
Class C, Class D or Class E Certificate.

            "Purchase Price": With respect to any Loan to be purchased by (a) a
Mortgage Loan Seller pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement, (b) by the Directing Certificateholder pursuant to Section 3.18(b),
the Special Servicer pursuant to Section 3.18(c), or an assignee of either
thereof, in any case, pending determination of Fair Value or (c) by the holders
of more than 50% of the Percentage Interests in the Controlling Class, the
Special Servicer or the Master Servicer pursuant to Section 9.01, a price equal
to the sum of the following:

            (i) the outstanding principal balance of such Loan as of the date of
      purchase;

            (ii) all accrued and unpaid interest on such Loan at the related
      Mortgage Rate in effect from time to time to but not including the Due
      Date in the Due Period of purchase (which includes unpaid Master Servicing
      Fees and Primary Servicing Fees) and all related Special Servicing Fees;

            (iii) all related unreimbursed Servicing Advances (or such Advances
      reimbursed by the Trust Fund) plus accrued and unpaid interest on related
      Advances at the Reimbursement Rate;

            (iv) if such Loan is being repurchased by a Mortgage Loan Seller
      pursuant to Section 7 of the related Mortgage Loan Purchase Agreement
      following the expiration of the applicable cure period (as it may be
      extended), the amount of the Liquidation Fee payable to the Special
      Servicer; and

            (v) if such Loan is being purchased by a Mortgage Loan Seller
      pursuant to Section 7 of the related Mortgage Loan Purchase Agreement, all
      reasonable out-of-pocket expenses reasonably incurred or to be incurred by
      the Master Servicer, the Special Servicer, the Depositor and the Trustee
      in respect of the Breach or Defect giving rise to the repurchase
      obligation, including any expenses arising out of the enforcement of the
      repurchase obligation and any realized losses and Trust Fund expenses
      incurred prior to such purchase date with respect to such Loan.

With respect to any Defaulted Loan to be purchased by the Directing
Certificateholder (or any assignee thereof) or Special Servicer pursuant to
Section 3.18(b) or 3.18(c) following determination of Fair Value, the Purchase
Price will equal the Fair Value of such Defaulted Loan. With respect to any REO
Property to be sold pursuant to Section 3.18(e), the amount calculated in
accordance with the second preceding sentence in respect of the related REO
Loan.

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

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

            "Qualified Insurer": (i) With respect to any Loan, REO Loan or REO
Property, an insurance company or security or bonding company qualified to write
the related Insurance Policy in the relevant jurisdiction and a minimum claims
paying ability rating of at least "A" by S&P and "A2" by Moody's if then rated
by Moody's, (ii) with respect to the fidelity bond and errors and omissions
Insurance Policy required to be maintained pursuant to Section 3.07(c), an
insurance company that has a claims paying ability rated no lower than two
ratings below the rating assigned to the then highest rated outstanding
Certificate, but in no event lower than "A3" by Moody's if then rated by
Moody's, "A-" by S&P or, in the case of clauses (i) and (ii), such other rating
as each Rating Agency shall have confirmed in writing will not cause such Rating
Agency to downgrade, qualify or withdraw the then-current rating assigned to any
of the Certificates that are then currently being rated by such Rating Agency.

            "Qualified Substitute Mortgage Loan": A mortgage loan which must, on
the date of substitution: (i) have an outstanding principal balance, after
application of all scheduled payments of principal and interest due during or
prior to the month of substitution, not in excess of the Stated Principal
Balance of the deleted Loan as of the Due Date in the calendar month during
which the substitution occurs; (ii) have a Mortgage Rate not less than the
Mortgage Rate of the deleted Loan; (iii) have the same Due Date as the deleted
Loan; (iv) accrue interest on the same basis as the deleted Loan (for example,
on the basis of a 360-day year and the actual number of days elapsed); (v) have
a remaining term to stated maturity not greater than, and not more than two
years less than, the remaining term to stated maturity of the deleted Loan; (vi)
have an original Loan-to-Value Ratio not higher than that of the deleted Loan
and a current Loan-to-Value Ratio not higher than the then current Loan-to-Value
Ratio of the deleted Loan; (vii) materially comply as of the date of
substitution with all of the representations and warranties set forth in the
applicable Mortgage Loan Purchase Agreement; (viii) have an Environmental
Assessment that indicates no material adverse environmental conditions with
respect to the related Mortgaged Property and which will be delivered as a part
of the related Mortgage File; (ix) have an original Debt Service Coverage Ratio
of not less than the original Debt Service Coverage Ratio of the deleted Loan
and a current Debt Service Coverage Ratio of not less than the current Debt
Service Coverage Ratio of the deleted Loan; (x) be determined by an Opinion of
Counsel (at the applicable Mortgage Loan Seller's expense) to be a "qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of the Code; (xi)
not have a maturity date after the date two years prior to the Rated Final
Distribution Date; (xii) not be substituted for a deleted Loan unless the
Trustee has received prior confirmation in writing by each Rating Agency that
such substitution will not result in the withdrawal, downgrade, or qualification
of the rating assigned by the Rating Agency to any Class of Certificates then
rated by the Rating Agency (the cost, if any, of obtaining such confirmation to
be paid by the applicable Mortgage Loan Seller); (xiii) have been approved by
the Directing Certificateholder in its sole discretion; (xiv) prohibit
defeasance within two years of the Closing Date and (xv) not be substituted for
a deleted Loan if it would result in the termination of the REMIC status of any
Trust REMIC established under this Agreement or the imposition of tax on any of
such Trust REMIC other than a tax on income expressly permitted or contemplated
to be received by the terms of this Agreement, as determined by an Opinion of
Counsel. In the event that one or more mortgage loans are substituted for one or
more deleted Loans, then the amounts described in clause (i) shall be determined
on the basis of aggregate principal balances and the rates described in clause
(ii) above and the remaining term to stated maturity referred to in clause (v)
above shall be determined on a weighted average basis; provided that no interest
rate on any individual Qualified Substitute Mortgage Loan, less the Master
Servicing Fee Rate, Primary Servicing Fee Rate and the Trustee Fee Rate, may be
less than the lowest Pass-Through Rate (other than the Class A-X Pass-Through
Rate or the Class A-SP Pass-Through Rate). When a Qualified Substitute Mortgage
Loan is substituted for a deleted Loan, the applicable Mortgage Loan Seller
shall certify that the Loan meets all of the requirements of the above
definition and shall send such certification to the Trustee.

            "Rated Final Distribution Date": As to each Class of Certificates,
other than the Class S Certificates, the Distribution Date occurring in December
2035.

            "Rating Agency": Each of S&P, Moody's, or their successors in
interest. If any of such rating agencies or any successor thereto ceases to
remain in existence, "Rating Agency" shall be deemed to refer to any other
NRSRO, or other comparable Person, designated by the Depositor to replace the
rating agency that has ceased to exist. Notice of such designation shall be
given to the Trustee and the Master Servicer, and the specific ratings of S&P
and Moody's herein referenced shall be deemed to refer to the equivalent ratings
of the party so designated.

            "Record Date": With respect to any Distribution Date other than the
first Distribution Date, the last Business Day of the month immediately
preceding the month in which such Distribution Date occurs and, with respect to
the first Distribution Date, the Closing Date.

            "Registrar Office": As defined in Section 5.02(a).

            "Regular Certificate": Any Public Certificate or Private
Certificate.

            "Regulation S Global Certificate": As defined in Section 5.01(a).

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

            "Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section 3.03(d) and P&I
Advances in accordance with Section 4.03(d), which rate per annum shall equal
the "Prime Rate" published in the "Money Rates" Section of The Wall Street
Journal (or, if such Section or publication is no longer available, such other
comparable publication as is determined by the Trustee in its sole discretion)
as may be in effect from time to time, or, if the "Prime Rate" no longer exists,
such other comparable rate (as determined by the Trustee in its reasonable
discretion) as may be in effect from time to time.

            "Remaining Principal Distribution Amount": As to any Distribution
Date and any Class of Subordinate Certificates, the amount, if any, by which the
Principal Distribution Amount for such Distribution Date exceeds the aggregate
amount distributed in respect of Principal Distribution Amounts on such
Distribution Date to all Classes senior to such Class.

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

            "REMIC I": One of five separate REMICs comprising the Trust Fund, as
described in Section 2.05(a).

            "REMIC I Distribution Account": The account, accounts or
sub-accounts created and maintained by the Trustee, pursuant to Section 3.04(b),
in trust for the Certificateholders, which shall be entitled "Wells Fargo Bank
Minnesota, N.A., as Trustee, for the benefit of Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2002-CKP1, REMIC I Distribution Account." The REMIC I Distribution
Account shall be a sub-account of the Distribution Account.

            "REMIC I Regular Interests": Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and, in each such
case, designated as a "regular interest" in REMIC I. The REMIC I Regular
Interests have the designations and terms provided for in Section 2.05.

            "REMIC I Remittance Rate": As defined in Section 2.05(f).

            "REMIC II": One of five separate REMICs comprising the Trust Fund,
as described in Section 2.07(a).

            "REMIC II Distribution Account": The account, accounts or
sub-accounts created and maintained by the Trustee, pursuant to Section 3.04(b),
in trust for the Certificateholders, which shall be entitled "Wells Fargo Bank
Minnesota, N.A., as Trustee, for the benefit of Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2002-CKP1, REMIC II Distribution Account." The REMIC II Distribution
Account shall be a sub-account of the Distribution Account.

            "REMIC II Regular Interests": Any of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and, in each such
case, designated as a "regular interest" in REMIC II. The REMIC II Regular
Interests have the designations and terms provided for in Section 2.07.

            "REMIC II Remittance Rate": As defined in Section 2.07(f).

            "REMIC III": One of five separate REMICs comprising the Trust Fund,
as described in Section 2.09(a).

            "REMIC III Distribution Account": The account, accounts or
sub-accounts created and maintained by the Trustee, pursuant to Section 3.04(b),
in trust for the Certificateholders, which shall be entitled "Wells Fargo Bank
Minnesota, N.A., as Trustee, for the benefit of Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2002-CKP1, REMIC III Distribution Account." The REMIC III Distribution
Account shall be a sub-account of the Distribution Account.

            "REMIC III Regular Interests": Any of the separate non-certificated
beneficial ownership interests in REMIC III issued hereunder and, in each such
case, designated as a "regular interest" in REMIC III. The REMIC III Regular
Interests have the designations and terms provided for in Section 2.09.

            "REMIC III Remittance Rate": As defined in Section 2.09(e).

            "REMIC IV": One of five separate REMICs comprising the Trust Fund,
as described in Section 2.11(a).

            "REMIC IV Distribution Account": The account, accounts or
sub-accounts created and maintained by the Trustee, pursuant to Section 3.04(b),
in trust for the Certificateholders, which shall be entitled "Wells Fargo Bank
Minnesota, N.A., as Trustee, for the benefit of Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2002-CKP1, REMIC IV Distribution Account." The REMIC IV Distribution
Account shall be a sub-account of the Distribution Account.

            "REMIC IV Regular Interests": Any of the separate non-certificated
beneficial ownership interests in REMIC IV issued hereunder and, in each such
case, designated as a "regular interest" in REMIC IV. The REMIC IV Regular
Interests have the designations and terms provided for in Section 2.11.

            "REMIC IV Remittance Rate": As defined in Section 2.11(e).

            "REMIC IV Special Principal Distribution Amount": With respect to
any Distribution Date up to and including the Distribution Date on which the
Uncertificated Principal Balance of REMIC IV Regular Interest J-Minor is reduced
to zero, an amount equal to the sum of (i) the LT-IV-Minor Accrual Amount for
such Distribution Date, plus (ii) if such Distribution Date is subsequent to the
initial Distribution Date, the excess, if any, of (A) the REMIC IV Special
Principal Distribution Amount, if any, for the immediately preceding
Distribution Date, over (B) the aggregate distributions of principal deemed made
in respect of REMIC IV Regular Interest J-Minor pursuant to clause first of
Section 4.01(k) on such immediately preceding Distribution Date; and, with
respect to any Distribution Date subsequent to the Distribution Date on which
the Uncertificated Principal Balance of REMIC IV Regular Interest J-Minor is
reduced to zero, an amount equal to zero.

            "REMIC V": One of five separate REMICs comprising the Trust Fund, as
described in Section 2.13(a).

            "REMIC V Distribution Account": The account, accounts or
sub-accounts created and maintained by the Trustee, pursuant to Section 3.04(b),
in trust for the Certificateholders, which shall be entitled "Wells Fargo Bank
Minnesota, N.A., as Trustee, for the benefit of Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2002-CKP1, REMIC V Distribution Account." The REMIC V Distribution
Account shall be a sub-account of the Distribution Account.

            "REMIC V Regular Interest K-Z-1": As described in Section 2.13(d).

            "REMIC V Regular Interest K-Z-2": As described in Section 2.13(d).

            "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of Subtitle A of the Code, and
related provisions, and temporary and final regulations and, to the extent not
inconsistent with such temporary and final regulations, proposed regulations,
and published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

            "REMIC Regular Interests": Any of the REMIC I Regular Interests,
REMIC II Regular Interests, REMIC III Regular Interests, REMIC IV Regular
Interests, and Class K-Z REMIC V Regular Interests.

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

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

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

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

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

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

            "REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "Lennar
Partners, Inc., as Special Servicer, in trust for Wells Fargo Bank Minnesota,
N.A., as Trustee, for Holders of Credit Suisse First Boston Mortgage Securities
Corp. Commercial Mortgage Pass-Through Certificates, Series 2002-CKP1 REO
Account." Any such account or accounts shall be an Eligible Account.

            "REO Acquisition": With respect to any Loan, the acquisition by the
Trust Fund of REO Property related to such Loan.

            "REO Acquisition Date": The date of the Trust Fund's acquisition for
federal income tax purposes of any REO Property pursuant to Section 3.09.

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

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

            "REO Loan": The Loan deemed to be outstanding with respect to each
REO Property. Each REO Loan shall be deemed to be outstanding for so long as the
related REO Property remains part of the Trust Fund, and shall be deemed to
provide for Assumed Scheduled Payments on each Due Date therefor and otherwise
have the same terms and conditions as its predecessor Loan, including, without
limitation, with respect to the calculation of the Mortgage Rate in effect from
time to time (such terms and conditions to be applied without regard to the
default on such predecessor Loan). Each REO Loan shall be deemed to have an
initial outstanding principal balance and Stated Principal Balance equal to the
outstanding principal balance and Stated Principal Balance, respectively, of its
predecessor Loan as of the related REO Acquisition Date. All amounts due and
owing in respect of the predecessor Loan as of the related REO Acquisition Date,
including, without limitation, accrued and unpaid interest, shall continue to be
due and owing in respect of an REO Loan. All amounts payable or reimbursable to
the Master Servicer, the Special Servicer or the Trustee, as applicable, in
respect of the predecessor Loan as of the related REO Acquisition Date,
including, without limitation, any unpaid Special Servicing Fees and Master
Servicing Fees and any unreimbursed Advances, together with any interest accrued
and payable to the Master Servicer or the Trustee in respect of such Advances in
accordance with Section 3.03(d) or Section 4.03(d), shall continue to be payable
or reimbursable to the Master Servicer or the Trustee in respect of an REO Loan.
Collections in respect of each REO Loan (exclusive of amounts to be applied to
the payment of, or to be reimbursed to the Master Servicer or the Special
Servicer for the payment of, the costs of operating, managing and maintaining
the related REO Property) shall be treated: first, as a recovery of accrued and
unpaid Advances, Primary Servicing Fees and Master Servicing Fees and related
interest due the Master Servicer or the Trustee, as applicable; second, as a
recovery of accrued and unpaid interest on such REO Loan at the related Mortgage
Rate to but not including the Due Date in the Due Period of receipt; third, as a
recovery of principal of such REO Loan to the extent of its entire unpaid
principal balance; and fourth, in accordance with the Servicing Standard of the
Master Servicer, as a recovery of any other amounts due and owing in respect of
such REO Loan, including, without limitation, Yield Maintenance Charges and
Penalty Charges.

            "REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of and in the name of the Trustee (or its nominee) for the
benefit of the Certificateholders through foreclosure, acceptance of a deed in
lieu of foreclosure or otherwise in accordance with applicable law in connection
with the default or imminent default of a Loan.

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

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

            "Requesting Subordinate Certificateholder": The Holder of any of the
Class L, Class M, Class N, Class O, Class P, Class Q or Class S Certificates,
that delivers notice to the Trustee, the Master Servicer and the Special
Servicer indicating that such Holder is a "Requesting Subordinate
Certificateholder."

            "Residual Certificate": Any Class R Certificate issued,
authenticated and delivered hereunder.

            "Responsible Officer": When used with respect to the initial
Trustee, any Vice President, Assistant Vice President, corporate trust officer
or assistant corporate trust officer of the Trustee having direct responsibility
for the administration of this Agreement, and with respect to any successor
Trustee, any officer or assistant officer in the corporate trust department of
the Trustee or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers to whom a
particular matter is referred by the Trustee because of such officer's knowledge
of and familiarity with the particular subject.

            "Restricted Master Servicer Reports": Collectively, the CMSA
Comparative Financial Status Report, the CMSA Servicer Watch List, the CMSA
Operating Statement Analysis Report, the Asset Status Report and CMSA NOI
Adjustment Worksheet.

            "Revised Rate": With respect to the ARD Loans, the increased
interest rate after the Anticipated Repayment Date (in the absence of a default)
for each applicable ARD Loan, as calculated and as set forth in the related ARD
Loan.

            "Rule 144A Global Certificate": As defined in Section 5.01(a).

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

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

            "Security Position Listing": A listing prepared by the Depository of
the holdings of Depository Participants with respect to the Certificates.

            "Sequential Pay Certificates": Any of the Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J-AD, Class K-Z, Class L, Class M, Class N, Class O, Class P, Class Q or Class S
Certificates.

            "Sequential Pay REMIC III Regular Interests": As defined in Section
2.09(d).

            "Sequential Pay REMIC IV Regular Interests": As defined in Section
2.11(d).

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

            "Servicing Advances": All customary, reasonable and necessary
"out-of-pocket" costs and expenses, including attorneys' fees and expenses and
fees of real estate brokers, paid or to be paid, as the context requires, out of
its own funds, by the Master Servicer or the Special Servicer (or, if
applicable, the Trustee) in connection with the servicing of a Loan after a
default, delinquency or other unanticipated event has occurred or is reasonably
foreseeable, or in connection with the administration of any REO Property,
including (1) any such costs and expenses associated with (a) compliance with
the obligations of the Master Servicer and/or the Special Servicer set forth in
Sections 2.03, 3.03(c) and 3.09, (b) the preservation, insurance, restoration,
protection and management of a Mortgaged Property, including the cost of any
"force placed" insurance policy purchased by the Master Servicer or the Special
Servicer to the extent such cost is allocable to a particular Mortgaged Property
that the Master Servicer or the Special Servicer is required to cause to be
insured pursuant to Section 3.07, (c) obtaining any Insurance and Condemnation
Proceeds or Liquidation Proceeds in respect of any such Loan or any REO
Property, (d) any enforcement or judicial proceedings with respect to any such
Loan, including foreclosures and similar proceedings, (e) the operation,
leasing, management, maintenance and liquidation of any REO Property, (f)
obtaining any Appraisal required to be obtained hereunder, and (g) UCC filings
(to the extent that the costs thereof are not reimbursed by the related
Borrower), (2) the reasonable and direct out-of-pocket travel expenses incurred
by the Special Servicer in connection with performing inspections pursuant to
Section 3.19, and (3) any other expenditure which is expressly designated as a
Servicing Advance herein.

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

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

            "Servicing Standard": As defined in Section 3.01(a).

            "Servicing Transfer Event": With respect to any Loan, the occurrence
of any of the following events:

            (i) a payment default shall have occurred on such Loan at its
      Maturity Date, or if the Master Servicer has received evidence prior to
      its Maturity Date that the related Borrower has obtained a firm commitment
      to refinance such Loan, such default continues beyond the earlier of (i)
      60 days after its Maturity Date or (ii) the expiration of such commitment;
      or

            (ii) any Monthly Payment (other than a Balloon Payment) is 60 days
      or more delinquent; or

            (iii) the Master Servicer or the Special Servicer determines that a
      payment default has occurred or is imminent and is not likely to be cured
      by the related Borrower within 60 days; or

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

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

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

            (vii) the Master Servicer has received notice of the foreclosure or
      proposed foreclosure of any lien on the related Mortgaged Property; or

            (viii) any other default has occurred which has materially and
      adversely affected the value of the related Loan and has continued
      unremedied for the applicable grace period specified in the related
      Mortgage, provided that the failure of the related Borrower to obtain
      all-risk casualty insurance which does not contain any carve-out for
      terrorist or similar act shall not apply with respect to this clause if
      the Special Servicer has determined in accordance with the Servicing
      Standard that either (a) such insurance is not available at commercially
      reasonable rates and that such hazards are not at the time commonly
      insured against for properties similar to the Mortgaged Property and
      located in or around the region in which such Mortgaged Property is
      located or (b) such insurance is not available at any rate.

            "Significant Loan": At any time, (a) any Loan (i) whose principal
balance is $20,000,000 or more at such time or (ii) that is (x) a Loan, (y) part
of a group of Crossed Loans or (z) part of a group of Loans made to affiliated
Borrowers that, in each case, in the aggregate, represents 5% or more of the
aggregate outstanding principal balance of all of the Loans at such time or (b)
any one of the ten largest Loans, (which for the purposes of this definition
shall include groups of Crossed Loans and groups of Loans made to affiliated
Borrowers) by outstanding principal balance at such time.

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

            "Single-Purpose Entity" or "SPE": A person, other than an
individual, whose organizational documents provide (with such exceptions as may
be approved by the Master Servicer or Special Servicer in their respective
discretion, in each case in accordance with the Servicing Standard) that it is
formed solely for the purpose of owning and pledging Defeasance Collateral
relating to one or more Defeasance Loans; shall not engage in any business
unrelated to such Defeasance Collateral; shall not have any assets other than
those related to its interest in the Defeasance Collateral and may not incur any
indebtedness other than as required to assume the defeased obligations under the
related Note or Notes that have been defeased; shall maintain its own books,
records and accounts, in each case which are separate and apart from the books,
records and accounts of any other Person; shall hold regular meetings, as
appropriate, to conduct its business, and shall observe all entity level
formalities and recordkeeping; shall conduct business in its own name and use
separate stationery, invoices and checks; may not guarantee or assume the debts
or obligations of any other Person; shall not commingle its assets or funds with
those of any other Person; shall pay its obligations and expenses and the
salaries of its own employees from its own funds and allocate and charge
reasonably and fairly any common employees or overhead shared with Affiliates;
shall prepare separate tax returns and financial statements or, if part of a
consolidated group, shall be shown as a separate member of such group; shall
transact business with Affiliates on an arm's-length basis pursuant to written
agreements; shall hold itself out as being a legal entity, separate and apart
from any other Person; if such entity is a limited partnership, shall have as
its only general partners, general partners which are Single-Purpose Entities
which are corporations; if such entity is a corporation, at all relevant times,
has and will have at least one Independent Director; the board of directors of
such entity shall not take any action requiring the unanimous affirmative vote
of 100% of the members of the board of directors unless all of the directors,
including without limitation all Independent Directors, shall have participated
in such vote; shall not fail to correct any known misunderstanding regarding the
separate identity of such entity; if such entity is a limited liability company,
shall have at least one member that is a Single-Purpose Entity which is a
corporation, and such corporation shall be the managing member of such limited
liability company; shall hold its assets in its own name; except for the pledge
of such Defeasance Collateral, shall not pledge its assets for the benefit of
any other person or entity; shall not make loans or advances to any person or
entity; shall not identify its partners, members or shareholders, or any
affiliates of any of them as a division or part of it; if such entity is a
limited liability company, such entity shall dissolve only upon the bankruptcy
of the managing member, and such entity's articles of organization, certificate
of formation and/or operating agreement, as applicable, shall contain such
provision; if such entity is a limited liability company or limited partnership,
and such entity has one or more managing members or general partners, as
applicable, then such entity shall continue (and not dissolve) for so long as a
solvent managing member or general partner, as applicable, exists and such
entity's organizational documents shall contain such provision. The SPE's
organizational documents shall further prohibit any dissolution and winding up
and provide that any insolvency filing for such entity requires the unanimous
consent of all partners, directors (including without limitation all Independent
Directors) or members, as applicable, and that such documents may not be amended
with respect to the Single-Purpose Entity requirements so long as any
Certificates are outstanding.

            "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors in interest.

            "Special Principal Distribution Amount": For any Distribution Date
(up to and including the Distribution Date on which the Certificate Balance of
the Class J-AD Certificates is reduced to zero), the aggregate of the following:

            (i) the Hyperamortization Interest for the related Interest Accrual
      Period,

            (ii) the aggregate portion of any Yield Maintenance Charge collected
      in respect of any of the Loans during the related Due Period that is
      allocated as part of the Special Principal Distribution Amount for such
      Distribution Date under Section 4.01(c), and

            (iii) the excess, if any, of (i) the Special Principal Distribution
      Amount for the immediately preceding Distribution Date, over (ii) the
      aggregate distributions of principal made from such Special Principal
      Distribution Amount to the Class J-AD Certificates on such immediately
      preceding Distribution Date.

            The Special Principal Distribution Amount for any Distribution Date
following the Distribution Date on which the Certificate Balance of the Class
J-AD Certificates is reduced to zero shall be zero.

            "Special Servicer": Lennar Partners, Inc. and its successors in
interest and assigns, or any successor special servicer appointed as herein
provided.

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

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Loan and each REO Loan, 0.25% per annum computed on the basis of the
Stated Principal Balance of the related Loan and for the same period for which
any related interest payment on the related Specially Serviced Loan is computed,
as more particularly described in Section 3.11.

            "Specially Serviced Loan": As defined in Section 3.01(a).

            "Startup Day": The Closing Date.

            "State Tax Laws": The state and local tax laws of any state, the
applicability of which to the Trust Fund or the Trust REMICs shall have been
confirmed to the Trustee in writing either by the delivery to the Trustee of an
Opinion of Counsel to such effect (which Opinion of Counsel shall not be at the
expense of the Trustee), or by the delivery to the Trustee of a written
notification to such effect by the taxing authority of such state.

            "Stated Principal Balance": With respect to any Loan (other than an
REO Loan), as of any date of determination, an amount equal to (x) the Cut-off
Date Principal Balance of such Loan minus (y) the sum of:

            (i) the principal portion of each Monthly Payment due on such Loan
      after the Cut-off Date, to the extent received from the Borrower or
      advanced by the Master Servicer or Trustee, as applicable, and distributed
      to Certificateholders on or before such date of determination;

            (ii) all Principal Prepayments received with respect to such Loan
      after the Cut-off Date, to the extent distributed to Certificateholders on
      or before such date of determination;

            (iii) the principal portion of all Insurance and Condemnation
      Proceeds and Liquidation Proceeds received with respect to such Loan after
      the Cut-off Date, to the extent distributed to Certificateholders on or
      before such date of determination;

            (iv) any reduction in the outstanding principal balance of such Loan
      resulting from a Deficient Valuation that occurred prior to the end of the
      Due Period for the most recent Distribution Date; and

            (v) any reduction in the outstanding principal balance of such Loan
      due to a modification by the Special Servicer pursuant to Section 3.20(d).

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

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

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

            A Loan or an REO Loan shall be deemed to be part of the Trust Fund
and to have an outstanding Stated Principal Balance until the Distribution Date
on which the payments or other proceeds, if any, received in connection with a
Liquidation Event in respect thereof are to be distributed to
Certificateholders.

            The Stated Principal Balance of any Loan as to which there has been
a Final Recovery Determination shall be, following the application of all
amounts received in received in connection with such Loan in accordance with the
terms hereof, zero.

            "Statement to Certificateholders": As defined in Section 4.02(a).

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

            "Sub-Servicing Agreement": The subservicing agreements between the
Master Servicer or the Special Servicer, as the case may be, and any
Sub-Servicer relating to servicing and administration of Loans by such
Sub-Servicer as provided in Section 3.22, including any Primary Servicing
Agreement.

            "Subordinate Certificate": Any Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J-AD, Class K-Z, Class L, Class M, Class N,
Class O, Class P, Class Q or Class S Certificate.

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

            "Successor Manager": As defined in Section 3.19(c).

            "Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each Trust REMIC created hereunder due to its
classification as a REMIC under the REMIC Provisions, and Forms 1041 for the
portions of the Trust Fund intended to be treated as a grantor trust for federal
income tax purposes, together with any and all other information, reports or
returns that may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing authority
under any applicable provisions of federal or State Tax Laws.

            "Termination Notice": As defined in Section 7.01(b).

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

            "Transfer Affidavit": As defined in Section 5.02(g)(i)(B).

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

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

            "Transferor Letter": As defined in Section 5.02(g)(i)(D).

            "Treasury Rate": With respect to any Principal Prepayment made on a
Loan, the yield calculated by the linear interpolation of the yields reported in
Federal Reserve Statistical Release H.15 Selected Interest Rates (the "Release")
under the heading "U.S. government securities" and the subheading "Treasury
constant maturities" for the week ending immediately before the related
Prepayment Date, of U.S. Treasury constant maturities with maturity dates (one
longer and one shorter) most nearly approximating the Maturity Date of such Loan
(or, if such Loan is an ARD Loan, the related Anticipated Repayment Date). If
the Release is no longer published, the Master Servicer shall select a
comparable publication to determine the Treasury Rate in its reasonable
discretion.

            "Trust": As defined in the Preliminary Statement.

            "Trust Fund": The segregated pool of assets subject hereto,
constituting the Trust, consisting of: (i) the Loans subject to this Agreement
and all interest and principal received or receivable on or with respect to the
Loans (other than payments of principal and interest due and payable on the
Loans on or before the Cut-off Date and Principal Prepayments paid on or before
the Cut-off Date), together with all documents included in the related Mortgage
Files; (ii) such funds or assets as from time to time are deposited in the
Collection Account, the Distribution Account, the Excess Liquidation Proceeds
Account, the Excess Interest Distribution Account, the Interest Reserve Account
and, if established, the REO Account; (iii) any REO Property; (iv) the rights of
the mortgagee under all Insurance Policies with respect to the Loans; (v) the
REMIC Regular Interests; and (vi) the rights of the Depositor under the Mortgage
Loan Purchase Agreements.

            "Trust REMIC": Any of REMIC I, REMIC II, REMIC III, REMIC IV or
REMIC V.

            "Trustee": Wells Fargo Bank Minnesota, N.A., a national banking
association, in its capacity as trustee and its successors in interest, or any
successor trustee appointed as herein provided.

            "Trustee Exception Report": As defined in Section 2.02(e).

            "Trustee Fee": The fee to be paid to the Trustee as compensation for
the Trustee's activities under this Agreement.

            "Trustee Fee Rate": A rate equal to 0.0023% per annum computed on
the basis of a 360-day year consisting of twelve 30-day months on the Stated
Principal Balance of the related Loan.

            "UCC": The Uniform Commercial Code, as enacted in each applicable
state.

            "UCC Financing Statement": A financing statement filed or to be
filed pursuant to the UCC, as in effect in the relevant jurisdiction.

            "Uncertificated Notional Amount": As defined in Section 2.09(f) with
respect to each Group SP REMIC III Regular Interest, Group KK REMIC III Regular
Interest and Group AX REMIC III Regular Interest and in Section 2.11(f) with
respect to each Group IO-1 REMIC IV Regular Interest and Group IO-2 REMIC IV
Regular Interest.

            "Uncertificated Principal Balance": As defined in Section 2.05(e)
with respect to each REMIC I Regular Interest, in Section 2.07(e) with respect
to each REMIC II Regular Interest, in Section 2.09(e) with respect to each
Sequential Pay REMIC III Regular Interest and in Section 2.11(e) with respect to
each Sequential Pay REMIC IV Regular Interest.

            "Uncovered Prepayment Interest Shortfall": As to any Distribution
Date and any Loan as to which a Principal Prepayment is made, the excess, if
any, of (i) the Prepayment Interest Shortfall relating to a Principal
Prepayment, if any, for such Loan as of such Distribution Date, over (ii) the
deposits made by the Master Servicer to the Trustee pursuant to Section 3.02(d).

            "Uncovered Prepayment Interest Shortfall Amount": As to any
Distribution Date, the amount, if any, by which (i) the sum of the Uncovered
Prepayment Interest Shortfalls, if any, for such Distribution Date exceeds (ii)
the aggregate amount of Prepayment Interest Excesses, if any, on all Loans for
such Distribution Date.

            "Underwriters": Collectively, Credit Suisse First Boston
Corporation, Goldman, Sachs & Co., McDonald Investments Inc. and PNC Capital
Markets, Inc.

            "Unpaid Interest Shortfall Amount": As to the first Distribution
Date and any Class of Regular Certificates, zero. As to any Distribution Date
after the first Distribution Date and any Class of Regular Certificates, the
amount, if any, by which the sum of the Interest Shortfall Amounts for such
Class for prior Distribution Dates exceeds the sum of the amounts distributed on
such Class on prior Distribution Dates in respect of such Interest Shortfall
Amounts.

            "Unrestricted Master Servicer Reports": Collectively, the CMSA
Delinquent Loan Status Report, CMSA Historical Loan Modification Report, CMSA
Historical Liquidation Report and CMSA REO Status Report.

            "U.S. Person": A citizen or resident of the United States, a
corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States or any State thereof or the District of Columbia
(other than a partnership that is not treated as a U.S. Person under any
applicable Treasury regulations), an estate whose income is subject to United
States federal income tax purposes regardless of its source, or a trust if a
court within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. Persons have authority to
control all substantial decisions of the trust. Notwithstanding the preceding
sentence, to the extent provided in Treasury Regulations, certain trusts in
existence on August 20, 1996 and treated as United States persons prior to such
date that elect to continue to be so treated also shall be considered U.S.
Persons.

            "Voting Rights": The portion of the voting rights of all of the
Certificates, which is allocated to any Certificate. At all times during the
term of this Agreement and for any date of determination, the Voting Rights
shall be allocated among the various Classes of Certificateholders as follows:
(i) 1% in the case of the Class A-X and Class A-SP Certificates, (based on the
respective Notional Balance of each Class related to the aggregate Notional
Balance of the two Classes) and (ii) in the case of any other Class of Regular
Certificates a percentage equal to the product of 99% and a fraction, the
numerator of which is equal to the aggregate Certificate Balance of such Class,
in each case, determined as of the Distribution Date immediately preceding such
date of determination, and the denominator of which is equal to the aggregate
Certificate Balance of the Regular Certificates (other than the Class A-X and
Class A-SP Certificates), each determined as of the Distribution Date
immediately preceding such date of determination. The Class V and Class R
Certificates will not be entitled to any Voting Rights. For purposes of
determining Voting Rights, the Certificate Balance of any Class shall be deemed
to be reduced by allocation of the Collateral Support Deficit to such Class, but
not by Appraisal Reductions allocated to such Class. Voting Rights allocated to
a Class of Certificateholders shall be allocated among such Certificateholders
in proportion to the Percentage Interests evidenced by their respective
Certificates.

            "Website": The internet website maintained by the Trustee initially
located at "www.ctslink.com/cmbs" or the internet website of the Master Servicer
initially located at "www.midlandls.com."

            "Weighted Average Net Mortgage Rate": As to any Distribution Date,
the average, as of such Distribution Date, of the Net Mortgage Pass-Through
Rates of the Loans weighted by the Stated Principal Balances thereof.

            "Withheld Amounts": As defined in Section 3.29(a).

            "Workout Fee": The fee paid to the Special Servicer with respect to
each Corrected Loan.

            "Workout Fee Rate": As defined in Section 3.11(b).

            "Yield Maintenance Charge": With respect to any Loan, the yield
maintenance charge set forth in the related Loan, including but not limited to a
yield maintenance charge which is based on the amount of Defeasance Collateral.
If a Yield Maintenance Charge becomes due for any particular Loan, the Master
Servicer shall be required to follow the terms and provisions contained in the
applicable Loan Documents; provided, however, that if the related Loan Documents
do not specify which U.S. Treasury obligations are to be used in determining the
discount rate or the reinvestment yield to be applied in such calculation, or if
the related Loan Documents are ambiguous, the Master Servicer shall be required
to use those U.S. Treasury obligations that will generate the lowest discount
rate or reinvestment yield for the purposes thereof. Accordingly, if either no
U.S. Treasury obligation, or more than one U.S. Treasury obligation, coincides
with the term over which the Yield Maintenance Charge is to be calculated
(which, depending on the applicable Loan Documents, is based on the remaining
average life of the Loan or the actual term remaining through the Maturity
Date), the Master Servicer shall use the U.S. Treasury obligations that mature
closest to but not exceeding the month in which the term over which the Yield
Maintenance Charge is to be calculated ends, and whose reinvestment yield is the
lowest, with such yield being based on the bid price for such issue as published
in the Treasury Bonds, Notes and Bills section of The Wall Street Journal on the
date that is fourteen (14) days prior to the date that the Yield Maintenance
Charge becomes due and payable (or, if such bid price is not published on that
date, the first preceding date on which such bid price is so published) and
converted to a monthly compounded nominal yield. The monthly compounded nominal
yield ("MEY") is derived from the reinvestment yield or discount rate and shall
be defined as MEY = (12 x [{(1+BEY/2)(1/6}-1]) x 100 where BEY is defined as the
U.S. Treasury Reinvestment Yield in decimal, not percentage, form, and 1/6 is
the exponential power to which a portion of the equation is raised. For example,
using a BEY of 5.50%, the MEY = (12 x [{(1 + 0.055/2) (0.16667}-1]) x 100, where
0.055 is the decimal version of the percentage 5.50%, and 0.16667 is the decimal
version of the exponential power. (The MEY calculated in the above example is
5.438%.)

            "Yield Rate": With respect to any Loan, a rate equal to a per annum
rate calculated by the linear interpolation of the yields, as reported in the
most recent "Federal Reserve Statistical Release H.15 - Selected Interest Rates"
under the heading U.S. Government Securities/Treasury constant maturities
published prior to the date of the relevant prepayment of any Loan, of U.S.
Treasury constant maturities with maturity dates (one longer, one shorter) most
nearly approximating the maturity date (or, with respect to ARD Loans, the
Anticipated Repayment Date) of the Loan being prepaid or the monthly equivalent
of such rate. If Federal Reserve Statistical Release H.15 - Selected Interest
Rates is no longer published, the Master Servicer, on behalf of the Trustee,
will select a comparable publication to determine the Yield Rate.

            Section 1.02 Certain Calculations. Unless otherwise specified
herein, for purposes of determining amounts with respect to the Certificates and
the rights and obligations of the parties hereto, the following provisions shall
apply:

            (i) All calculations of interest with respect to the Loans and of
      interest earned on Advances provided for herein shall be made on the basis
      of a 360-day year consisting of twelve 30-day months.

            (ii) Any Loan payment is deemed to be received on the date such
      payment is actually received by the Master Servicer, the Special Servicer
      or the Trustee; provided, however, that for purposes of calculating
      distributions on the Certificates, (i) any voluntary Principal Prepayment
      made on a date other than the related Due Date and in connection with
      which the Master Servicer has collected interest thereon through the end
      of the related Mortgage Interest Accrual Period shall be deemed to have
      been made, and the Master Servicer shall apply such Principal Prepayment
      to reduce the outstanding principal balance of the related Loan as if such
      Principal Prepayment had been received, on the following Due Date and (ii)
      all other Principal Prepayments with respect to any Loan are deemed to be
      received on the date they are applied to reduce the outstanding principal
      balance of such Loan.

            (iii) Any reference to the Certificate Balance of any Class of
      Certificates on or as of a Distribution Date shall refer to the
      Certificate Balance of such Class of Certificates on such Distribution
      Date after giving effect to (a) any distributions made on such
      Distribution Date pursuant to Section 4.01(a), (b) any Collateral Support
      Deficit allocated to such Class on such Distribution Date pursuant to
      Section 4.04 and (c) with respect to the Class K-Z Certificates, any
      accretion in the Certificate Balance thereof occurring on such
      Distribution Date by an amount equal to the Special Principal Distribution
      Amount distributed to the Class J-AD Certificates on such Distribution
      Date.

            Section 1.03 Loan Identification Convention.

            Loans shall be identified in this Agreement by reference to their
respective loan numbers, as set forth under the column heading "Loan #" in Annex
A to the Prospectus Supplement.

                                   ARTICLE II

                              CONVEYANCE OF LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Loans.

            (a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign, sell, transfer, set over and otherwise convey to the
Trustee, without recourse, for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in, to and under (i) the Loans
identified on the Mortgage Loan Schedule, (ii) the Mortgage Loan Purchase
Agreements and (iii) all other assets included or to be included in the Trust
Fund. Such assignment includes all interest and principal received or receivable
on or with respect to the Loans (other than payments of principal and interest
due and payable on the Loans on or before the Cut-off Date and Principal
Prepayments paid on or before the Cut-off Date). The transfer of the Loans and
the related rights and property accomplished hereby is absolute and,
notwithstanding Section 10.07, is intended by the parties to constitute a sale.

            (b) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed each Mortgage Loan Seller pursuant to the related
Mortgage Loan Purchase Agreement to deliver to and deposit with, or cause to be
delivered to and deposited with the Trustee (with a copy to the Master Servicer
and the Special Servicer), on or before the Closing Date, the Mortgage File
(except item (xvi) in the definition of Mortgage File, which shall be delivered
to and deposited with the Master Servicer with a copy to the Trustee) for each
Loan so assigned. If a Mortgage Loan Seller cannot deliver, or cause to be
delivered as to any Loan, the original Note, such Mortgage Loan Seller shall
deliver a copy or duplicate original of such Note, together with an affidavit
substantially in the form attached as Exhibit H hereto, certifying that the
original thereof has been lost or destroyed.

            If the applicable Mortgage Loan Seller cannot deliver, or cause to
be delivered, as to any Loan, any of the documents and/or instruments referred
to in clauses (ii), (iv), (viii), (xi), (xii) and (xiv) of the definition of
"Mortgage File," with evidence of recording or filing thereon, solely because of
a delay caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b) shall be deemed to have been satisfied and such non-delivered document
or instrument shall be deemed to have been included in the Mortgage File,
provided that a photocopy of such non-delivered document or instrument
(certified by the applicable public recording or filing office, the applicable
title insurance company or such Mortgage Loan Seller to be a true and complete
copy of the original thereof submitted for recording or filing) is delivered to
the Trustee, and the Master Servicer on or before the Closing Date, and either
the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate public recording or filing office to be a
true and complete copy of the original thereof submitted for recording or
filing), with evidence of recording or filing thereon, is delivered to the
Trustee within 120 days of the Closing Date, which period may be extended up to
two times, in each case for an additional period of 45 days provided that such
Mortgage Loan Seller, as certified in writing to the Trustee prior to each such
45-day extension, is in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy.

            If the applicable Mortgage Loan Seller cannot deliver, or cause to
be delivered, as to any Loan, any of the documents and/or instruments referred
to in clauses (ii), (iv), (viii), (xi), (xii) and (xiv) of the definition of
"Mortgage File," with evidence of recording or filing thereon, for any other
reason, including, without limitation, that such non-delivered document or
instrument has been lost, the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied and such non-delivered document or instrument shall be deemed to have
been included in the Mortgage File if a photocopy of such non-delivered document
or instrument (with evidence of recording or filing thereon and certified by the
appropriate recording or filing office to be a true and complete copy of the
original thereof submitted for recording or filing) is delivered to the Trustee
and to the Master Servicer on or before the Closing Date.

            Neither the Trustee nor the Master Servicer shall be liable for any
failure by any Mortgage Loan Seller or the Depositor to comply with the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b). Notwithstanding the foregoing, if any Mortgage Loan Seller fails to
deliver a UCC-3 assignment on or before the Closing Date as required above
solely because the related UCC-1 Financing Statement has not been returned to
such Mortgage Loan Seller by the applicable filing office, such Mortgage Loan
Seller shall not be in breach of its obligations with respect to such delivery,
provided that the Mortgage Loan Seller promptly forwards such UCC-1 Financing
Statement to the Trustee (with a copy to the Master Servicer) upon its return,
together with the related original UCC-3 assignment in a form appropriate for
filing.

            (c) Notwithstanding the foregoing, at the expense of the related
Mortgage Loan Seller, the Trustee (directly or through its designee) shall, as
to each Loan, use its best efforts to promptly (and in any event no later than
the later of (i) 120 days after the Closing Date and (ii) 60 days from receipt
of documents in form suitable for recording or filing, as applicable, including,
without limitation, all necessary recording and filing information) cause to be
submitted for recording or filing, as the case may be, each assignment referred
to in clauses (iii) and (v) of the definition of "Mortgage File" and each UCC-3
assignment to the Trustee referred to in clause (xi) of the definition of
"Mortgage File." Unless otherwise indicated on any documents provided to the
Trustee, the Trustee shall file each such UCC-3 assignment in the state of
incorporation or organization of the related Borrower; provided that the related
Mortgage Loan Seller shall have filed, if necessary, an initial UCC Financing
Statement under the Revised Article 9 in lieu of continuation in such
jurisdiction. Each such assignment shall reflect that it should be returned by
the public recording office to the Trustee following recording, and each such
UCC-3 assignment shall reflect that the file copy thereof should be returned to
the Trustee following filing. If any such document or instrument is lost or
returned unrecorded or unfiled because of a defect therein, the Trustee shall
prepare or cause to be prepared a substitute therefor or cure such defect, as
the case may be, and thereafter the Trustee shall upon receipt thereof cause the
same to be duly recorded or filed, as appropriate. Within 30 days following
request for reimbursement, the Depositor shall reimburse the Trustee for all of
its costs and expenses incurred in performing its obligation under this Section
2.01(c).

            Notwithstanding the foregoing, any Mortgage Loan Seller may elect,
at its sole cost and expense, to engage a third party contractor to prepare or
complete in proper form for filing and recording any and all of the assignments
described in the immediately preceding paragraph, together with each UCC-3
assignment to the Trustee referred to in clause (xiv) of the definition of
"Mortgage File," with respect to the Loans conveyed by it to the Depositor under
the applicable Mortgage Loan Purchase Agreement, to submit such assignments for
filing and recording, as the case may be, in the applicable public filing and
recording offices and to deliver such assignments to the Trustee or its designee
as such assignments (or certified copies thereof) are received from the
applicable filing and recording offices with evidence of such filing or
recording indicated thereon. It is hereby acknowledged that the PNC Mortgage
Loan Seller has elected to engage such a third party contractor for the
preparation, filing and recording and delivery of such assignments to the
Trustee in respect of PNC Loans. The Trustee shall have no duties or obligations
described in the immediately preceding paragraph in respect of the PNC Loans.

            (d) All documents and records in the Depositor's or the applicable
Mortgage Loan Seller's possession relating to the Loans (including reserve and
escrow agreements, cash management agreements, lockbox agreements, financial
statements, operating statements and any other information provided by the
respective Borrower from time to time and any other documents in the related
Servicing File, but excluding documents prepared by the applicable Mortgage Loan
Seller or any of its Affiliates solely for internal communication) that are not
required to be a part of a Mortgage File in accordance with the definition
thereof, together with copies of all instruments and documents which are
required to be a part of the related Mortgage File in accordance with the
definition thereof, shall be delivered by the Depositor (or the Depositor shall
cause them to be delivered) to the Master Servicer on or prior to the Closing
Date and shall be held by the Master Servicer on behalf of the Trustee in trust
for the benefit of the Certificateholders.

            (e) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall deliver, and hereby represents and
warrants that it has delivered, to the Trustee and the Master Servicer, on or
before the Closing Date, a fully executed original counterpart of each of the
Mortgage Loan Purchase Agreements, as in full force and effect, without
amendment or modification, on the Closing Date.

            (f) The Depositor shall use its best efforts to require that,
promptly after the Closing Date, but in all events within three Business Days
after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds
on deposit in escrow accounts maintained with respect to the Loans in the name
of such Mortgage Loan Seller or any other name to be transferred to the Master
Servicer (or a Sub-Servicer at the direction of the Master Servicer) for deposit
into Servicing Accounts.

            (g) For purposes of this Section 2.01, and notwithstanding any
contrary provision hereof or of the definition of "Mortgage File", if there
exists with respect to any group of Crossed Loans only one original or certified
copy of any document or instrument described in the definition of "Mortgage
File" which pertains to all of the Crossed Loans in such group of Crossed Loans,
the inclusion of the original or certified copy of such document or instrument
in the Mortgage File for any of such Crossed Loans and the inclusion of a copy
of such original or certified copy in each of the Mortgage Files for the other
Crossed Loans in such group of Crossed Loans shall be deemed the inclusion of
such original or certified copy in the Mortgage Files for each such Crossed
Loan.

            (h) Notwithstanding anything to the contrary in this Agreement, the
Depositor shall deliver to the Master Servicer any original letters of credit
relating to the Mortgage Loans and the Master Servicer shall hold such letters
of credit on behalf of the Trustee.

            Section 2.02 Acceptance by Trustee.

            (a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it, subject to the provisions of Sections 2.01 and
2.02(d), to any exceptions noted on the Trustee Exception Report, and to the
further review provided for in Section 2.02(b), of the Notes, fully executed
original counterparts of the Mortgage Loan Purchase Agreements and of all other
assets included in the Trust Fund, in good faith and without notice of any
adverse claim, and declares that it holds and will hold such documents and any
other documents delivered or caused to be delivered by the Mortgage Loan Sellers
constituting the Mortgage Files, and that it holds and will hold such other
assets included in the Trust Fund, in trust for the exclusive use and benefit of
all present and future Certificateholders. All references to the "Mortgage File"
herein when used in connection with the duties or obligations of the Trustee to
hold or certify as to such Mortgage File, shall mean in respect of clause (xvi)
of the definition thereof, a copy thereof.

            (b) Within 60 days of the Closing Date, the Trustee shall review
and, subject to Sections 2.01 and 2.02(d), certify in writing to each of the
Depositor, the Master Servicer, the Special Servicer and the applicable Mortgage
Loan Seller that, as to each Loan listed in the Mortgage Loan Schedule (other
than any Loan paid in full and any Loan specifically identified in any exception
report annexed thereto as not being covered by such certification), (i) all
documents specified in clauses (i) through (v), (ix) (without regard to the
parenthetical clause), (xi), (xii), (xvi) and (xviii) of the definition of
"Mortgage File" are in its possession, and (ii) all documents delivered or
caused to be delivered by such Mortgage Loan Seller constituting the Mortgage
Files have been received, appear to have been executed, appear to be what they
purport to be, purport to be recorded or filed (if recordation or filing is
specified for such document in the definition of "Mortgage File") and have not
been torn, mutilated or otherwise defaced, and that such documents appear to
relate to the Loans identified on the Mortgage Loan Schedule.

            (c) The Trustee shall review each of the Loan Documents received
after the Closing Date; and, on or about 90 days following the Closing Date, 180
days following the Closing Date, the first anniversary of the Closing Date, 180
days following the first anniversary of the Closing Date, 270 days following the
first anniversary of the Closing Date and on the second anniversary of the
Closing Date, the Trustee shall, subject to Sections 2.01 and 2.02(d), certify
in writing to each of the Depositor, the Master Servicer, the Special Servicer
and the Mortgage Loan Seller that, as to each Loan listed on the Mortgage Loan
Schedule (excluding any Loan as to which a Liquidation Event has occurred or any
Loan specifically identified in any exception report annexed thereto as not
being covered by such certification), (i) all documents specified in clauses (i)
through (v), (ix) (without regard to the parenthetical clause), (xi) and (xii)
of the definition of "Mortgage File" are in its possession, (ii) it has received
either a recorded original of each of the assignments specified in clause (iii)
and clause (v) of the definition of "Mortgage File," or, insofar as an
unrecorded original thereof had been delivered or caused to be delivered by the
applicable Mortgage Loan Seller, a copy of such recorded original certified by
the applicable public recording office to be true and complete, and (iii) all
such Loan Documents have been received, have been executed, appear to be what
they purport to be, purport to be recorded or filed (if recordation or filing is
specified for such document in the definition of "Mortgage File") and have not
been torn, mutilated or otherwise defaced, and that such documents relate to the
Loans identified on the Mortgage Loan Schedule. The Trustee shall, upon request,
provide the Master Servicer with recording and filing information as to recorded
Mortgages, Assignments of Lease and UCC Financing Statements to the extent that
the Trustee receives them from the related recording offices.

            (d) It is herein acknowledged that the Trustee is not under any duty
or obligation (i) to determine whether any of the documents specified in clauses
(vi), (vii), (viii), (x), (xiii) through (xix) of the definition of "Mortgage
File" exist or are required to be delivered by the Depositor, a Mortgage Loan
Seller or any other Person other than to the extent identified on the related
Mortgage Loan Schedule, (ii) to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the Loans delivered to it
to determine that the same are valid, legal, effective, in recordable form,
genuine, enforceable, sufficient or appropriate for the represented purpose or
that they are other than what they purport to be on their face or (iii) to
determine whether any omnibus assignment specified in clause (vii) of the
definition of "Mortgage File" is effective under applicable law. The Trustee may
assume for purposes of certification pursuant to Section 2.02(b), that each
Mortgage File should include one state level UCC Financing Statement filing for
each Loan.

            (e) If, in the process of reviewing the Mortgage Files or at any
time thereafter, the Trustee finds that (a) any document required to be included
in the Mortgage File is not in its possession within the time required under the
applicable Mortgage Loan Purchase Agreement or (b) such document has not been
properly executed or is otherwise defective on its face (each, a "Defect" in the
related Mortgage File), the Trustee shall promptly so notify the Depositor, the
Master Servicer, the Special Servicer and the applicable Mortgage Loan Seller,
by providing a written report (the "Trustee Exception Report") setting forth for
each affected Loan, with particularity, the nature of such Defect. The Trustee
shall not be required to verify the conformity of any document with the Mortgage
Loan Schedule, except that such documents have been properly executed or
received, have been recorded or filed (if recordation is specified for such
document in the definition of "Mortgage File"), appear to be related to the
Loans identified on the Mortgage Loan Schedule, appear to be what they purport
to be, or have not been torn, mutilated or otherwise defaced.

            (f) Upon the second anniversary of the Closing Date, the Trustee
shall deliver a final exception report as to any remaining Defects or required
Loan Documents that are not in its possession and that it was required to review
pursuant to Section 2.02(c).

            Section 2.03 Representations, Warranties and Covenants of the
Depositor; Repurchase of Loans by the Mortgage Loan Sellers for Defects in
Mortgage Files and Breaches of Representations and Warranties.

            (a) The Depositor hereby represents and warrants that:

            (i) The Depositor is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware, and the
      Depositor has taken all necessary corporate action to authorize the
      execution, delivery and performance of this Agreement by it, and has the
      power and authority to execute, deliver and perform this Agreement and all
      the transactions contemplated hereby, including, but not limited to, the
      power and authority to sell, assign and transfer the Loans in accordance
      with this Agreement; the Depositor has duly authorized the execution,
      delivery and performance of this Agreement, and has duly executed and
      delivered this Agreement;

            (ii) Assuming the due authorization, execution and delivery of this
      Agreement by each other party hereto, this Agreement and all of the
      obligations of the Depositor hereunder are the legal, valid and binding
      obligations of the Depositor, enforceable against the Depositor in
      accordance with the terms of this Agreement, except as such enforcement
      may be limited by bankruptcy, insolvency, reorganization or other similar
      laws affecting the enforcement of creditors' rights generally, and by
      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 and the
      performance of its obligations hereunder by the Depositor will not
      conflict with any provisions of any law or regulations to which the
      Depositor is subject, or conflict with, result in a breach of or
      constitute a default under any of the terms, conditions or provisions of
      the certificate of incorporation or the by-laws of the Depositor or any
      indenture, agreement or instrument to which the Depositor is a party or by
      which it is bound, or any order or decree applicable to the Depositor, or
      result in the creation or imposition of any lien on any of the Depositor's
      assets or property, which would materially and adversely affect the
      ability of the Depositor to carry out the transactions contemplated by
      this Agreement; the Depositor has obtained any consent, approval,
      authorization or order of any court or governmental agency or body
      required for the execution, delivery and performance by the Depositor of
      this Agreement;

            (iv) There is no action, suit or proceeding pending or, to the
      Depositor's knowledge, threatened against the Depositor in any court or by
      or before any other governmental agency or instrumentality which would
      materially and adversely affect the validity of the Loans or the ability
      of the Depositor to carry out the transactions contemplated by this
      Agreement;

            (v) The Depositor is the lawful owner of the Loans free and clear of
      any liens, pledges, charges or security interests of any nature
      encumbering such Loan with the full right to transfer the Loans to the
      Trust Fund and upon the assignment of the Loans to the Trust, the Loans
      will be validly transferred to the Trust; and

            (vi) Following consummation of the conveyance of the Loans by the
      Depositor to the Trustee, the Depositor shall take no action inconsistent
      with the Trust Fund's ownership of the Loans, and if a third party,
      including a potential purchaser of the Loans, should inquire, the
      Depositor shall promptly indicate that the Loans have been sold and shall
      claim no ownership interest therein.

            (b) If any Certificateholder, the Master Servicer, the Special
Servicer or the Trustee discovers or receives notice of a Defect or a breach of
any representation or warranty made, or required to be made, with respect to a
Loan by any Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase
Agreement (a "Breach"), it shall give notice to the Master Servicer, the Special
Servicer and the Trustee. If the Master Servicer or the Special Servicer
determines that such Defect or Breach materially and adversely affects the value
of any Loan or the interests of the Certificateholders therein (any such Defect
or Breach, a "Material Document Defect" or a "Material Breach", respectively),
it shall give prompt written notice of such Defect or Breach to the Depositor,
the Trustee, the Master Servicer, the Special Servicer and the applicable
Mortgage Loan Seller and shall request that (A) such Mortgage Loan Seller or (B)
in the event the CSFB Mortgage Loan Seller shall fail to act, Credit Suisse
First Boston, acting through the Cayman Branch, not later than the earlier of 90
days from the receipt by the applicable Mortgage Loan Seller of such notice or
discovery by such Mortgage Loan Seller of such Defect or Breach (subject to the
second succeeding paragraph, the "Initial Resolution Period"), (i) cure such
Defect or Breach in all material respects (ii) repurchase the affected Loan at
the applicable Purchase Price in conformity with the related Mortgage Loan
Purchase Agreement or (iii) substitute a Qualified Substitute Mortgage Loan for
such affected Loan (provided that in no event shall such substitution occur
later than the second anniversary of the Closing Date) and pay to the Master
Servicer for deposit into the Collection Account any Substitution Shortfall
Amount in connection therewith in conformity with the related Mortgage Loan
Purchase Agreement; provided, however, that if (i) such Material Document Defect
or Material Breach is capable of being cured but not within the Initial
Resolution Period, (ii) such Material Document Defect or Material Breach is not
related to any Loan's not being a "qualified mortgage" within the meaning of the
REMIC Provisions and (iii) the Mortgage Loan Seller has commenced and is
diligently proceeding with the cure of such Material Document Defect or Material
Breach within the Initial Resolution Period, then the Mortgage Loan Seller shall
have an additional 90 days to cure such Material Document Defect or Material
Breach, provided that the Mortgage Loan Seller has delivered to the Master
Servicer, the Rating Agencies and the Trustee an officer's certificate from an
officer of the Mortgage Loan Seller that describes the reasons that the cure was
not effected within the Initial Resolution Period and the actions that it
proposes to take to effect the cure and that states that it anticipates that the
cure will be effected within the additional 90-day period.

            Any of the following will cause a document in the Mortgage File to
be deemed to have a "Defect" and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Loan and the value of
a Loan: (a) the absence from the Mortgage File of the original signed Note,
unless the Mortgage File contains a signed lost note affidavit and indemnity;
(b) the absence from the Mortgage File of the original signed Mortgage, unless
there is included in the Mortgage File a certified copy of the Mortgage as
recorded or as sent for recordation, together with a certificate stating that
the original signed Mortgage was sent for recordation or a copy of the Mortgage
and the related recording information; (c) the absence from the Mortgage File of
the item called for by paragraph (ix) of the definition of Mortgage File; (d)
the absence from the Mortgage File of any intervening assignment required to
create an effective assignment to the Trustee on behalf of the Trust, unless
there is included in the Mortgage File a certified copy of the intervening
assignment as recorded or as sent for recordation, together with a certificate
stating that the original intervening assignment was sent for recordation; (e)
the absence from the Servicing File of any required original letter of credit
(as required in the parenthetical exception in the first paragraph of Section
2.01(b)), provided that such Defect may be cured by the provision of a
substitute letter of credit or a cash reserve; or (f) the absence from the
Mortgage File of any required ground lease.

            Any Defect or Breach which causes any Loan not to be a "qualified
mortgage" (within the meaning of Section 860G(a)(3) of the Code) shall be deemed
to materially and adversely affect the interest of Certificateholders therein.
If the affected Loan is to be repurchased, the Master Servicer shall designate
the Collection Account as the account into which funds in the amount of the
Purchase Price are to be deposited by wire transfer.

            If (x) a Loan is to be repurchased or substituted for as
contemplated above, (y) such Loan is a Crossed Loan and (z) the applicable
Defect or Breach does not otherwise constitute a Material Document Defect or a
Material Breach, as the case may be, as to any related Crossed Loan, then the
applicable Defect or Breach shall be deemed to constitute a Material Document
Defect or a Material Breach as to any related Crossed Loan for purposes of the
above provisions, and the Mortgage Loan Seller shall be required to repurchase
or substitute for any related Crossed Loan in accordance with the provisions
above unless the Crossed Loan Repurchase Criteria would be satisfied if the
Mortgage Loan Seller were to repurchase or substitute for only the affected
Crossed Loans as to which a Material Document Defect or Material Breach had
occurred without regard to this paragraph, and in the case of either such
repurchase or substitution, all of the other requirements set forth in this
Section 2.03 applicable to a repurchase or substitution, as the case may be,
would be satisfied. In the event that the Crossed Loan Repurchase Criteria would
be so satisfied, the Mortgage Loan Seller may elect either to repurchase or
substitute for only the affected Crossed Loan as to which the Material Document
Defect or Material Breach exists or to repurchase or substitute for the
aggregated Crossed Loans. The determination of the Master Servicer as to whether
the Crossed Loan Repurchase Criteria 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 Mortgage Loan Seller to (in which case
the Mortgage Loan 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 clause (ii) of the definition of Crossed Loan Repurchase
Criteria has been satisfied, in each case at the expense of the Mortgage Loan
Seller if the scope and cost of the Appraisal is approved by the Mortgage Loan
Seller (such approval not to be unreasonably withheld).

            With respect to any Crossed Loan conveyed hereunder, to the extent
that the Mortgage Loan Seller repurchases an affected Crossed Loan in the manner
prescribed above while the Trustee continues to hold any related Crossed Loans,
the Mortgage Loan Seller and the Depositor have agreed in the Mortgage Loan
Purchase Agreement to modify, upon such repurchase or substitution, the related
Loan Documents in a manner such that such affected Crossed Loan repurchased or
substituted by the related Mortgage Loan Seller, on the one hand, and any
related Crossed Loans held by the Trustee, on the other, would no longer be
cross-defaulted or cross-collateralized with one another; provided, that the
Mortgage Loan Seller shall have furnished the Trustee, at its expense, with an
Opinion of Counsel that such modification shall not cause an Adverse REMIC
Event; provided, further, that if such Opinion cannot be furnished, the Mortgage
Loan Seller and the Depositor have agreed in the Mortgage Loan Purchase
Agreement that such repurchase or substitution of only the affected Crossed
Loan, notwithstanding anything to the contrary herein, shall not be permitted.
Any reserve or other cash collateral or letters of credit securing the Crossed
Loans shall be allocated between such Loans in accordance with the Loan
Documents. All other terms of the Loans shall remain in full force and effect,
without any modification thereof.

            In connection with any repurchase of or substitution for a Loan
contemplated by this Section 2.03, the Trustee, the Master Servicer and the
Special Servicer shall each tender to the related Mortgage Loan Seller (in the
event of a repurchase or substitution by a Mortgage Loan Seller) upon delivery
to each of the Trustee, the Master Servicer and the Special Servicer of a trust
receipt executed by such Mortgage Loan Seller, all portions of the Mortgage
File, the Servicing File and other documents pertaining to such Loan possessed
by it, and each document that constitutes a part of the Mortgage File that was
endorsed or assigned to the Trustee, shall be endorsed or assigned, as the case
may be, to such Mortgage Loan Seller in the same manner as provided in Section 7
of the related Mortgage Loan Purchase Agreement.

            Notwithstanding the foregoing, if there is a Material Breach or
Material Document Defect with respect to one or more Mortgaged Properties (but
not all of the Mortgaged Properties) with respect to a Loan, the applicable
Mortgage Loan Seller will not be obligated to repurchase or substitute for the
Loan if the affected Mortgaged Property may be released pursuant to the terms of
any partial release provisions in the related Loan Documents and the remaining
Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Loan
Documents and (i) the Mortgage Loan Seller provides an Opinion of Counsel to the
effect that such partial release would not cause an Adverse REMIC Event to
occur, (ii) such Mortgage Loan Seller pays (or causes to be paid) the applicable
release price required under the Loan Documents, and to the extent not covered
by such release price, together with any additional amounts necessary to cover
all reasonable out-of-pocket expenses reasonably incurred by the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund and (iii) such
cure by release of such Mortgaged Property is effected within the time periods
specified for cures of Material Breach or Material Defect in this Section
2.03(b).

            Section 7 of the Mortgage Loan Purchase Agreements provides the sole
remedy available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Breach. Section 7 of the Mortgage Loan
Purchase Agreements provides the sole remedy available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Defect.

            If a Mortgage Loan Seller defaults on its obligations to repurchase
any Loan as contemplated by Section 2.03(b), the Trustee shall promptly notify
the Certificateholders, the Rating Agencies, the Master Servicer and the Special
Servicer of such default. The Trustee shall enforce the obligations of the
Mortgage Loan Sellers under Section 7 of the related Mortgage Loan Purchase
Agreement. Such enforcement, including, without limitation, the legal
prosecution of claims, shall be carried out in such form, to such extent and at
such time as if it were, in its individual capacity, the owner of the affected
Loan(s). The Trustee shall be reimbursed for the reasonable costs of such
enforcement: first, from a specific recovery of costs, expenses or attorneys'
fees against the defaulting Mortgage Loan Seller; second, pursuant to Section
3.05(a)(viii) out of the related Purchase Price, to the extent that such
expenses are a specific component thereof; and third, if at the conclusion of
such enforcement action it is determined that the amounts described in clauses
first and second are insufficient, then pursuant to Section 3.05(a)(ix) out of
general collections on the Loans on deposit in the Collection Account.

            If the applicable Mortgage Loan Seller incurs any expense in
connection with the curing of a Breach which also constitutes a default under
the related Loan, such Mortgage Loan Seller shall have a right, and shall be
subrogated to the rights of the Trustee, as successor to the mortgagee, to
recover the amount of such expenses from the related Borrower; provided,
however, that such Mortgage Loan Seller's rights pursuant to this paragraph
shall be junior, subject and subordinate to the rights of the Trust Fund to
recover amounts owed by the related Borrower under the terms of such Loan,
including, without limitation, the rights to recover unreimbursed Advances,
accrued and unpaid interest on Advances at the Reimbursement Rate and unpaid or
unreimbursed expenses of the Trust Fund allocable to such Loan; provided,
further, that in the event and to the extent that such expenses of such Mortgage
Loan Seller in connection with any Loan exceed five percent of the then
outstanding principal balance of such Loan, then such Mortgage Loan Seller's
rights to reimbursement pursuant to this paragraph with respect to such Loan and
such excess expenses shall not be exercised until the payment in full of such
Loan (as such Loan may be amended or modified pursuant to the terms of this
Agreement). Notwithstanding any other provision of this Agreement to the
contrary, the Master Servicer shall not have any obligation pursuant to this
Agreement to collect such reimbursable amounts on behalf of such Mortgage Loan
Seller; provided, however, that the preceding clause shall not operate to
prevent the Master Servicer from using reasonable efforts, exercised in the
Master Servicer's sole discretion, to collect such amounts to the extent
consistent with the Servicing Standard. The Mortgage Loan Seller may pursue its
rights to reimbursement of such expenses directly against the Borrower, by suit
or otherwise, provided that (a) the Master Servicer or, with respect to a
Specially Serviced Loan, the Special Servicer determines in the exercise of its
sole discretion consistent with the Servicing Standard that such actions by the
Mortgage Loan Seller will not impair the Master Servicer's and/or the Special
Servicer's collection or recovery of principal, interest and other sums due with
respect to the related Loan which would otherwise be payable to the Master
Servicer, the Special Servicer, the Trustee and the Certificateholders pursuant
to the terms of this Agreement, (b) such actions will not include an involuntary
bankruptcy, receivership or insolvency proceeding against the Borrower, (c) such
actions will not include the foreclosure or enforcement of any lien or security
interest under the related Mortgage or other Loan Documents and (d) such actions
will not result in the imposition of an additional lien against the Mortgaged
Property.

            Section 2.04 Execution of Certificates.

            Subject to Sections 2.01 and 2.02, the Trustee hereby acknowledges
the assignment to it of the Loans and the delivery of the Mortgage Files and
fully executed original counterparts of the Mortgage Loan Purchase Agreements,
together with the assignment to it of all other assets included in the Trust
Fund. Concurrently with such assignment and delivery, as more particularly set
forth in Sections 2.05 through 2.13, the Trustee (i) hereby declares that it
holds the Loans, exclusive of Excess Interest thereon, on behalf of REMIC I and
the Holders of the Certificates, (ii) acknowledges the issuance of the REMIC I
Regular Interests and the Class R-I Interest, in exchange for the Loans,
exclusive of Excess Interest thereon, receipt of which is hereby acknowledged,
(iii) hereby declares that it holds the REMIC I Regular Interests, on behalf of
REMIC II and the Holders of the Certificates, (iv) acknowledges the issuance of
the REMIC II Regular Interests and the Class R-II Interest, in exchange for the
REMIC I Regular Interests, receipt of which is hereby acknowledged, (v) hereby
declares that it holds the REMIC II Regular Interests, on behalf of REMIC III
and the Holders of the Certificates, (vi) acknowledges the issuance of the REMIC
III Regular Interests and the Class R-III Interest, in exchange for the REMIC II
Regular Interests, receipt of which is hereby acknowledged, (vii) hereby
declares that it holds the REMIC III Regular Interests, on behalf of REMIC IV
and the Holders of the Certificates, (viii) acknowledges the issuance of the
REMIC IV Regular Interests and the Class R-IV Interest, in exchange for the
REMIC III Regular Interests, receipt of which is hereby acknowledged, and (ix)
acknowledges the issuance of the Class K-Z REMIC V Regular Interests and,
pursuant to the written request of the Depositor executed by an officer of the
Depositor, acknowledges that (A) it has executed and caused the Authenticating
Agent to authenticate and to deliver to or upon the order of the Depositor, in
exchange for the REMIC IV Regular Interests, the Regular Certificates and the
Class R Certificates (representing the Class R-V Interest as well as the Class
R-I Interest, the Class R-II Interest, the Class R-III Interest and the Class
R-IV Interest), and (B) it has executed and caused the Authenticating Agent to
authenticate and to deliver to or upon the order of the Depositor, in exchange
for the Excess Interest, the Class V Certificates, and the Depositor hereby
acknowledges the receipt by it or its designees, of all such Certificates.

            Section 2.05 Creation of REMIC I; Issuance of REMIC I Regular
Interests and Class R-I Interest.

            (a) It is the intention of the parties hereto that the following
segregated pool of assets constitute a REMIC for federal income tax purposes,
and that such segregated pool of assets be designated as "REMIC I": (i) the
Loans that are from time to time subject to this Agreement and all payments
under and proceeds of such Loans (exclusive of Excess Interest) received after
the Closing Date or, in the case of a Qualified Substitute Mortgage Loan, after
the related date of substitution (other than scheduled payments of interest and
principal due on or before the Cut-off Date or, in the case of a Qualified
Substitute Mortgage Loan, on or before the related date of substitution),
together with all documents included in the related Mortgage Files and Servicing
Files and any Additional Collateral; (ii) any REO Property acquired in respect
of any such Loan; (iii) such funds and assets as from time to time are deposited
in the Collection Account, the REMIC I Distribution Account, the Excess
Liquidation Proceeds Account, the Interest Reserve Account and, if established,
the REO Account; (iv) the rights of the Depositor under the Mortgage Loan
Purchase Agreements; and (v) the rights of the Trustee and the
Certificateholders as third party beneficiaries under the Mortgage Loan Purchase
Agreements. The Closing Date is hereby designated as the "Startup Day" of REMIC
I within the meaning of Section 860G(a)(9) of the Code. Solely for purposes of
satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the "latest
possible maturity date" for each REMIC I Regular Interest shall be the first
Distribution Date that follows the Maturity Date for the related Loan.

            (b) Concurrently with the assignment of the Loans (exclusive of
Excess Interest) and certain related assets to the Trustee pursuant to Section
2.01(a) and in exchange therefor, the REMIC I Regular Interests and the Class
R-I Interest shall be issued. A separate REMIC I Regular Interest shall be
issued with respect to each Loan. For purposes of this Agreement, each REMIC I
Regular Interest shall relate to the Loan in respect of which it was issued, to
each Qualified Substitute Mortgage Loan (if any) substituted for such Loan, and
to each REO Loan deemed outstanding with respect to an REO Property (if any)
acquired in respect of such Loan or any such Qualified Substitute Mortgage Loan.
None of the REMIC I Regular Interests shall be certificated. The interests
evidenced by the Class R-I Interest and the REMIC I Regular Interests shall
constitute the entire beneficial ownership of REMIC I.

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

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

            (e) Each REMIC I Regular Interest shall have a principal balance
(herein referred to as its "Uncertificated Principal Balance"). As of the
Closing Date, the Uncertificated Principal Balance of each REMIC I Regular
Interest shall equal the Cut-off Date Principal Balance of the related Loan. On
each Distribution Date, the Uncertificated Principal Balance of each REMIC I
Regular Interest shall be permanently reduced by any distributions of principal
deemed made in respect of such REMIC I Regular Interest on such Distribution
Date pursuant to Section 4.01(k) and, further, by any Collateral Support Deficit
deemed allocated to such REMIC I Regular Interest on such Distribution Date
pursuant to Section 4.04(f). Except as provided in the preceding sentence, the
Uncertificated Principal Balance of each REMIC I Regular Interest shall not
otherwise be increased or reduced. Deemed distributions in reimbursement of
REMIC II with respect to any REMIC I Regular Interest for previously allocated
Collateral Support Deficits shall not constitute deemed distributions of
principal and shall not result in reduction of the Uncertified Principal Balance
of such REMIC I Regular Interest.

            (f) As provided below, each REMIC I Regular Interest shall bear
interest, such interest to accrue on its Uncertificated Principal Balance
outstanding from time to time. The per annum rate (the "REMIC I Remittance
Rate") at which each REMIC I Regular Interest shall accrue interest during each
Interest Accrual Period shall equal the Net Mortgage Pass-Through Rate in effect
for the related Loan and the related Interest Accrual Period.

            (g) Interest in respect of each REMIC I Regular Interest shall
commence accruing on the Cut-off Date and, during each Interest Accrual Period,
shall accrue at the applicable REMIC I Remittance Rate on the Uncertificated
Principal Balance of such REMIC I Regular Interest outstanding immediately prior
to the related Distribution Date. Such interest in respect of each REMIC I
Regular Interest shall be calculated on the basis of a 360-day year consisting
of twelve 30-day months. Notwithstanding the foregoing, the aggregate amount of
such interest accrued in respect of each REMIC I Regular Interest during each
Interest Accrual Period shall be reduced (to not less than zero) by such REMIC I
Regular Interest's allocable share of the Uncovered Prepayment Interest
Shortfall Amount (if any) for the related Distribution Date. The Uncovered
Prepayment Interest Shortfall Amount (if any) for each Distribution Date shall
be allocated among all the REMIC I Regular Interests on a pro rata basis in
accordance with the respective amounts of interest that would otherwise have
accrued in respect thereof during the related Interest Accrual Period without
regard to any reduction in connection with such Uncovered Prepayment Interest
Shortfall Amount. Except as provided in the two preceding sentences, the
aggregate amount of interest accrued in respect of any REMIC I Regular Interest
shall not otherwise be increased or reduced.

            (h) The Class R-I Interest shall not have a principal balance and
shall not bear interest.

            Section 2.06 Conveyance of REMIC I Regular Interests; Acceptance of
REMIC I Regular Interests by Trustee.

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

            Section 2.07 Creation of REMIC II; Issuance of REMIC II Regular
Interests and Class R-II Interest.

            (a) It is the intention of the parties hereto that the segregated
pool of assets consisting of the REMIC I Regular Interests and amounts held from
time to time in the REMIC II Distribution Account constitute a REMIC for federal
income tax purposes, and that such segregated pool of assets be designated as
"REMIC II". The Closing Date is hereby designated as the "Startup Day" of REMIC
II within the meaning of Section 860G(a)(9) of the Code. Solely for purposes of
satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the "latest
possible maturity date" of each REMIC II Regular Interest shall be the Rated
Final Distribution Date.

            (b) Concurrently with the assignment of the REMIC I Regular
Interests to the Trustee pursuant to Section 2.06 and in exchange therefor, the
REMIC II Regular Interests and the Class R-II Interest shall be issued. There
shall be 19 separate REMIC II Regular Interests, and none of the REMIC II
Regular Interests shall be certificated.

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

            (d) The REMIC II Regular Interests are hereby designated as "REMIC
II Regular Interest A-1", "REMIC II Regular Interest A-2", "REMIC II Regular
Interest A-3A", "REMIC II Regular Interest A-3B", "REMIC II Regular Interest B",
"REMIC II Regular Interest C", "REMIC II Regular Interest D", "REMIC II Regular
Interest E", "REMIC II Regular Interest F", "REMIC II Regular Interest G",
"REMIC II Regular Interest H", "REMIC II Regular Interest J", "REMIC II Regular
Interest L", "REMIC II Regular Interest M", "REMIC II Regular Interest N",
"REMIC II Regular Interest O", "REMIC II Regular Interest P", "REMIC II Regular
Interest Q" and "REMIC Regular Interest S", respectively.

            (e) Each REMIC II Regular Interest shall have a principal balance
(herein referred to as its "Uncertificated Principal Balance"). The following
table sets forth for each REMIC II Regular Interest the initial Uncertificated
Principal Balance thereof:

      Designation of         Initial Uncertificated
 REMIC II Regular Interest     Principal Balance
 -------------------------   ----------------------
            A-1                   $54,740,000
            A-2                   $112,435,000
           A-3A                   $117,759,000
           A-3B                   $483,300,000
             B                    $ 39,715,000
             C                    $ 13,652,000
             D                    $ 26,063,000
             E                    $ 14,893,000
             F                    $ 13,652,000
             G                    $ 14,893,000
             H                    $ 14,893,000
             J                    $ 19,857,000
             L                    $ 16,134,000
             M                    $ 8,688,000
             N                    $ 7,447,000
             O                    $ 8,687,000
             P                    $ 4,965,000
             Q                    $ 4,964,000
             S                    $ 16,134,599

            On each Distribution Date, the Uncertificated Principal Balance of
each REMIC II Regular Interest shall be permanently reduced by any distributions
of principal deemed made in respect of such REMIC II Regular Interest on such
Distribution Date pursuant to Section 4.01(l) and, further, by any Collateral
Support Deficit deemed allocated to such REMIC II Regular Interest on such
Distribution Date pursuant to Section 4.04(e). Except as provided in the
preceding sentence, the Uncertificated Principal Balance of each REMIC II
Regular Interest shall not otherwise be increased or decreased. Deemed
distributions in reimbursement of REMIC III with respect to any REMIC II Regular
Interest for previously allocated Collateral Support Deficits shall not
constitute deemed distributions of principal and shall not result in reduction
of the Uncertificated Principal Balance of such REMIC II Regular Interest.

            (f) As provided below, each REMIC II Regular Interest shall bear
interest, such interest to accrue on its Uncertificated Principal Balance
outstanding from time to time. The per annum rate (the "REMIC II Remittance
Rate") at which each REMIC II Regular Interest shall accrue interest shall be
variable and, with respect to any Interest Accrual Period, shall equal the
weighted average, expressed as a percentage and rounded to six decimal places,
of the respective REMIC I Remittance Rates in effect for all the REMIC I Regular
Interests for such Interest Accrual Period, weighted on the basis of the
respective Uncertificated Principal Balances of such REMIC I Regular Interests
outstanding immediately prior to the related Distribution Date (i.e., the
Weighted Average Net Mortgage Rate).

            (g) Interest in respect of each REMIC II Regular Interest shall
commence accruing on the Cut-off Date and, during each Interest Accrual Period,
shall accrue at the applicable REMIC II Remittance Rate on the Uncertificated
Principal Balance of such REMIC II Regular Interest outstanding immediately
prior to the related Distribution Date. Such interest in respect of each REMIC
II Regular Interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months. Notwithstanding the foregoing, the aggregate
amount of such interest accrued in respect of each REMIC II Regular Interest
during each Interest Accrual Period shall be reduced (to not less than zero) by
such REMIC II Regular Interest's allocable share of the Uncovered Prepayment
Interest Shortfall Amount (if any) for the related Distribution Date. The
Uncovered Prepayment Interest Shortfall Amount (if any) for each Distribution
Date shall be allocated among all the REMIC II Regular Interests on a pro rata
basis in accordance with the respective amounts of interest that would otherwise
have accrued in respect thereof during the related Interest Accrual Period
without regard to any reduction in connection with such Uncovered Prepayment
Interest Shortfall Amount. Except as provided in the preceding two sentences,
the aggregate amount of interest accrued in respect of any REMIC II Regular
Interest during any Interest Accrual Period shall not otherwise be increased or
reduced.

            (h) The Class R-II Interest shall not have a principal balance and
shall not bear interest.

            Section 2.08 Conveyance of REMIC II Regular Interests; Acceptance of
REMIC II Regular Interests by Trustee.

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

            Section 2.09 Creation of REMIC III; Issuance of REMIC III Regular
Interests and Class R-III Interest.

            (a) It is the intention of the parties hereto that the segregated
pool of assets consisting of the REMIC II Regular Interests and amounts held
from time to time in the REMIC III Distribution Account constitute a REMIC for
federal income tax purposes, and that such segregated pool of assets be
designated as "REMIC III". The Closing Date is hereby designated as the "Startup
Day" of REMIC III within the meaning of Section 860G(a)(9) of the Code. Solely
for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" of each Class of REMIC III Regular Interests
(other than the Group SP REMIC III Regular Interests) shall be the Rated Final
Distribution Date, and for each Class of Group SP REMIC III Regular Interests
shall be the Distribution Date in March 2009.

            (b) Concurrently with the assignment of the REMIC II Regular
Interests to the Trustee pursuant to Section 2.08 and in exchange therefor, the
REMIC III Regular Interests and the Class R-III Interest shall be issued. There
shall be 99 separate REMIC III Regular Interests, and none of the REMIC III
Regular Interests shall be certificated.

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

            (d) The REMIC III Regular Interests are hereby designated as: (i)
"REMIC III Regular Interest SP-A-3B, "REMIC III Regular Interest SP-B", "REMIC
III Regular Interest SP-C", "REMIC III Regular Interest SP-D", "REMIC III
Regular Interest SP-E", "REMIC III Regular Interest SP-F" and "REMIC III Regular
Interest SP-G" (collectively, the "Group SP REMIC III Regular Interests"); (ii)
"REMIC III Regular Interest AX-A-1", "REMIC III Regular Interest AX-A-2", "REMIC
III Regular Interest AX-A-3A", "REMIC III Regular Interest AX-A-3B", "REMIC III
Regular Interest AX-B", "REMIC III Regular Interest AX-C", "REMIC III Regular
Interest AX-D", "REMIC III Regular Interest AX-E", "REMIC III Regular Interest
AX-F", "REMIC III Regular Interest AX-G", "REMIC III Regular Interest AX-H",
"REMIC III Regular Interest AX-J", "REMIC III Regular Interest AX-L", "REMIC III
Regular Interest AX-M", "REMIC III Regular Interest AX-N", "REMIC III Regular
Interest AX-O", "REMIC III Regular Interest AX-P", "REMIC III Regular Interest
AX-Q" and "REMIC III Regular Interest AX-S" (collectively, the "Group AX REMIC
III Regular Interests"); (iii) "REMIC III Regular Interest KK-A-1", "REMIC III
Regular Interest KK-A-2", "REMIC III Regular Interest KK-A-3A", "REMIC III
Regular Interest KK-A-3B", "REMIC III Regular Interest KK-B", "REMIC III Regular
Interest KK-C", "REMIC III Regular Interest KK-D", "REMIC III Regular Interest
KK-E", "REMIC III Regular Interest KK-F", "REMIC III Regular Interest KK-G",
"REMIC III Regular Interest KK-H", "REMIC III Regular Interest KK-J", "REMIC III
Regular Interest KK-L", "REMIC III Regular Interest KK-M", "REMIC III Regular
Interest KK-N", "REMIC III Regular Interest KK-O", "REMIC III Regular Interest
KK-P", "REMIC III Regular Interest KK-Q" and "REMIC III Regular Interest KK-S"
(collectively, the "Group KK REMIC III Regular Interests"); (iv) "REMIC III
Regular Interest A-1-Major", "REMIC III Regular Interest A-2-Major", "REMIC III
Regular Interest A-3-Major", "REMIC III Regular Interest B-Major", "REMIC III
Regular Interest C-Major", "REMIC III Regular Interest D-Major", "REMIC III
Regular Interest E-Major", "REMIC III Regular Interest F-Major", "REMIC III
Regular Interest G-Major", "REMIC III Regular Interest H-Major", "REMIC III
Regular Interest J-Major", "REMIC III Regular Interest L-Major", "REMIC III
Regular Interest M-Major", "REMIC III Regular Interest N-Major", "REMIC III
Regular Interest O-Major", "REMIC III Regular Interest P-Major", "REMIC III
Regular Interest Q-Major" and "REMIC III Regular Interest S-Major"
(collectively, the "Major Sequential Pay REMIC III Regular Interests"); (v)
"REMIC III Regular Interest A-1-Minor1", "REMIC III Regular Interest
A-2-Minor1", "REMIC III Regular Interest A-3-Minor1", "REMIC III Regular
Interest B-Minor1", "REMIC III Regular Interest C-Minor1", "REMIC III Regular
Interest D-Minor1", "REMIC III Regular Interest E-Minor1", "REMIC III Regular
Interest F-Minor1", "REMIC III Regular Interest G-Minor1", "REMIC III Regular
Interest H-Minor1", "REMIC III Regular Interest J-Minor1", "REMIC III Regular
Interest L-Minor1", "REMIC III Regular Interest M-Minor1", "REMIC III Regular
Interest N-Minor1", "REMIC III Regular Interest O-Minor1", "REMIC III Regular
Interest P-Minor1", "REMIC III Regular Interest Q-Minor1" and "REMIC III Regular
Interest S-Minor1" (collectively, the "Group 1 Minor Sequential Pay REMIC III
Regular Interests"); and (vi) "REMIC III Regular Interest A-1-Minor2", "REMIC
III Regular Interest A-2-Minor2", "REMIC III Regular Interest A-3-Minor2",
"REMIC III Regular Interest B-Minor2", "REMIC III Regular Interest C-Minor2",
"REMIC III Regular Interest D-Minor2", "REMIC III Regular Interest E-Minor2",
"REMIC III Regular Interest F-Minor2", "REMIC III Regular Interest G-Minor2",
"REMIC III Regular Interest H-Minor2", "REMIC III Regular Interest J-Minor2",
"REMIC III Regular Interest L-Minor2", "REMIC III Regular Interest M-Minor2",
"REMIC III Regular Interest N-Minor2", "REMIC III Regular Interest O-Minor2",
"REMIC III Regular Interest P-Minor2" "REMIC III Regular Interest Q-Minor2" and
"REMIC III Regular Interest S-Minor2" (collectively, the "Group 2 Minor
Sequential Pay REMIC III Regular Interests"; and, collectively with the Major
Sequential Pay REMIC III Regular Interests and the Group 1 Minor Sequential Pay
REMIC III Regular Interests, the "Sequential Pay REMIC III Regular Interests").

            (e) Each Sequential Pay REMIC III Regular Interest shall have a
principal balance (herein referred to as its "Uncertificated Principal
Balance"). As provided below, each Sequential Pay REMIC III Regular Interest
shall bear interest, such interest to accrue on its Uncertificated Principal
Balance outstanding from time to time. The per annum rate at which each REMIC
III Regular Interest accrues interest is herein referred to as its "REMIC III
Remittance Rate". The REMIC III Remittance Rate at which each Sequential Pay
REMIC III Regular Interest accrues interest is fixed.

            The following table sets forth for each Sequential Pay REMIC III
Regular Interest the initial Uncertificated Principal Balance thereof and the
fixed REMIC III Remittance Rate with respect thereto:

              Designation of            Initial
           Sequential Pay REMIC     Uncertificated        REMIC III
           III Regular Interest    Principal Balance   Remittance Rate
           --------------------    -----------------   ---------------
                A-1-Major             $53,645,200          4.6270%
                A-2-Major            $110,186,300          6.2210%
                A-3-Major            $589,037,820          6.4390%
                B-Major               $38,920,700          6.5740%
                C-Major               $13,378,960          6.6570%
                D-Major               $25,541,740          6.7160%
                E-Major               $14,595,140          6.8010%
                F-Major               $13,378,960          7.0670%
                G-Major               $14,595,140          7.1650%
                H-Major               $14,595,140          7.4339%
                J-Major               $19,459,860          6.2940%
                L-Major               $15,972,660          6.2940%
                M-Major                $8,514,240          6.2940%
                N-Major                $7,298,060          6.2940%
                O-Major                $8,513,260          6.2940%
                P-Major                $4,865,700          6.2940%
                Q-Major                $4,864,720          6.2940%
                S-Major               $15,811,907          6.2940%

                A-1-Minor1               $547,400          4.6270%
                A-2-Minor1             $1,124,350          6.2210%
                A-3-Minor1             $6,010,590          6.4390%
                B-Minor1                 $397,150          6.5740%
                C-Minor1                 $136,520          6.6570%
                D-Minor1                 $260,630          6.7160%
                E-Minor1                 $148,930          6.8010%
                F-Minor1                 $136,520          7.0670%
                G-Minor1                 $148,930          7.1650%
                H-Minor1                 $148,930          7.4339%
                J-Minor1                 $198,570          6.2940%
                L-Minor1                 $161,340          6.2940%
                M-Minor1                  $86,880          6.2940%
                N-Minor1                  $74,470          6.2940%
                O-Minor1                  $86,870          6.2940%
                P-Minor1                  $49,650          6.2940%
                Q-Minor1                  $49,640          6.2940%
                S-Minor1                 $161,346          6.2940%

                A-1-Minor2               $547,400          4.6270%
                A-2-Minor2             $1,124,350          6.2210%
                A-3-Minor2             $6,010,590          6.4390%
                B-Minor2                 $397,150          6.5740%
                C-Minor2                 $136,520          6.6570%
                D-Minor2                 $260,630          6.7160%
                E-Minor2                 $148,930          6.8010%
                F-Minor2                 $136,520          7.0670%
                G-Minor2                 $148,930          7.1650%
                H-Minor2                 $148,930          7.4339%
                J-Minor2                 $198,570          6.2940%
                L-Minor2                 $161,340          6.2940%
                M-Minor2                  $86,880          6.2940%
                N-Minor2                  $74,470          6.2940%
                O-Minor2                  $86,870          6.2940%
                P-Minor2                  $49,650          6.2940%
                Q-Minor2                  $49,640          6.2940%
                S-Minor2                 $161,346          6.2940%

            On each Distribution Date, the Uncertificated Principal Balance of
each Sequential Pay REMIC III Regular Interest shall be permanently reduced by
any distributions of principal deemed made in respect of such Sequential Pay
REMIC III Regular Interest on such Distribution Date pursuant to Section 4.01(i)
and, further, by any Collateral Support Deficit deemed allocated to such
Sequential Pay REMIC III Regular Interest on such Distribution Date pursuant to
Section 4.04(d). Except as provided in the preceding sentence, the
Uncertificated Principal Balance of each Sequential Pay REMIC III Regular
Interest shall not otherwise be increased or decreased. Deemed distributions in
reimbursement of REMIC IV with respect to any Sequential Pay REMIC III Regular
Interest for previously allocated Collateral Support Deficits shall not
constitute deemed distributions of principal and shall not result in reduction
of the Uncertificated Principal Balance of such Sequential Pay REMIC III Regular
Interest.

            (f) The Group SP REMIC III Regular Interests, the Group AX REMIC III
Regular Interests and the Group KK REMIC III Regular Interests shall not have
principal balances; however, each such REMIC III Regular Interest shall bear
interest. Each such REMIC III Regular Interest shall constitute an interest
strip off a particular REMIC II Regular Interest and shall, for purposes of this
Agreement, be considered to relate to such REMIC II Regular Interest. The
following tables identify the REMIC II Regular Interest that relates to each
Group SP, Group AX and Group KK REMIC III Regular Interest:

   Designation of Group SP        Designation of Related
  REMIC III Regular Interest     REMIC II Regular Interest
  --------------------------     -------------------------
           SP-A-3B                         A-3B
             SP-B                            B
             SP-C                            C
             SP-D                            D
             SP-E                            E
             SP-F                            F
             SP-G                            G

   Designation of Group AX        Designation of Related
  REMIC III Regular Interest     REMIC II Regular Interest
  --------------------------     -------------------------
            AX-A-1                         A-1
            AX-A-2                         A-2
           AX-A-3A                         A-3A
           AX-A-3B                         A-3B
             AX-B                           B
             AX-C                           C
             AX-D                           D
             AX-E                           E
             AX-F                           F
             AX-G                           G
             AX-H                           H
             AX-J                           J
             AX-L                           L
             AX-M                           M
             AX-N                           N
             AX-O                           O
             AX-P                           P
             AX-Q                           Q
             AX-S                           S

   Designation of Group KK        Designation of Related
  REMIC III Regular Interest     REMIC II Regular Interest
  --------------------------     -------------------------
            KK-A-1                         A-1
            KK-A-2                         A-2
           KK-A-3A                         A-3A
           KK-A-3B                         A-3B
             KK-B                           B
             KK-C                           C
             KK-D                           D
             KK-E                           E
             KK-F                           F
             KK-G                           G
             KK-H                           H
             KK-J                           J
             KK-L                           L
             KK-M                           M
             KK-N                           N
             KK-O                           O
             KK-P                           P
             KK-Q                           Q
             KK-S                           S

            As provided below, interest in respect of each Group SP, Group AX
and Group KK REMIC III Regular Interest shall accrue on a notional amount (an
"Uncertificated Notional Amount") equal to the Uncertificated Principal Balance
of the related REMIC II Regular Interest outstanding from time to time.

            The REMIC III Remittance Rate at which each Group SP REMIC III
Regular Interest shall accrue interest during each Interest Accrual Period that
occurs during the period from the Cut-off Date through the end of February 2009,
shall equal the excess if any of (i) the lesser of (A) the I/O Split Rate in
respect of such Group SP REMIC III Regular Interest for such Interest Accrual
Period as specified in Schedule I or (B) the REMIC II Remittance Rate in respect
of the related REMIC II Regular Interest for such Interest Accrual Period, over
(ii) the REMIC III Remittance Rate for the Major Sequential Pay REMIC III
Regular Interest that has (without regard to the inclusion of the word "Major")
the same alphabetical and/or numerical designation as such related REMIC II
Regular Interest. The REMIC III Remittance Rate at which each Group SP REMIC III
Regular Interest shall accrue interest during each Interest Accrual Period after
the end of February 2009 shall be 0% per annum.

            The REMIC III Remittance Rate at which each Group KK REMIC III
Regular Interest shall accrue interest during each Interest Accrual Period prior
to the Final Group KK Interest Accrual Period), shall equal the product of (i)
62.00% (except as provided below for the Final Group KK Interest Accrual Period)
and (ii) the excess, if any, of (A) the REMIC II Remittance Rate in respect of
the related REMIC II Regular Interest for such Interest Accrual Period, over (B)
the REMIC III Remittance Rate for the Major Sequential Pay REMIC III Regular
Interest that has (without regard to the inclusion of the word "Major" and in
the case of REMIC III Regular Interest KK-A-3A and REMIC III Regular Interest
KK-A-3B, using the REMIC III Remittance Rate for REMIC III Regular Interest
A-3-Major) the same alphabetical and/or numerical designation as such related
REMIC II Regular Interest (or, in the case of each of REMIC III Regular Interest
KK-A-3B, REMIC III Regular Interest KK-B, REMIC III Regular Interest KK-C, REMIC
III Regular Interest KK-D, REMIC III Regular Interest KK-E, REMIC III Regular
Interest KK-F and REMIC III Regular Interest KK-G, if such Interest Accrual
Period occurs during the period from the Cut-off Date through the end of
February 2009, the I/O Split Rate in respect of the Group SP REMIC III Regular
Interest with the same Uncertificated Notional Amount as such Group KK REMIC III
Regular Interest for such Interest Accrual Period). The REMIC III Remittance
Rate at which each Group KK REMIC III Regular Interest shall accrue interest
during the Final Group KK Interest Accrual Period shall be the rate provided in
the preceding sentence, but substituting for 62.00% in clause (i) thereof the
percentage that would cause the excess of clause (i) over clause (ii) in the
definition of "Final Group KK Interest Accrual Period" to be reduced to zero.
The REMIC III Remittance Rate at which each Group KK REMIC III Regular Interest
shall accrue interest during each Interest Accrual Period subsequent to the
Final Group KK Interest Accrual Period shall be 0% per annum.

            The "Final Group KK Interest Accrual Period" shall be the first
Interest Accrual Period in respect of which the aggregate amount of Accrued
Interest for all the Group KK REMIC III Regular Interests, collectively, is
equal to or greater than the excess, if any, of (i) the aggregate Uncertificated
Principal Balance of REMIC III Regular Interests J-Major, J-Minor1 and J-Minor2
outstanding immediately prior to the related Distribution Date, over (ii) the
sum of (A) the aggregate Accrued Interest for all the Group KK REMIC III Regular
Interests, collectively, for all prior Interest Accrual Periods, plus (B) the
aggregate amount of Prepayment Premiums and Yield Maintenance Premiums deemed
distributed in respect of the Group KK REMIC III Regular Interests pursuant to
Section 4.01(c), collectively, on each and every Distribution Date up to and
including the related Distribution Date.

            The REMIC III Remittance Rate at which each Group AX REMIC III
Regular Interest shall accrue interest during each Interest Accrual Period shall
equal the excess, if any, of (i) the REMIC II Remittance Rate in respect of the
related REMIC II Regular Interest for such Interest Accrual Period, over (ii)
the sum of (A) the REMIC III Remittance Rate for the Major Sequential Pay REMIC
III Regular Interest that has (without regard to the inclusion of the word
"Major") the same alphabetical and/or numerical designation as such related
REMIC II Regular Interest, plus (B) (if such Interest Accrual Period coincides
with or precedes the Final Group KK Interest Accrual Period) the REMIC III
Remittance Rate at which the Group KK REMIC III Regular Interest with the same
Uncertificated Notional Amount as such Group AX REMIC III Regular Interest is
accruing interest during such Interest Accrual Period, plus (C) (in the case of
each of REMIC III Regular Interest AX-A-3B, REMIC III Regular Interest AX-B,
REMIC III Regular Interest AX-C, REMIC III Regular Interest AX-D, REMIC III
Regular Interest AX-E, REMIC III Regular Interest AX-F and REMIC III Regular
Interest AX-G, if such Interest Accrual Period occurs during the period from the
Cut-off Date through the end of February 2009) the REMIC III Remittance Rate at
which the Group SP REMIC III Regular Interest with the same Uncertificated
Notional Amount as such Group AX REMIC III Regular Interest is accruing interest
during such Interest Accrual Period.

            (g) Interest in respect of each REMIC III Regular Interest shall
commence accruing on the Cut-off Date and, during each Interest Accrual Period,
shall accrue at the applicable REMIC III Remittance Rate on the Uncertificated
Principal Balance or Uncertificated Notional Amount, as the case may be, of such
REMIC III Regular Interest outstanding immediately prior to the related
Distribution Date. Such interest in respect of each REMIC III Regular Interest
shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months. Notwithstanding the foregoing, the aggregate amount of such interest
accrued in respect of each REMIC III Regular Interest during each Interest
Accrual Period shall be reduced (to not less than zero) by such REMIC III
Regular Interest's allocable share of the Uncovered Prepayment Interest
Shortfall Amount (if any) for the related Distribution Date. The Uncovered
Prepayment Interest Shortfall Amount (if any) for each Distribution Date shall
be allocated among all the REMIC III Regular Interests on a pro rata basis in
accordance with the respective amounts of interest that would otherwise have
accrued in respect thereof during the related Interest Accrual Period without
regard to any reduction in connection with such Uncovered Prepayment Interest
Shortfall Amount. Except as provided in the preceding two sentences, the
aggregate amount of interest accrued in respect of any REMIC III Regular
Interest during any Interest Accrual Period shall not otherwise be increased or
reduced.

            (h) The Class R-III Certificate shall not have a principal balance
and shall not bear interest.

            Section 2.10 Conveyance of REMIC III Regular Interests; Acceptance
of REMIC III Regular Interests by Trustee.

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

            Section 2.11 Creation of REMIC IV; Issuance of REMIC IV Regular
Interests and Class R-IV Interest.

            (a) It is the intention of the parties hereto that the segregated
pool of assets consisting of the REMIC III Regular Interests and amounts held
from time to time in the REMIC IV Distribution Account constitute a REMIC for
federal income tax purposes, and that such segregated pool of assets be
designated as "REMIC IV". The Closing Date is hereby designated as the "Startup
Day" of REMIC IV within the meaning of Section 860G(a)(9) of the Code. Solely
for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" of each Class of REMIC IV Regular Interests
(other than REMIC IV Regular Interest SP) shall be the Rated Final Distribution
Date, and for REMIC IV Regular Interest SP shall be the Distribution Date in
March 2009.

            (b) Concurrently with the assignment of the REMIC III Regular
Interests to the Trustee pursuant to Section 2.10 and in exchange therefor, the
REMIC IV Regular Interests and the Class R-IV Interest shall be issued. There
shall be 76 separate REMIC IV Regular Interests, and none of the REMIC IV
Regular Interests shall be certificated.

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

            (d) The REMIC IV Regular Interests are hereby designated as: (i)
"REMIC IV Regular Interest SP"; (ii) "REMIC IV Regular Interest AX"; (iii)
"REMIC IV Regular Interest KK"; (iv) "REMIC IV Regular Interest A-1-Major",
"REMIC IV Regular Interest A-2-Major", "REMIC IV Regular Interest A-3-Major",
"REMIC IV Regular Interest B-Major", "REMIC IV Regular Interest C-Major", "REMIC
IV Regular Interest D-Major", "REMIC IV Regular Interest E-Major", "REMIC IV
Regular Interest F-Major", "REMIC IV Regular Interest G-Major", "REMIC IV
Regular Interest H-Major", "REMIC IV Regular Interest J-Major", "REMIC IV
Regular Interest L-Major", "REMIC IV Regular Interest M-Major", "REMIC IV
Regular Interest N-Major", "REMIC IV Regular Interest O-Major", "REMIC IV
Regular Interest P-Major", "REMIC IV Regular Interest Q-Major" and "REMIC IV
Regular Interest S-Major" (collectively, the "Major Sequential Pay REMIC IV
Regular Interests"); (v) "REMIC IV Regular Interest LT-IV-Minor, "REMIC IV
Regular Interest A-1-Minor", "REMIC IV Regular Interest A-2-Minor", "REMIC IV
Regular Interest A-3-Minor", "REMIC IV Regular Interest B-Minor", "REMIC IV
Regular Interest C-Minor", "REMIC IV Regular Interest D-Minor", "REMIC IV
Regular Interest E-Minor", "REMIC IV Regular Interest F-Minor", "REMIC IV
Regular Interest G-Minor", "REMIC IV Regular Interest H-Minor", "REMIC IV
Regular Interest J-Minor", "REMIC IV Regular Interest L-Minor", "REMIC IV
Regular Interest M-Minor", "REMIC IV Regular Interest N-Minor", "REMIC IV
Regular Interest O-Minor", "REMIC IV Regular Interest P-Minor", "REMIC IV
Regular Interest Q-Minor" and "REMIC IV Regular Interest S-Minor" (collectively,
the "Minor Sequential Pay REMIC IV Regular Interests"; and, collectively with
the Major Sequential Pay REMIC IV Regular Interests, the "Sequential Pay REMIC
IV Regular Interests"); (vi) "REMIC IV Regular Interest IO-1A1", "REMIC IV
Regular Interest IO-1A2", "REMIC IV Regular Interest IO-1A3", "REMIC IV Regular
Interest IO-1B", "REMIC IV Regular Interest IO-1C", "REMIC IV Regular Interest
IO-1D, "REMIC IV Regular Interest IO-1E", "REMIC IV Regular Interest IO-1F",
"REMIC IV Regular Interest IO-1G", "REMIC IV Regular Interest IO-1H", "REMIC IV
Regular Interest IO-1J", "REMIC IV Regular Interest IO-1L", "REMIC IV Regular
Interest IO-1M", "REMIC IV Regular Interest IO-1N", "REMIC IV Regular Interest
IO-1O", "REMIC IV Regular Interest IO-1P", "REMIC IV Regular Interest IO-1Q" and
"REMIC IV Regular Interest IO-1S" (collectively, the "Group IO-1 REMIC IV
Regular Interests"); and (vii) "REMIC IV Regular Interest IO-2A1", "REMIC IV
Regular Interest IO-2A2", "REMIC IV Regular Interest IO-2A3", "REMIC IV Regular
Interest IO-2B", "REMIC IV Regular Interest IO-2C", "REMIC IV Regular Interest
IO-2D, "REMIC IV Regular Interest IO-2E", "REMIC IV Regular Interest IO-2F",
"REMIC IV Regular Interest IO-2G", "REMIC IV Regular Interest IO-2H", "REMIC IV
Regular Interest IO-2J", "REMIC IV Regular Interest IO-2L", "REMIC IV Regular
Interest IO-2M", "REMIC IV Regular Interest IO-2N", "REMIC IV Regular Interest
IO-2O", "REMIC IV Regular Interest IO-2P", "REMIC IV Regular Interest IO-2Q" and
"REMIC IV Regular Interest IO-2S" (collectively, the "Group IO-2 REMIC IV
Regular Interests").

            (e) Each Sequential Pay REMIC IV Regular Interest shall have a
principal balance (herein referred to as its "Uncertificated Principal
Balance"). As provided below, each Sequential Pay REMIC IV Regular Interest
shall bear interest, such interest to accrue on its Uncertificated Principal
Balance outstanding from time to time. The per annum rate at which each REMIC IV
Regular Interest (other than REMIC IV Regular Interest SP, REMIC IV Regular
Interest AX and REMIC IV Regular Interest KK) accrues interest is herein
referred to as its "REMIC IV Remittance Rate". The REMIC IV Remittance Rate at
which each Sequential Pay REMIC IV Regular Interest accrues interest is
described in the following table.

            The following table sets forth for each Sequential Pay REMIC IV
Regular Interest the initial Uncertificated Principal Balance thereof and the
fixed REMIC IV Remittance Rate with respect thereto.

     Designation of             Initial
     Sequential Pay          Uncertificated        REMIC IV
REMIC IV Regular Interest  Principal Balance    Remittance Rate
-------------------------  -----------------    ---------------
      A-1-Major              $53,645,200            4.6270%
      A-2-Major             $110,186,300            6.2210%
      A-3-Major             $589,037,820            6.4390%
      B-Major                $38,920,700            6.5740%
      C-Major                $13,378,960            6.6570%
      D-Major                $25,541,740            6.7160%
      E-Major                $14,595,140            6.8010%
      F-Major                $13,378,960            7.0670%
      G-Major                $14,595,140            7.1650%
      H-Major                $14,595,140            7.4339%
      J-Major                $19,459,860            6.2940%
      L-Major                $15,972,660            6.2940%
      M-Major                 $8,514,240            6.2940%
      N-Major                 $7,298,060            6.2940%
      O-Major                 $8,513,260            6.2940%
      P-Major                 $4,865,700            6.2940%
      Q-Major                 $4,864,720            6.2940%
      S-Major                $15,811,907            6.2940%
      LT-IV-Minor             $9,928,716           4.405800%
      A-1-Minor                 $547,400           3.238900%
      A-2-Minor               $1,124,350           4.354700%
      A-3-Minor               $6,010,590           4.507300%
      B-Minor                   $397,150           4.601800%
      C-Minor                   $136,520           4.659900%
      D-Minor                   $260,630           4.701200%
      E-Minor                   $148,930           4.760700%
      F-Minor                   $136,520           4.946900%
      G-Minor                   $148,930           5.015500%
      H-Minor                   $148,930           5.203730%
      J-Minor                   $198,570           4.405800%
      L-Minor                   $161,340           4.405800%
      M-Minor                    $86,880           4.405800%
      N-Minor                    $74,470           4.405800%
      O-Minor                    $86,870           4.405800%
      P-Minor                    $49,650           4.405800%
      Q-Minor                    $49,640           4.405800%
      S-Minor                   $161,346           4.405800%

            On each Distribution Date, the Uncertificated Principal Balance of
each Sequential Pay REMIC IV Regular Interest shall be permanently reduced by
any distributions of principal deemed made in respect of such Sequential Pay
REMIC IV Regular Interest on such Distribution Date pursuant to Section 4.01(h)
and, further, by any Collateral Support Deficits deemed allocated to such
Sequential Pay REMIC IV Regular Interest on such Distribution Date pursuant to
Section 4.04(c). On each Distribution Date up to and including the Distribution
Date on which the Uncertificated Principal Balance of REMIC IV Regular Interest
J-Minor is reduced to zero, prior to any distributions being deemed made in
respect of the REMIC IV Regular Interests on such Distribution Date pursuant to
Section 4.01(h), the Uncertificated Principal Balance of REMIC IV Regular
Interest LT-IV-Minor shall be increased by that portion of its Accrued Interest
for the related Interest Accrual Period (the amount of such portion, the
"LT-IV-Minor Accrual Amount" for the related Distribution Date) equal to 1% of
the sum of (i) the aggregate amount of Accrued Interest in respect of all the
Group KK REMIC III Regular Interests, collectively, for the related Interest
Accrual Period, plus (ii) any Yield Maintenance Charges deemed payable in
respect of all the Group KK REMIC III Regular Interests pursuant to Section
4.01(c), collectively, on the related Distribution Date. Except as provided in
the preceding two sentences, the Uncertificated Principal Balance of each
Sequential Pay REMIC IV Regular Interest shall not otherwise be increased or
decreased. Deemed distributions in reimbursement of REMIC V with respect to any
Sequential Pay REMIC IV Regular Interest for previously allocated Collateral
Support Deficits shall not constitute deemed distributions of principal and
shall not result in reduction of the Uncertificated Principal Balance of such
Sequential Pay REMIC IV Regular Interest.

            (f) REMIC IV Regular Interest SP, REMIC IV Regular Interest AX,
REMIC IV Regular Interest KK, the Group IO-1 REMIC IV Regular Interests and the
Group IO-2 REMIC IV Regular Interests shall not have principal balances;
however, each such REMIC IV Regular Interest shall bear interest. Each Group
IO-1 and Group IO-2 REMIC IV Regular Interest shall constitute an interest strip
off a particular REMIC III Regular Interest and shall, for purposes of this
Agreement, be considered to relate to such REMIC III Regular Interest. The
following tables identify the REMIC III Regular Interest that relates to each
Group IO-1 and Group IO-2 REMIC IV Regular Interest:

       Designation of Group IO-1                 Designation of Related
       REMIC IV Regular Interest               REMIC III Regular Interest
       -------------------------               --------------------------
               IO-1A1                                 A-1-Minor1
               IO-1A2                                 A-2-Minor1
               IO-1A3                                 A-3-Minor1
               IO-1B                                  B-Minor1
               IO-1C                                  C-Minor1
               IO-1D                                  D-Minor1
               IO-1E                                  E-Minor1
               IO-1F                                  F-Minor1
               IO-1G                                  G-Minor1
               IO-1H                                  H-Minor1
               IO-1J                                  J-Minor1
               IO-1L                                  L-Minor1
               IO-1M                                  M-Minor1
               IO-1N                                  N-Minor1
               IO-1O                                  O-Minor1
               IO-1P                                  P-Minor1
               IO-1Q                                  Q-Minor1
               IO-1S                                  S-Minor1

       Designation of Group IO-2                 Designation of Related
       REMIC IV Regular Interest               REMIC III Regular Interest
       -------------------------               --------------------------
               IO-2A1                                 A-1-Minor2
               IO-2A2                                 A-2-Minor2
               IO-2A3                                 A-3-Minor2
               IO-2B                                  B-Minor2
               IO-2C                                  C-Minor2
               IO-2D                                  D-Minor2
               IO-2E                                  E-Minor2
               IO-2F                                  F-Minor2
               IO-2G                                  G-Minor2
               IO-2H                                  H-Minor2
               IO-2J                                  J-Minor2
               IO-2L                                  L-Minor2
               IO-2M                                  M-Minor2
               IO-2N                                  N-Minor2
               IO-2O                                  O-Minor2
               IO-2P                                  P-Minor2
               IO-2Q                                  Q-Minor2
               IO-2S                                  S-Minor2

            As provided below, interest in respect of each Group IO-1 and Group
IO-2 REMIC IV Regular Interest shall accrue on a notional amount (an
"Uncertificated Notional Amount") equal to the Uncertificated Principal Balance
of the related REMIC III Regular Interest outstanding from time to time.

            The REMIC IV Remittance Rate at which each Group IO-1 REMIC IV
Regular Interest shall accrue interest during each Interest Accrual Period shall
equal the excess, if any, of (i) the REMIC III Remittance Rate in respect of the
related REMIC III Regular Interest for such Interest Accrual Period, over (ii)
the REMIC IV Remittance Rate for REMIC IV Regular Interest LT-IV-Minor.

            The REMIC IV Remittance Rate at which each Group IO-2 REMIC IV
Regular Interest shall accrue interest during each Interest Accrual Period shall
equal the excess, if any, of (i) the REMIC III Remittance Rate in respect of the
related REMIC III Regular Interest for such Interest Accrual Period, over (ii)
the REMIC IV Remittance Rate for the Minor Sequential Pay REMIC IV Regular
Interest that has (with the addition of the number "2" at the end of its
designation) the same alphabetical and/or numerical designation as such related
REMIC III Regular Interest.

            (g) Interest in respect of each REMIC IV Regular Interest shall
commence accruing on the Cut-off Date. With respect to REMIC IV Regular Interest
SP for any Interest Accrual Period, such interest shall equal 100% of the
Accrued Interest in respect of all the Group SP REMIC III Regular Interests,
collectively, for such Interest Accrual Period (taking account of any reduction
in such Accrued Interest by reason of any allocation to the Group SP REMIC III
Regular Interests of any portion of an Uncovered Prepayment Interest Shortfall
Amount with respect to the related Distribution Date). With respect to REMIC IV
Regular Interest AX for any Interest Accrual Period, such interest shall equal
100% of the Accrued Interest in respect of all the Group AX REMIC III Regular
Interests, collectively, for such Interest Accrual Period (taking account of any
reduction in such Accrued Interest by reason of any allocation to the Group AX
REMIC III Regular Interests of any portion of an Uncovered Prepayment Interest
Shortfall Amount with respect to the related Distribution Date). With respect to
REMIC IV Regular Interest KK for any Interest Accrual Period, such interest
shall equal 100% of the Accrued Interest in respect of all the Group KK REMIC
III Regular Interests, collectively, for such Interest Accrual Period (taking
account of any reduction in such Accrued Interest by reason of any allocation to
the Group KK REMIC III Regular Interests of any portion of an Uncovered
Prepayment Interest Shortfall Amount with respect to the related Distribution
Date). With respect to each other REMIC IV Regular Interest, such interest shall
accrue during each Interest Accrual Period at the applicable REMIC IV Remittance
Rate on the Uncertificated Principal Balance or Uncertificated Notional Amount,
as the case may be, of such REMIC IV Regular Interest outstanding immediately
prior to the related Distribution Date. Such interest in respect of each REMIC
IV Regular Interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months. Notwithstanding the foregoing, the aggregate
amount of such interest accrued in respect of each REMIC IV Regular Interest
(other than REMIC IV Regular Interest SP, REMIC IV Regular Interest AX and REMIC
IV Regular Interest KK) during each Interest Accrual Period shall be reduced (to
not less than zero) by such REMIC IV Regular Interest's allocable share of the
Uncovered Prepayment Interest Shortfall Amount (if any) for the related
Distribution Date. Because of the manner in which the Accrued Interest in
respect of REMIC IV Regular Interest SP, REMIC IV Regular Interest AX and REMIC
IV Regular Interest KK is calculated for each Interest Accrual Period, such
REMIC IV Regular Interests are deemed to have already been allocated the same
portions of the Uncovered Prepayment Interest Shortfall Amount (if any) for the
related Distribution Date as were allocated to the Group SP REMIC III Regular
Interests, the Group AX REMIC III Regular Interests and the Group KK REMIC III
Regular Interests, respectively. The Uncovered Prepayment Interest Shortfall
Amount (if any) for each Distribution Date (exclusive of the aggregate portion
thereof deemed allocated to REMIC IV Regular Interest SP, REMIC IV Regular
Interest AX and REMIC IV Regular Interest KK pursuant to the prior sentence)
shall be allocated among all the other REMIC IV Regular Interests on a pro rata
basis in accordance with the respective amounts of interest that would otherwise
have accrued in respect thereof during the related Interest Accrual Period
without regard to any reduction in connection with such Uncovered Prepayment
Interest Shortfall Amount. Except as provided in the preceding three sentences,
the aggregate amount of interest accrued in respect of any REMIC IV Regular
Interest during any Interest Accrual Period shall not otherwise be increased or
reduced.

            (h) The Class R-IV Interest shall not have a principal balance and
shall not bear interest.

            Section 2.12 Conveyance of REMIC IV Regular Interests; Acceptance of
REMIC IV Regular Interests by Trustee.

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

            Section 2.13 Creation of REMIC V; Issuance of REMIC V Certificates
and Class R-V Interest.

            (a) It is the intention of the parties hereto that the segregated
pool of assets consisting of the REMIC IV Regular Interests constitute a REMIC
for federal income tax purposes, and that such segregated pool of assets be
designated as "REMIC V". The Closing Date is hereby designated as the "Startup
Day" of REMIC V within the meaning of Section 860G(a)(9) of the Code. Solely for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" of each Class of REMIC V Regular Interests
(other than the Class A-SP Certificates) shall be the Rated Final Distribution
Date, and for the Class A-SP Certificates shall be the Distribution Date in
March 2009.

            (b) Concurrently with the assignment of the REMIC IV Regular
Interests to the Trustee pursuant to Section 2.12 and in exchange therefor, the
Trustee shall issue the Class R-V Interest and shall execute, authenticate and
deliver to or upon the order of the Depositor, the Regular Certificates in
authorized denominations evidencing the entire beneficial ownership of REMIC V.
The Class K-Z Certificates shall actually represent two separate beneficial
ownership interests in REMIC V (together, the "Class K-Z REMIC V Regular
Interests").

            (c) The Regular Certificates (other than the K-Z Certificates),
together with the Class K-Z REMIC V Regular Interests represented by the Class
K-Z Certificates, shall constitute the "regular interests" (within the meaning
of Section 860G(a)(1) of the Code), and the Class R-V Interest shall constitute
the sole class of "residual interests" (within the meaning of Section
860(G)(a)(2) of the Code), in REMIC V. None of the parties hereto shall, to the
extent it is within the control thereof, create or permit the creation of any
other "interests" in REMIC V within the meaning of Treasury Regulation Section
1.860D-1(b)(1)).

            (d) The Class K-Z REMIC V Regular Interests are hereby designated as
"REMIC V Regular Interest K-Z-1" and "REMIC V Regular Interest K-Z-2". The Class
K-Z REMIC V Regular Interests shall not have principal balances; however, each
Class K-Z REMIC V Regular Interest shall bear interest. As provided below, in
the case of REMIC V Regular Interest K-Z-2, such interest shall accrue on a
notional amount (a "Component Notional Amount") equal to the aggregate
Uncertificated Principal Balance of all the Sequential Pay REMIC IV Regular
Interests outstanding from time to time. The per annum rate (the "Component
Strip Rate") at which REMIC V Regular Interest K-Z-2 shall accrue interest shall
be variable and, with respect to any Interest Accrual Period, shall be equal to
the excess, if any, of (i) the weighted average, expressed as a percentage and
rounded to six decimal places, of the respective REMIC IV Remittance Rates in
effect for all the Major Sequential Pay REMIC IV Regular Interests for such
Interest Accrual Period (weighted on the basis of the respective Uncertificated
Principal Balances of such REMIC IV Regular Interests outstanding immediately
prior to the related Distribution Date), over (ii) the weighted average of the
Adjusted REMIC IV Remittance Rates in effect for all the Minor Sequential Pay
REMIC IV Regular Interests for such Interest Accrual Period (weighted on the
basis of the respective Uncertificated Principal Balances of such REMIC IV
Regular Interests outstanding immediately prior to the related Distribution
Date). The "Adjusted REMIC IV Remittance Rate" in effect for each Minor
Sequential Pay REMIC IV Regular Interest for each Interest Accrual Period shall
equal: (i) in the case of REMIC IV Regular Interest LT-IV-Minor, 0% per annum;
and (ii) in the case of each other Minor Sequential Pay REMIC IV Regular
Interest, the product of (A) 2.8571428571, multiplied by (B) the REMIC IV
Remittance Rate in effect for such REMIC IV Regular Interest for such Interest
Accrual Period. As provided herein, REMIC V Regular Interest K-Z-1 shall
represent the right to receive 100% of all amounts deemed distributed on REMIC
IV Regular Interest KK on each Distribution Date; however, such amounts shall
constitute part of the Special Principal Distribution Amount for such
Distribution Date and, except to the extent otherwise provided in Section
4.01(a) on the Distribution Date on which the Certificate Principal Balance of
the Class J-AD Certificates is reduced to zero, shall be diverted to make
payments of principal in respect of the Class J-AD Certificates. Accordingly,
the Holders of the Class K-Z Certificates shall be entitled to receive the
amounts so diverted on a deferred basis (such amounts, collectively, the "Class
K-Z Deferred Payment Amount"). As of any date of determination, the Class K-Z
Deferred Payment Amount shall equal (i) the aggregate of the Class K-Z Accrual
Amounts for all Distribution Dates coinciding with or preceding such date of
determination, minus (ii) all distributions specifically made in reduction of
the Class K-Z Deferred Payment Amount pursuant to Section 4.01(a) on each
Distribution Date coinciding with or preceding such date of determination, minus
(iii) any Collateral Support Deficits specifically allocated in reduction of the
Class K-Z Deferred Payment Amount pursuant to Section 4.04(a) on each
Distribution Date coinciding with or preceding such date of determination.
Distributions in reimbursement of the Holders of the Class K-Z Certificates for
previously allocated Collateral Support Deficits shall not constitute
distributions in reduction of the Class K-Z Deferred Payment Amount. Until the
initial Distribution Date, the Class K-Z Deferred Payment Amount shall equal
zero. References herein to the Certificate Balance of the Class K-Z Certificates
shall be deemed to be references to the Class K-Z Deferred Payment Amount. The
"Maximum Class Principal Balance" of the Class K-Z Certificates shall mean the
maximum possible Class K-Z Deferred Payment Amount, which is equal to the
initial Certificate Balance of the Class J-AD Certificates.

            (e) Each Class of Sequential Pay Certificates (other than, except as
provided above, the Class K-Z Certificates) shall have an aggregate principal
balance (herein referred to as its "Certificate Balance"). The Certificate
Balance of the Class K-Z Certificates equals the Class K-Z Deferred Payment
Amount. As provided below, each such Class of Sequential Pay Certificates shall
bear interest, such interest to accrue on the Certificate Balance of such Class
of Certificates outstanding from time to time. The per annum rate at which each
Class of Regular Certificates accrues (or is deemed to accrue) interest herein
shall be the Pass-Through Rate thereof. The Pass-Through Rate at which each such
Class of Sequential Pay Certificates shall accrue interest and the Original
Certificate thereof is set forth in the following table:

         Class                Initial Class            Pass-Through
      Designation           Principal Balance              Rate
      -----------           -----------------              ----
          A-1                      $54,740,000           4.6270%
          A-2                     $112,435,000           6.2210%
          A-3                     $601,059,000           6.4390%
           B                       $39,715,000           6.5740%
           C                       $13,652,000           6.6570%
           D                       $26,063,000           6.7160%
           E                       $14,893,000           6.8010%
           F                       $13,652,000           7.0670%
           G                       $14,893,000           7.1650%
           H                       $14,893,000           7.4339%
          J-AD                     $19,857,000           6.2940%
          K-Z                               $0           6.2940% (1)
           L                       $16,134,000           6.2940%
           M                        $8,688,000           6.2940%
           N                        $7,447,000           6.2940%
           O                        $8,687,000           6.2940%
           P                        $4,965,000           6.2940%
           Q                        $4,964,000           6.2940%
           S                       $16,134,599           6.2940%

            (1) The Pass-Through Rate with respect to the Class K-Z Certificates
does not represent interest on the Class K-Z Deferred Payment Amount, but rather
corresponds to the accrued interest with respect to REMIC V Regular Interest
K-Z-2.

            On each Distribution Date, the Class Principal Balance of each Class
of Sequential Pay Certificates shall be permanently reduced by any distributions
of principal made in respect of such Class of Certificates on such Distribution
Date pursuant to Section 4.01(a) and, further, by any Collateral Support
Deficits allocated to such Class of Certificates on such Distribution Date
pursuant to Section 4.04(a). Except as provided in the preceding sentence, the
Class Principal Balance of each such Class of Sequential Pay Certificates shall
not otherwise be increased or reduced. Distributions in reimbursement of the
Holders of any such Class of Sequential Pay Certificates for previously
allocated Collateral Support Deficits shall not constitute distributions of
principal and shall not result in reduction of the Certificate Principal
Balances of such Certificates or of the related Class Principal Balance.

            (f) The Class A-SP and Class A-X Certificates shall not have
principal balances; however, each such Class of Certificates shall bear
interest. As provided herein, the Class A-SP Certificates shall represent the
right to receive 100% of the amounts, if any, deemed distributed in respect of
REMIC IV Regular Interest SP on each Distribution Date, and the Class A-X
Certificates shall represent the right to receive 100% of the amounts, if any,
deemed distributed in respect of REMIC IV Regular Interest AX on each
Distribution Date. Notwithstanding the foregoing, the Class A-SP Certificates
shall be deemed to have (i) an aggregate notional amount (a "Class Notional
Amount") equal to the aggregate of the Uncertificated Principal Balances of
REMIC II Regular Interest A-3-B, REMIC II Regular Interest B, REMIC II Regular
Interest C, REMIC II Regular Interest D, REMIC II Regular Interest E, REMIC II
Regular Interest F and REMIC II Regular Interest G outstanding from time to time
and (ii) a Pass-Through Rate for each Interest Accrual Period that corresponds
to an amount equal to the weighted average of the respective REMIC III
Remittance Rates in effect for all the Group SP REMIC III Regular Interests for
such Interest Accrual Period (weighted on the basis of the respective
Uncertificated Notional Amounts of the Group SP REMIC III Regular Interests
outstanding immediately prior to the related Distribution Date). Also
notwithstanding the foregoing, the Class A-X Certificates shall be deemed to
have (i) a Class Notional Amount equal to the aggregate of the Uncertificated
Principal Balances of all the REMIC II Regular Interests outstanding from time
to time and (ii) a Pass-Through Rate for each Interest Accrual Period that
corresponds to an amount equal to the weighted average of the respective REMIC
III Remittance Rates in effect for all the Group AX REMIC III Regular Interests
for such Interest Accrual Period (weighted on the basis of the respective
Uncertificated Notional Amounts of the Group AX REMIC III Regular Interests
outstanding immediately prior to the related Distribution Date).

            (g) Interest in respect of each Class K-Z REMIC V Regular Interest
and in respect of the Class A-SP, Class A-X, Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class L,
Class M, Class N, Class O, Class P, Class Q and Class S Certificates shall
commence accruing on the Cut-off Date. With respect to the Class A-SP
Certificates for any Interest Accrual Period, such interest shall equal 100% of
the Accrued Interest in respect of REMIC IV Regular Interest SP for such
Interest Accrual Period (taking account of any reduction in such Accrued
Interest by reason of any allocation or deemed allocation to such REMIC IV
Regular Interest of any portion of an Uncovered Prepayment Interest Shortfall
Amount with respect to the related Distribution Date). With respect to the Class
A-X Certificates for any Interest Accrual Period, such interest shall equal 100%
of the Accrued Interest in respect of REMIC IV Regular Interest AX for such
Interest Accrual Period (taking account of any reduction in such Accrued
Interest by reason of any allocation or deemed allocation to such REMIC IV
Regular Interest of any portion of an Uncovered Prepayment Interest Shortfall
Amount with respect to the related Distribution Date). With respect to REMIC V
Regular Interest K-Z-1 for any Interest Accrual Period, such interest shall
equal 100% of the Accrued Interest in respect of REMIC IV Regular Interest KK
for such Interest Accrual Period (taking account of any reduction in such
Accrued Interest by reason of any allocation or deemed allocation to such REMIC
IV Regular Interest of any portion of an Uncovered Prepayment Interest Shortfall
Amount with respect to the related Distribution Date). With respect to REMIC V
Regular Interest K-Z-2, such interest shall accrue during each Interest Accrual
Period at the applicable Component Strip Rate on the Component Notional Amount
of REMIC V Regular Interest K-Z-2 outstanding immediately prior to the related
Distribution Date. With respect to each Class of Sequential Pay Certificates
(other than the Class K-Z Certificates), such interest shall accrue during each
Interest Accrual Period at the applicable Pass-Through Rate on the Class
Principal Balance of such Class of Certificates outstanding immediately prior to
such Distribution Date. Such interest in respect of each such Class of Regular
Interest Certificates and each such Class K-Z REMIC V Regular Interest shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
Notwithstanding the foregoing, the aggregate amount of such interest accrued in
respect of each Class of Sequential Pay Certificates (other than the Class K-Z
Certificates) and in respect of REMIC V Regular Interest K-Z-2 during each
Interest Accrual Period shall be reduced (to not less than zero) by such Class
of Certificates' or such Class K-Z REMIC V Regular Interest's allocable share of
the Uncovered Prepayment Interest Shortfall Amount (if any) for the related
Distribution Date. Because of the manner in which the Accrued Interest in
respect of the Class A-SP Certificates, the Class A-X Certificates and REMIC V
Regular Interest K-Z-1 is calculated for each Interest Accrual Period, such
Classes of Certificates and such Class K-Z REMIC V Regular Interest shall be
deemed to have already been allocated the same portions of the Uncovered
Prepayment Interest Shortfall Amount (if any) for the related Distribution Date
as were allocated or deemed allocated, as the case may be, to REMIC IV Regular
Interest SP, REMIC IV Regular Interest AX and REMIC IV Regular Interest KK,
respectively. The Uncovered Prepayment Interest Shortfall Amount (if any) for
each Distribution Date (exclusive of the aggregate portion thereof deemed
allocated to the Class A-SP Certificates, the Class A-X Certificates and REMIC V
Regular Interest K-Z-1 pursuant to the prior sentence) shall be allocated among
REMIC V Regular Interest K-Z-2 and the respective Classes of the Sequential Pay
Certificates (other than the Class K-Z Certificates) on a pro rata basis in
accordance with the respective amounts of interest that would otherwise have
accrued in respect thereof during the related Interest Accrual Period without
regard to any reduction in connection with such Uncovered Prepayment Interest
Shortfall Amount. Except as provided in the preceding three sentences, the
aggregate amount of interest accrued in respect of any Class of Regular Interest
Certificates or either Class K-Z REMIC V Regular Interest during any Interest
Accrual Period shall not otherwise be increased or reduced. The Accrued Interest
in respect of the Class K-Z Certificates for any Interest Accrual Period shall
consist of the aggregate Accrued Interest in respect of both Class K-Z REMIC V
Regular Interests for such Interest Accrual Period, calculated in accordance
with the foregoing provisions of this Section 2.13(g).

            (h) The Class R-V Interest shall not have a principal balance and
shall not bear interest.

            Section 2.14 Issuance of Class R Certificate.

            (a) The Trustee shall execute, authenticate and deliver to or upon
the order of the Depositor, the Class R Certificates, representing ownership of
the Class R-I Interest, the Class R-II Interest, the Class R-III Interest, the
Class R-IV Interest and the Class R-V Interest.

                                   ARTICLE III

                               ADMINISTRATION AND
                           SERVICING OF THE TRUST FUND

            Section 3.01 Master Servicer to Act as Master Servicer; Special
Servicer to Act as Special Servicer; Administration of the Loans.

            (a) Each of the Master Servicer and the Special Servicer shall
diligently service and administer the Loans (and, with respect to the Special
Servicer, any REO Properties) that it is obligated to service and administer
pursuant to this Agreement on behalf of the Trustee and in the best interests of
and for the benefit of the Certificateholders (as determined by the Master
Servicer or the Special Servicer, as the case may be, in its reasonable
judgment), in accordance with applicable law, the terms of the respective Loans
or Specially Serviced Loans, and, to the extent consistent with the foregoing,
further as follows (the "Servicing Standard")--

            o     (i) the same manner in which, and with the same care, skill,
                  prudence and diligence with which the Master Servicer or the
                  Special Servicer, as the case may be, services and administers
                  similar mortgage loans for other third-party portfolios,
                  giving due consideration to the customary and usual standards
                  of practice of prudent institutional commercial and
                  multifamily mortgage loan servicers servicing mortgage loans
                  for third parties, and (ii) the same care, skill, prudence and
                  diligence with which the Master Servicer or the Special
                  Servicer, as the case may be, services and administers
                  commercial and multifamily mortgage loans owned by the Master
                  Servicer or the Special Servicer, as the case may be,
                  whichever standard is higher;

            o     with a view to the maximization of timely recovery of
                  principal and interest on a net present value basis on the
                  mortgage loans, and the best interests of the Trust and the
                  Certificateholders, as determined by the Master Servicer or
                  the Special Servicer, as the case may be, in its reasonable
                  judgment; and

            o     without regard to--

            o     any relationship that the Master Servicer or the Special
                  Servicer, as the case may be, or any affiliate thereof may
                  have with the related Borrower, any Mortgage Loan Seller or
                  any other party to the Pooling and Servicing Agreement,

            o     the ownership of any Certificate by the Master Servicer or the
                  Special Servicer, as the case may be, or by any affiliate
                  thereof,

            o     the Master Servicer's obligation to make Advances,

            o     the Special Servicer's obligation to request that the Master
                  Servicer make Servicing Advances,

            o     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, or with respect to any
                  particular transaction,

            o     the ownership, servicing or management for others of any other
                  mortgage loans or mortgaged properties by the Master Servicer
                  or Special Servicer or any affiliate of the Master Servicer or
                  Special Servicer, as applicable,

            o     any obligation of the Master Servicer or any of its affiliates
                  (in their capacity as a Mortgage Loan Seller) to cure a breach
                  of a representation or warranty or repurchase the mortgage
                  loan, or

            o     any debt that the Master Servicer or Special Servicer or any
                  affiliate of the Master Servicer or Special Servicer, as
                  applicable, has extended to any Borrower.

            Without limiting the foregoing, subject to Section 3.21, the Special
Servicer shall be obligated to service and administer (i) any Loans as to which
a Servicing Transfer Event has occurred and is continuing (the "Specially
Serviced Loans"), and (ii) any REO Properties. Notwithstanding the foregoing,
the Master Servicer shall continue to make all calculations, and prepare, and
deliver to the Trustee, all reports required to be prepared by the Master
Servicer hereunder with respect to the Specially Serviced Loans as if no
Servicing Transfer Event had occurred and with respect to the REO Properties
(and the related REO Loans) as if no REO Acquisition had occurred, and to render
such incidental services with respect to such Specially Serviced Loan and REO
Properties as are specifically provided for herein; provided, however, that the
Master Servicer shall not be liable for failure to comply with such duties
insofar as such failure results from a failure of the Special Servicer to
provide sufficient information to the Master Servicer to comply with such duties
or a failure of the Special Servicer to prepare and deliver to the Master
Servicer reports required hereunder to be delivered by the Special Servicer to
the Master Servicer. Each Loan that becomes a Specially Serviced Loan shall
continue as such until satisfaction of the conditions specified in Section
3.21(a). Without limiting the foregoing, subject to Section 3.21, the Master
Servicer shall be obligated to service and administer all Loans which are not
Specially Serviced Loans; provided, however, that the Master Servicer shall
provide the Special Servicer with notice of any communication by the Borrower
with respect to the letter of credit provided by the related Borrower under the
loans identified as Metroplex West, The Piccard Building, The Shops at Deerfield
Square, Sprodlin Farm Shopping Center, Cornerstone Court West and The
Summit-Phase II on the Mortgage Loan Schedule, and the Special Servicer shall
have the exclusive right to approve any draw down of funds under such letter of
credit, and to approve any modification, amendment, alteration or renewal of
such letter of credit.

            (b) Subject only to the Servicing Standard and the terms of this
Agreement and of the respective Loans, the Master Servicer and, with respect to
the Specially Serviced Loans, the Special Servicer each shall have full power
and authority, acting alone, to do or cause to be done any and all things in
connection with such servicing and administration which it may deem necessary or
desirable. Without limiting the generality of the foregoing, the Master Servicer
and Special Servicer, each in its own name, is hereby authorized and empowered
by the Trustee and obligated to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, with respect to each Loan it
is obligated to service under this Agreement, any and all financing statements,
continuation statements and other documents or instruments necessary to maintain
the lien created by the related Mortgage or other security document in the
related Mortgage File on the related Mortgaged Property and related collateral;
subject to Section 3.20, any and all modifications, waivers, amendments or
consents to or with respect to any documents contained in the related Mortgage
File; and any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, and all other comparable instruments. Subject to
Section 3.10, the Trustee shall furnish, or cause to be furnished, to the Master
Servicer and Special Servicer any limited powers of attorney and other documents
necessary or appropriate to enable the Master Servicer or the Special Servicer,
as the case may be, to carry out its servicing and administrative duties
hereunder; provided, however, that the Trustee shall not be held liable for any
negligence with respect to, or misuse of, any such power of attorney by the
Master Servicer or Special Servicer.

            (c) The relationship of the Master Servicer and Special Servicer to
the Trustee under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or, except as
specifically set forth herein, agent.

            Section 3.02 Collection of Loan Payments.

            (a) The Master Servicer and Special Servicer shall make reasonable
efforts to collect all payments called for under the terms and provisions of the
Loans it is obligated to service hereunder, and shall follow such collection
procedures as are consistent with this Agreement (including, without limitation,
the Servicing Standard). Consistent with the foregoing, the Master Servicer or
Special Servicer may in its discretion waive any Penalty Charge in connection
with any delinquent payment on a Loan it is obligated to service hereunder.

            (b) All amounts collected on any Loan in the form of payments from
Borrowers, Insurance and Condemnation Proceeds or Liquidation Proceeds shall be
applied to amounts due and owing under the related Note and Mortgage (including
any modifications to either of them) in accordance with the express provisions
of such Note and Mortgage (unless a payment default exists under such Loan and
the related Note and Mortgage permit application in the order and priority
determined by the lender) and, in the absence of such express provisions, shall
be applied (after payment to the Master Servicer, the holder of the Excess
Servicing Strip, any Primary Servicer, the Special Servicer, and/or the Trustee
for any related Master Servicing Fees (net of the Excess Servicing Strip), the
Excess Servicing Strip, Primary Servicing Fees, Special Servicing Fees and
Trustee Fees and the application to any P&I Advances, Servicing Advances and
interest on Advances from such Loan): first, as a recovery of accrued and unpaid
interest on such Loan at the related Mortgage Rate (less portions thereof
payable to the Master Servicer, Special Servicer, Trustee or, if applicable, the
related Primary Servicer) in effect from time to time to but not including the
Due Date in the Due Period of receipt; second, as a recovery of principal of
such Loan; and third, to the payment of Yield Maintenance Charges.
Notwithstanding the terms of any Loan, the Master Servicer shall not be entitled
to the payment of any Penalty Charge in excess of outstanding interest on
Advances made with respect to such Loan, except to the extent that (i) all
reserves required to be established with the Master Servicer and then required
to be funded pursuant to the terms of such Loan have been so funded, (ii) all
payments of principal and interest then due on such Loan have been paid and
(iii) all related operating expenses, if applicable, have been paid to the
related Lock-Box or reserved for pursuant to the related Lock-Box Agreement. In
no event shall any collections on any ARD Loan be allocated to the payment of
Excess Interest until all principal and interest (other than Excess Interest)
due, or to become due, under such ARD Loan have been paid in full and any
Advances related to such ARD Loan (together with interest thereon) are
reimbursed. Amounts collected on any REO Loan shall be deemed to be applied in
accordance with the definition thereof.

            (c) If the Master Servicer or Special Servicer receives, or receives
notice from the related Borrower that it will be receiving, Excess Interest in
any Due Period, the Master Servicer or Special Servicer, as applicable, shall
promptly notify the Trustee in writing.

            (d) The Master Servicer shall not accept a Principal Prepayment of
any Loan by the related Borrower on any date other than a Due Date if accepting
such payment would cause a Prepayment Interest Shortfall, unless the Borrower is
permitted to make such prepayment pursuant to the terms of the related Loan
Documents. If the Master Servicer accepts a Principal Prepayment of any Loan by
the Borrower on any date other than a Due Date which causes a Prepayment
Interest Shortfall (unless such Principal Prepayment is in respect of (i) a
Specially Serviced Loan, (ii) a payment of insurance proceeds or condemnation
proceeds, (iii) a payment subsequent to a default under the related Loan
Documents (provided the Master Servicer reasonably believes that acceptance of
such payment is consistent with the Servicing Standard and the Master Servicer
has obtained the consent of the Special Servicer), (iv) a payment pursuant to
applicable law or court order, (v) a payment the related Borrower is permitted
to make under the terms of the related Loan Documents or (vi) a payment accepted
by the Master Servicer at the request of or with the consent of the Directing
Certificateholder or the Special Servicer or as required pursuant to the terms
of the related Loan Documents), the Master Servicer shall remit to the Trustee
on or before 1:00 p.m., New York City time, on the related Master Servicer
Remittance Date for deposit in the REMIC I Distribution Account, in an amount
equal to any Prepayment Interest Shortfall resulting from such Principal
Prepayment.

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

            (a) The Master Servicer shall establish and maintain one or more
accounts (the "Servicing Accounts"), into which all Escrow Payments shall be
deposited and retained, and shall administer such Servicing Accounts in
accordance with the related Loan Documents. Each Servicing Account shall be
maintained in accordance with the requirements of the related Loan and in
accordance with the Servicing Standard and to the extent not inconsistent with
the terms of the Loans, in an Eligible Account. Funds on deposit in the
Servicing Accounts may be invested in Permitted Investments in accordance with
the provisions of Section 3.06. Withdrawals of amounts so deposited from a
Servicing Account may be made only to: (i) effect payment of real estate taxes,
assessments, Insurance Policy premiums, ground rents (if applicable) and other
items for which funds have been escrowed in the Servicing Accounts; (ii)
reimburse the Master Servicer or the Trustee for any Servicing Advances and
interest thereon; (iii) refund to Borrowers any sums as may be determined to be
overages; (iv) pay interest to Borrowers on balances in the Servicing Account,
if required by applicable law or the terms of the related Loan and as described
below or, if not so required, to the Master Servicer pursuant to clause (vii)
below; (v) withdraw amounts deposited in error; (vi) clear and terminate the
Servicing Accounts at the termination of this Agreement in accordance with
Section 9.01; and (vii) pay the Master Servicer, as additional servicing
compensation in accordance with Section 3.11(a), interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Servicing
Accounts as provided in Section 3.06(b) (but only to the extent of the Net
Investment Earnings with respect to the Servicing Accounts maintained by the
Master Servicer for the relevant period and to the extent not required by law or
the terms of the related Loan to be paid to the Borrowers).

            (b) The Special Servicer, in the case of REO Loans and the Master
Servicer, in the case of all other Loans, shall maintain accurate records with
respect to each related REO Property or Mortgaged Property, as applicable,
reflecting the status of real estate taxes, assessments and other similar items
that are or may become a lien thereon (including related penalty or interest
charges) and the status of Insurance Policy premiums and any ground rents
payable in respect thereof and the status of any letters of credit. The Special
Servicer, in the case of REO Loans, and the Master Servicer, in the case of all
other Loans, shall obtain all bills for the payment of such items (including
renewal premiums) and shall effect payment thereof from the REO Account or the
Servicing Accounts, as applicable, and, if such amounts are insufficient to pay
such items in full, the Master Servicer shall make a Servicing Advance prior to
the applicable penalty or termination date, as allowed under the terms of the
related Loan and, in any event, consistent with the Servicing Standard.
Notwithstanding anything to the contrary in the preceding sentence, with respect
to Loans that do not provide for escrows for the payment taxes and assessments,
the Master Servicer shall make a Servicing Advance for the payment of such items
upon the earlier of (i) five Business Days after the Master Servicer has
received confirmation that such item has not been paid and (ii) the earlier of
(A) 30 days after the date such payments first become due and (B) five Business
Days before the scheduled date of foreclosure of any lien arising from
nonpayment of such items. In no event shall the Master Servicer or Special
Servicer be required to make any such Servicing Advance that would, if made, be
a Nonrecoverable Servicing Advance. To the extent that a Loan does not require a
Borrower to escrow for the payment of real estate taxes, assessments, Insurance
Policy premiums, ground rents (if applicable) and similar items, the Special
Servicer, in the case of REO Loans, and the Master Servicer, in the case of all
other Loans, shall use reasonable efforts consistent with the Servicing Standard
to require that payments in respect of such items be made by the Borrower at the
time they first become due.

            (c) In accordance with the Servicing Standard and for all Loans, the
Master Servicer shall make a Servicing Advance with respect to each related
Mortgaged Property (including any REO Property) of all such funds as are
necessary for the purpose of effecting the payment of (without duplication) (i)
ground rents (if applicable), (ii) premiums on Insurance Policies, (iii)
operating, leasing, managing and liquidation expenses for REO Properties, (iv)
environmental inspections, (v) real estate taxes, assessments and other similar
items that are or may become a lien thereon and (vi) any other amount
specifically required to be paid as a Servicing Advance hereunder, if and to the
extent monies in the Servicing Accounts are insufficient to pay such item when
due and the related Borrower has failed to pay such item on a timely basis,
provided that the Master Servicer shall not be required to make any such advance
that would, if made, constitute a Nonrecoverable Servicing Advance.

            The Special Servicer shall give the Master Servicer and the Trustee
not less than five Business Days' notice before the date on which the Master
Servicer is required to make any Servicing Advance with respect to a given Loan
that it is required to service or related REO Property; provided, however, that
only two Business Days' notice shall be required in respect of Servicing
Advances required to be made on an urgent or emergency basis; provided, further,
that the Special Servicer shall not be entitled to make such a request (other
than for Servicing Advances required to be made on an urgent or emergency basis)
more frequently than once per calendar month (although such request may relate
to more than one Servicing Advance). The Master Servicer may pay the aggregate
amount of such Servicing Advances listed on a monthly request to the Special
Servicer, in which case the Special Servicer shall remit such Servicing Advances
to the ultimate payees. In addition, the Special Servicer shall provide the
Master Servicer and the Trustee with such information in its possession as the
Master Servicer or the Trustee, as applicable, may reasonably request to enable
the Master Servicer or the Trustee, as applicable, to determine whether a
requested Servicing Advance would constitute a Nonrecoverable Servicing Advance.
Any request by the Special Servicer that the Master Servicer make a Servicing
Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the
Master Servicer shall be entitled to conclusively rely on such determination,
provided that such determination shall not be binding upon the Master Servicer.
On the fourth Business Day before each Distribution Date, the Special Servicer
shall report to the Master Servicer the Special Servicer's determination as to
whether any Servicing Advance previously made with respect to a Specially
Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master
Servicer shall be entitled to conclusively rely on such a determination,
provided that such determination shall not be binding upon the Master Servicer.

            Notwithstanding anything to the contrary set forth herein, the
Master Servicer shall (at the direction of the Special Servicer if a Specially
Serviced Loan is involved) pay directly out of the Collection Account any
servicing expense that, if paid by the Master Servicer or the Special Servicer,
would constitute a Nonrecoverable Servicing Advance; provided that such payment
shall be made only if the Master Servicer (or the Special Servicer, if a
Specially Serviced Loan is involved) has determined in accordance with the
Servicing Standard that making such payment is in the best interests of the
Certificateholders (as a collective whole), as evidenced by an Officer's
Certificate delivered promptly to the Trustee, the Depositor, each Rating
Agency, the Directing Certificateholder and any Requesting Subordinate
Certificateholder, setting forth the basis for such determination and
accompanied by any information that the Master Servicer or the Special Servicer
may have obtained that supports such determination.

            All such Servicing Advances and interest thereon shall be
reimbursable in the first instance from related collections from the Borrowers
and further as provided in Section 3.05. No costs incurred by the Master
Servicer or Special Servicer in effecting the payment of real estate taxes,
assessments and, if applicable, ground rents on or in respect of the Mortgaged
Properties shall, for purposes of calculating monthly distributions to
Certificateholders, be added to the unpaid principal balances of the related
Loans, notwithstanding that the terms of such Loans so permit. If the Master
Servicer fails to make any required Servicing Advance as and when due to the
extent a Responsible Officer of the Trustee has been notified of such failure in
writing by the Master Servicer, the Special Servicer or Depositor, the Trustee
shall make such Servicing Advance pursuant to Section 7.05.

            (d) In connection with its recovery of any Servicing Advance out of
a Collection Account pursuant to clauses (v) or (vi) of Section 3.05(a) or from
a Servicing Account pursuant to Section 3.03(a)(ii), the Master Servicer and the
Trustee, as the case may be, shall be entitled to receive, out of any amounts
then on deposit in such Collection Account, interest at the Reimbursement Rate
in effect from time to time, accrued on the amount of such Servicing Advance
from and including the date made to, but not including, the date of
reimbursement. The Master Servicer shall reimburse itself or the Trustee, as the
case may be, for any outstanding Servicing Advance made by the Master Servicer
or the Trustee as soon as practically possible after funds available for such
purpose are deposited in the Collection Account.

            (e) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Loan, the Master Servicer
or, with respect to Specially Serviced Loans, the Special Servicer shall request
from the Borrower written confirmation thereof within a reasonable time after
the later of the Closing Date and the date as of which such plan is required to
be established or completed. To the extent any repairs, capital improvements,
actions or remediations are required to have been taken or completed pursuant to
the terms of the Loan, the Master Servicer or, with respect to Specially
Serviced Loans, the Special Servicer shall request from the Borrower written
confirmation of such actions and remediations within a reasonable time after the
later of the Closing Date and the date as of which such action or remediations
are required to be or to have been taken or completed. To the extent a Borrower
fails to promptly respond to any inquiry described in this Section 3.03(e), the
Master Servicer (with respect to Loans that are not Specially Serviced Loans)
shall determine whether the related Borrower has failed to perform its
obligations under the Loan and report any such failure to the Special Servicer
within a reasonable time after the date as of which such operations and
maintenance plan is required to be established or executed or the date as of
which such actions or remediations are required to be or to have been taken or
completed.

            Section 3.04 The Collection Account, Distribution Account and Excess
Interest Distribution Account.

            (a) The Master Servicer shall establish and maintain, or cause to be
established and maintained, a Collection Account, into which the Master Servicer
shall deposit or cause to be deposited on a daily basis (and in no event later
than the Business Day following receipt of available funds), except as otherwise
specifically provided herein, the following payments and collections received
after the Cut-off Date (other than payments of principal and interest on the
Loans due and payable on or before the Cut-off Date) and payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a period subsequent thereto:

            (i) all payments on account of principal, including Principal
      Prepayments, on such Loans; and

            (ii) all payments on account of interest on such Loans (net of the
      Master Servicing Fees and Primary Servicing Fees) and Penalty Charges (net
      of any amount thereof utilized to offset interest on Advances); and

            (iii) all Insurance and Condemnation Proceeds and Liquidation
      Proceeds received in respect of any such Loan or related REO Property
      (other than Liquidation Proceeds that are to be deposited in the REMIC I
      Distribution Account pursuant to Section 9.01); and

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

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

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

            The foregoing requirements for deposit by the Master Servicer in the
Collection Account shall be exclusive, it being understood and agreed that
actual payments from Borrowers in the nature of Escrow Payments, charges for
beneficiary statements or demands, assumption fees, modification fees, extension
fees, amounts collected for Borrower checks returned for insufficient funds or
other amounts that the Master Servicer or the Special Servicer is entitled to
retain as additional servicing compensation pursuant to Section 3.11 need not be
deposited by the Master Servicer in the Collection Account. If the Master
Servicer shall deposit in the Collection Account any amount not required to be
deposited therein, it may at any time withdraw such amount from the Collection
Account.

            Within one Business Day of receipt of any of the foregoing amounts
with respect to any Specially Serviced Loan, the Special Servicer shall remit
such amounts to the Master Servicer for deposit into the Collection Account in
accordance with the second preceding paragraph. Any amounts received by the
Special Servicer with respect to an REO Property shall be deposited into the REO
Account and remitted to the Master Servicer for deposit into the Collection
Account pursuant to Section 3.16(c).

            (b) The Trustee shall establish and maintain the Distribution
Account in trust for the benefit of the Certificateholders. The Trustee shall
make or be deemed to have made deposits in and withdrawals from the Distribution
Account in accordance with the terms of this Agreement. The Master Servicer
shall deliver to the Trustee each month on or before 1:00 p.m., New York City
time, on the Master Servicer Remittance Date, for deposit in the REMIC I
Distribution Account, that portion of the Available Distribution Amount
(calculated without regard to clauses (a)(v), (a)(viii), (c), (d) and (e) of the
definition thereof) for the related Distribution Date then on deposit in the
Collection Account maintained by the Master Servicer.

            Subject to Section 3.05, the Master Servicer shall, as and when
required hereunder, deliver to the Trustee for deposit in the REMIC I
Distribution Account:

            (i) any P&I Advances required to be made by the Master Servicer in
      accordance with Section 4.03 (or, if the Trustee succeeds to the Master
      Servicer's obligations hereunder, Section 7.05);

            (ii) any Liquidation Proceeds paid by the Master Servicer in
      connection with the purchase of all of the Loans and any REO Properties in
      the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof
      required to be deposited in the Collection Account or the Excess Interest
      Distribution Account pursuant to Section 9.01);

            (iii) any Yield Maintenance Charges (without duplication of the
      amount thereof included in the Available Distribution Amount);

            (iv) any payments required to be made by the Master Servicer
      pursuant to Section 3.02(d).

            (v) any other amounts required to be so delivered by the Master
      Servicer for deposit in the REMIC I Distribution Account pursuant to any
      provision of this Agreement.

            The Trustee shall, upon receipt, deposit in the REMIC I Distribution
Account any and all amounts received by the Trustee that are required by the
terms of this Agreement to be deposited therein (including the withdrawal amount
from the Interest Reserve Account pursuant to Section 3.28(b) and such amount
from the Excess Liquidation Proceeds Account as required pursuant to Section
3.04(d)) and any amounts required to be deposited by the Trustee pursuant to
Section 3.06 in connection with losses incurred with respect to Permitted
Investments of funds held in the Distribution Account. To the extent the Master
Servicer has not delivered to the Trustee for deposit in the REMIC I
Distribution Account such amounts as are required to be delivered on the Master
Servicer Remittance Date, the Master Servicer shall pay interest thereon to the
Trustee at an interest rate equal to the Reimbursement Rate then in effect for
the period from and including the Master Servicer Remittance Date to and
excluding the date such amounts are received for deposit by the Trustee.

            On each Distribution Date, the Trustee shall deposit or be deemed to
have deposited in the REMIC II Distribution Account an aggregate amount of
immediately available funds equal to the Available Distribution Amount and the
amount of any Yield Maintenance Charges (other than the portion thereof included
in the Special Principal Distribution Amount) for such Distribution Date
allocated in payment of the REMIC I Regular Interests as specified in Sections
4.01(n) and 4.01(c), respectively. On each Distribution Date, the Trustee shall
deposit or be deemed to have deposited in the REMIC III Distribution Account an
aggregate amount of immediately available funds equal to the Available
Distribution Amount and the amount of any Yield Maintenance Charges (other than
the portion thereof included in the Special Principal Distribution Amount) for
such Distribution Date allocated in payment of the REMIC II Regular Interests as
specified in Sections 4.01(m) and 4.01(c), respectively. On each Distribution
Date, the Trustee shall deposit or be deemed to have deposited in the REMIC IV
Distribution Account an aggregate amount of immediately available funds equal to
the Available Distribution Amount and the amount of any Yield Maintenance
Charges (other than the portion thereof included in the Special Principal
Distribution Amount) for such Distribution Date allocated in payment of the
REMIC III Regular Interests as specified in Sections 4.01(l) and 4.01(c),
respectively. On each Distribution Date, the Trustee shall deposit or be deemed
to have deposited in the REMIC V Distribution Account an aggregate amount of
immediately available funds equal to the Available Distribution Amount and the
amount of any Yield Maintenance Charges for such Distribution Date allocated in
payment of the REMIC IV Regular Interests as specified in Sections 4.01(k) and
4.01(c), respectively.

            (c) Prior to the Master Servicer Remittance Date relating to any Due
Period in which Excess Interest is received, the Trustee shall establish and
maintain the Excess Interest Distribution Account in the name of the Trustee for
the benefit of the Holders of the Class V Certificates. The Excess Interest
Distribution Account shall be established and maintained as an Eligible Account
or a subaccount of an Eligible Account. On or before each Master Servicer
Remittance Date, the Master Servicer shall remit to the Trustee for deposit in
the Excess Interest Distribution Account an amount equal to the Excess Interest
received during the related Due Period. On each Distribution Date, the Trustee
shall withdraw the Excess Interest from the Excess Interest Distribution Account
for distribution pursuant to Section 4.01(f). On each Distribution Date, the
Trustee shall deposit any Net Investment Loss into the Excess Interest
Distribution Account and shall be permitted to withdraw any Net Investment
Earnings from the Excess Interest Distribution Account. Following the
distribution of Excess Interest to Holders of the Class V Certificates on the
first Distribution Date after which no Loans remain outstanding that pursuant to
their terms could pay Excess Interest, the Trustee shall terminate the Excess
Interest Distribution Account.

            (d) If any Excess Liquidation Proceeds are received, the Trustee
shall establish and maintain one or more accounts (collectively, the "Excess
Liquidation Proceeds Account") to be held in trust for the benefit of the
Certificateholders. Each account that constitutes the Excess Liquidation
Proceeds Account shall be an Eligible Account or a sub-account of an Eligible
Account and may be a sub-account of the Distribution Account. By 1:00 p.m. on
each Master Servicer Remittance Date, the Master Servicer shall withdraw from
the Collection Account and remit to the Trustee for deposit in the Excess
Liquidation Proceeds Account all Excess Liquidation Proceeds received during the
Due Period ending on the Determination Date immediately prior to such Master
Servicer Remittance Date.

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

            (e) Funds on deposit in a Collection Account may be invested only in
Permitted Investments in accordance with the provisions of Section 3.06. Funds
on deposit in the Distribution Account may be invested only in Permitted
Investments in accordance with the provisions of Section 3.06. The Master
Servicer shall give notice to the Trustee, the Special Servicer, the Rating
Agencies and the Depositor of any new location of the Collection Account prior
to any change thereof. As of the Closing Date (or the date such account is
established, if later), the Distribution Account, the Excess Liquidation
Proceeds Account and the Excess Interest Distribution Account shall be located
at the offices of the Trustee. The Trustee shall give notice to the Master
Servicer and the Depositor of any new location of the Distribution Account, the
Excess Liquidation Proceeds Account or the Excess Interest Distribution Account,
prior to any change thereof.

            Section 3.05 Permitted Withdrawals from the Collection Account and
the Distribution Account.

            (a) The Master Servicer may, from time to time, make withdrawals
from the Collection Account maintained by it for any of the following purposes:

            (i) to remit to the Trustee for deposit in the REMIC I Distribution
      Account the amount required to be remitted pursuant to the first paragraph
      of Section 3.04(b) and clause (iii) of the second paragraph of Section
      3.04(b) and the amount to be applied to make P&I Advances by the Master
      Servicer pursuant to Section 4.03(a);

            (ii) to pay Excess Interest to the Excess Interest Distribution
      Account pursuant to Section 3.04(c);

            (iii) to pay (x) to itself or the holder of the Excess Servicing
      Strip (subject to Section 3.11(a)), unpaid Master Servicing Fees (net of
      any such amounts required to offset Prepayment Interest Shortfalls
      pursuant to Section 3.11(a)) and any Primary Servicing Fees to which it or
      such holder is entitled pursuant to Section 3.11(a), (y) to any Primary
      Servicer entitled thereto, the related Primary Servicing Fee, and (z) to
      the Special Servicer, unpaid Special Servicing Fees, Liquidation Fees and
      Workout Fees in respect of each Loan, related Specially Serviced Loan and
      related REO Loan, as applicable, the Master Servicer's rights, any Primary
      Servicer's rights and the Special Servicer's rights to payment pursuant to
      this clause (iii) with respect to any Loan or REO Loan, as applicable,
      being limited to amounts received on or in respect of such Loan (whether
      in the form of payments, Liquidation Proceeds or Insurance and
      Condemnation Proceeds) or such REO Loan (whether in the form of REO
      Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds)
      that are allocable as a recovery of interest thereon;

            (iv) to reimburse itself or the Trustee, as applicable, for
      unreimbursed P&I Advances, the Master Servicer's or the Trustee's right to
      receive payment pursuant to this clause (iv) being limited to amounts
      received which represent Late Collections of interest (net of the related
      Master Servicing Fees) on and principal of the particular Loans and REO
      Loans with respect to which such P&I Advances were made;

            (v) to reimburse itself or the Trustee, as applicable, for
      unreimbursed Servicing Advances, the Master Servicer's or the Trustee's
      respective rights to receive payment pursuant to this clause (v) with
      respect to any Loan or REO Property being limited to, as applicable,
      related payments, Liquidation Proceeds, Insurance and Condemnation
      Proceeds and REO Revenues;

            (vi) to reimburse itself or the Trustee, as applicable, for
      Nonrecoverable Advances out of general collections on the Loans and REO
      Properties;

            (vii) at such time as it reimburses itself or the Trustee, as
      applicable, for (a) any unreimbursed P&I Advance pursuant to clause (iv)
      above, to pay itself or the Trustee, as applicable, any interest accrued
      and payable thereon in accordance with Section 4.03(d), (b) any
      unreimbursed Servicing Advances pursuant to clause (v) above or pursuant
      to Section 3.03(a)(ii), to pay itself or the Trustee, as the case may be,
      any interest accrued and payable thereon in accordance with Section
      3.03(d) or (c) any Nonrecoverable Advances pursuant to clause (vi) above,
      to pay itself or the Trustee, as the case may be, any interest accrued and
      payable thereon;

            (viii) to reimburse itself, the Special Servicer, the Depositor or
      the Trustee, as the case may be, for any unreimbursed expenses reasonably
      incurred by such Person in respect of any Breach or Defect relating to a
      Loan required to be serviced by the Master Servicer and giving rise to a
      repurchase obligation of any Mortgage Loan Seller under Section 7 of the
      related Mortgage Loan Purchase Agreement, including, without limitation,
      any expenses arising out of the enforcement of the repurchase obligation,
      each such Person's right to reimbursement pursuant to this clause (viii)
      with respect to any Loan being limited to that portion of the Purchase
      Price paid for such Loan that represents such expense in accordance with
      clause (v) of the definition of Purchase Price;

            (ix) Subject to Section 2.03(b), to reimburse itself, the Trustee or
      the Special Servicer, as the case may be, out of general collections on
      the Loans and REO Properties for any unreimbursed expense reasonably
      incurred by such Person relating to a Loan required to be serviced by the
      Master Servicer in connection with the enforcement of any Mortgage Loan
      Seller's obligations under Section 7 of the related Mortgage Loan Purchase
      Agreement, but only to the extent that such expenses are not reimbursable
      pursuant to clause (viii) above or otherwise;

            (x) to pay itself, as additional servicing compensation all amounts
      specified in the fourth and fifth paragraphs of Section 3.11(a); and to
      pay the Special Servicer, as additional servicing compensation all amounts
      specified in the last paragraph of Section 3.11(b);

            (xi) to recoup any amounts deposited in the Collection Account
      maintained by the Master Servicer in error;

            (xii) to pay itself, the Special Servicer, the Depositor or any of
      their respective directors, officers, employees and agents, as the case
      may be, any amounts payable to any such Person pursuant to Sections
      6.03(a) or 6.03(b);

            (xiii) to pay for (a) the cost of any Opinion of Counsel
      contemplated by Sections 10.01(a) or 10.01(c) in connection with an
      amendment to this Agreement requested by the Trustee or the Master
      Servicer, which amendment is in furtherance of the rights and interests of
      Certificateholders and (b) the cost of obtaining the REO Extension
      contemplated by Section 3.16(a) (the amounts contemplated by this clause
      may be paid from the Collection Account);

            (xiv) to pay out of general collections on the Loans and REO
      Properties any and all federal, state and local taxes imposed on any Trust
      REMIC created hereunder or any of their assets or transactions, together
      with all incidental costs and expenses, to the extent that none of the
      Master Servicer, the Special Servicer or the Trustee is liable therefor;

            (xv) to reimburse the Master Servicer and the Special Servicer out
      of general collections on the Loans and REO Properties for expenses
      incurred by and reimbursable to them by the Trust Fund;

            (xvi) to pay itself, the Special Servicer or a Mortgage Loan Seller,
      as the case may be, with respect to each Loan, if any, previously
      purchased by such Person pursuant to this Agreement, all amounts received
      thereon subsequent to the date of purchase;

            (xvii) to reimburse the Special Servicer for the cost of any
      environmental testing performed at the Special Servicer's direction
      pursuant to the last sentence of Section 3.09(c);

            (xviii) to transfer the Excess Liquidation Proceeds to the Excess
      Liquidation Proceeds Account in accordance with Section 3.04(d); and

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

            The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan and property-by-property basis when appropriate, for
the purpose of justifying any withdrawal from the Collection Account.

            (b) The Trustee, may, from time to time, make or be deemed to make
withdrawals from the REMIC I Distribution Account for any of the following
purposes:

            (i) to make deemed distributions of the Available Distribution
      Amount pursuant to Section 4.01(a) and the amount of any Yield Maintenance
      Charges (other than the portion thereof included in the Special Principal
      Distribution Amount) distributable pursuant to Section 4.01(c) to the
      REMIC II Distribution Account;

            (ii) to make distributions in respect of the Class R-I Interest
      pursuant to Section 4.01(a);

            (iii) to pay the Trustee accrued but unpaid Trustee Fees;

            (iv) to pay to the Trustee or any of their Affiliates, directors,
      officers, employees and agents, as the case may be, any amounts payable or
      reimbursable to any such Person hereunder, including pursuant to Section
      3.31(o), 6.03(a), 6.03(b), 8.05(c) or 8.05(d);

            (v) to pay for the cost of the Opinion of Counsel contemplated by
      Section 10.01(c) in connection with any amendment to this Agreement
      requested by the Trustee;

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

            (vii) to transfer amounts required to be transferred to the Interest
      Reserve Account pursuant to Section 3.28(a);

            (viii) to pay the Trustee any Net Investment Earnings pursuant to
      Section 3.06(b); and

            (ix) to recoup any amounts deposited in the REMIC I Distribution
      Account in error.

            (c) The Trustee may make withdrawals from the REMIC V Distribution
Account for any of the following purposes:

            (i) to make distributions to Certificateholders (other than Holders
      of the Class V Certificates) on each Distribution Date pursuant to Section
      4.01 or 9.01, as applicable;

            (ii) to clear and terminate the REMIC V Distribution Account at the
      termination of this Agreement pursuant to Section 9.01; and

            (iii) to recoup any amounts deposited in the REMIC V Distribution
      Account in error.

            (d) Subsequent to making the distributions described in Section
3.05(b) and prior to making the distributions contemplated in Section 3.05(c) in
respect of the REMIC V Distribution Account, the Trustee will be deemed to have
deposited the amounts described in the last paragraph of Section 3.04(b) from
the REMIC I Distribution Account into the REMIC II Distribution Account, from
the REMIC II Distribution Account into the REMIC III Distribution Account, from
the REMIC III Distribution Account into the REMIC IV Distribution Account, and
from the REMIC IV Distribution Account into the REMIC V Distribution Account.

            (e) Notwithstanding anything herein to the contrary, with respect to
any Loan, (i) if amounts on deposit in the Collection Account and the REMIC I
Distribution Account are not sufficient to pay the full amount of the Master
Servicing Fee listed in Section 3.05(a)(ii) and the Trustee Fee listed in
Section 3.05(b)(ii), then the Trustee Fee shall be paid in full prior to the
payment of any Master Servicing Fees payable under Section 3.05(a)(ii) and (ii)
if amounts on deposit in the Collection Account are not sufficient to reimburse
the full amount of Advances listed in Sections 3.05(a)(iv), (v), (vi) and (vii),
then reimbursements shall be paid first to the Trustee and then to the Master
Servicer.

            Section 3.06 Investment of Funds in the Collection Account,
Servicing Accounts, Cash Collateral Accounts, Lock-Box Accounts, the Interest
Reserve Account, Distribution Account, Excess Liquidation Proceeds Account,
Excess Interest Distribution Account and the REO Account.

            (a) (i) The Master Servicer may direct any depository institution
maintaining for the Master Servicer a Collection Account, any Servicing Account,
any Cash Collateral Account and any Lock-Box Account (any of the foregoing
accounts listed in this clause (i) for purposes of this Section 3.06, a "Master
Servicer Account"), (ii) the Special Servicer may direct any depository
institution maintaining the REO Account and (iii) the Trustee may direct any
depository institution maintaining the Excess Liquidation Proceeds Account, the
Excess Interest Distribution Account, the Distribution Account and the Interest
Reserve Account (any of the foregoing accounts listed in this clause (iii) for
purposes of this Section 3.06, a "Trustee Account") (any of the Master Servicer
Accounts, Trustee Accounts or the REO Account, for purposes of this Section
3.06, an "Investment Account"), to invest (or if such depository institution is
the Master Servicer, Special Servicer or the Trustee, as applicable, it may
itself invest) the funds held therein solely in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, (A) no later than the Business Day immediately preceding the next
succeeding date on which such funds are required to be withdrawn from such
account pursuant to this Agreement, if a Person other than the depository
institution maintaining such account is the obligor thereon and (B) no later
than the date on which such funds are required to be withdrawn from such account
pursuant to this Agreement, if the depository institution maintaining such
account is the obligor thereon. All such Permitted Investments shall be held to
maturity, unless payable on demand. Any investment of funds in an Investment
Account shall be made in the name of the Trustee (in its capacity as such).

            The Master Servicer (in the case of any Master Servicer Account) or
the Special Servicer (in the case of the REO Account), on behalf of the Trustee,
or the Trustee (in the case of any Trustee Account) shall maintain continuous
possession of any Permitted Investment of amounts in such accounts that is
either (i) a "certificated security," as such term is defined in the UCC or (ii)
other property in which a secured party may perfect its security interest by
possession under the UCC or any other applicable law. Possession of any such
Permitted Investment by the Master Servicer or Special Servicer shall constitute
possession by the Trustee, as secured party, for purposes of Section 9-313 of
the UCC and any other applicable law. In the event amounts on deposit in an
Investment Account are at any time invested in a Permitted Investment payable on
demand, the Master Servicer (in the case of any Master Servicer Account), the
Special Servicer (in the case of the REO Account) or the Trustee (in the case of
any Trustee Account) shall:

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

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

            (b) Interest and investment income realized on funds and deposited
in each of the Master Servicer Accounts to the extent of the Net Investment
Earnings, if any, with respect to such account for each period from any
Distribution Date to the immediately succeeding P&I Advance Date shall be for
the sole and exclusive benefit of the Master Servicer to the extent not required
to be paid to the related Borrower and shall be subject to its withdrawal, or
withdrawal at its direction, in accordance with Section 3.03(a), 3.05(a),
3.05(b) or 3.05(c), as the case may be. Interest and investment income realized
on funds deposited in the REO Account, to the extent of the Net Investment
Earnings, if any, with respect to such account for each period from any
Distribution Date to the immediately succeeding P&I Advance Date, shall be for
the sole and exclusive benefit of the Trust Fund, but shall be subject to
withdrawal in accordance with Section 3.16(c). Interest and investment income
realized on funds and deposited in each of the Trustee Accounts, to the extent
of the Net Investment Earnings, if any, with respect to such account for each
period from the day succeeding any Distribution Date to the next succeeding
Distribution Date shall be for the sole and exclusive benefit of the Trustee,
but shall be subject to withdrawal in accordance with Section 3.04(c), 3.05(b)
or 3.28. If any loss shall be incurred in respect of any Permitted Investment
directed to be made by the Master Servicer, Special Servicer or the Trustee, as
applicable, and on deposit in any of the Master Servicer Accounts (in the case
of the Master Servicer) or the REO Account (in the case of the Special Servicer)
shall deposit therein, no later than the P&I Advance Date, without right of
reimbursement, the amount of the Net Investment Loss, if any, with respect to
such account for the period from the immediately preceding Distribution Date to
such P&I Advance Date. If any loss shall be incurred in respect of any Permitted
Investment directed to be made by the Trustee and on deposit in any of the
Trustee Accounts, the Trustee shall deposit therein, no later than the
Distribution Date, without right of reimbursement, the amount of the Net
Investment Loss, if any, with respect to such account for the period from the
day succeeding the immediately preceding Distribution Date to such Distribution
Date.

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may and, subject to Section 8.02, upon the request of
Holders of Certificates entitled to a majority of the Voting Rights allocated to
any Class shall, take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.

            Notwithstanding the investment of funds held in a Collection Account
pursuant to this Section 3.06, for purposes of calculating the Available
Distribution Amount, the amounts so invested shall be deemed to remain on
deposit in such account.

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

            (a) The Master Servicer shall use its reasonable efforts to cause
the Borrower to maintain, to the extent required by the terms of the related
Note and Mortgage, or if the Borrower does not so maintain, shall itself
maintain, for each Loan any Insurance Policy coverage as is required under the
related Mortgage (to the extent the Trustee as mortgagee has an insurable
interest in the related Mortgaged Property and to the extent such Insurance
Policy coverage is available at commercially reasonable rates, as determined by
the Master Servicer in accordance with the Servicing Standard); provided,
however, that, subject to Section 3.07(f), if any Mortgage permits the holder
thereof to dictate to the Borrower the Insurance Policy coverage to be
maintained on such Mortgaged Property, the Master Servicer or Special Servicer,
as applicable, shall impose such insurance requirements as are consistent with
the Servicing Standard. The Master Servicer shall use its reasonable efforts to
cause the Borrower to maintain, and if the Borrower does not so maintain, the
Master Servicer shall maintain, all-risk casualty insurance which does not
contain any carve-out for terrorist or similar act to the extent not prohibited
by the terms of the related Loan Documents. The Master Servicer shall not be
required to call default under a Loan if the related Borrower fails to maintain
such insurance, and the Master Servicer shall not be required to maintain such
insurance, if, in each case, the Special Servicer has determined in accordance
with the Servicing Standard that either (a) such insurance is not available at
commercially reasonable rates and that such hazards are not at the time commonly
insured against for properties similar to the Mortgaged Property and located in
or around the region in which such Mortgaged Property is located or (b) such
insurance is not available at any rate. Subject to Section 3.17(a), the Special
Servicer shall maintain for each REO Property no less Insurance Policy coverage
than was previously required of the Borrower under the related Loan or, at
Special Servicer's election, coverage satisfying insurance requirements
consistent with the Servicing Standard, provided that such coverage is available
at commercially reasonable rates.

            All such Insurance Policies shall (i) contain a "standard" mortgagee
clause, with loss payable to the Master Servicer on behalf of the Trustee (in
the case of insurance maintained in respect of Loans other than REO Properties)
or the Special Servicer on behalf of the Trustee (in the case of insurance
maintained in respect of REO Properties), (ii) include coverage in an amount not
less than the lesser of the full replacement cost of the improvements which are
a part of the Mortgaged Property or the outstanding principal balance owing on
the related Loan, but in any case in such an amount so as to avoid the
application of any co-insurance clause, (iii) include a replacement cost
endorsement providing no deduction for depreciation (unless such endorsement is
not permitted under the related Loan Documents) and (iv) be issued by either (x)
a Qualified Insurer or (y) for any Insurance Policy being maintained by the
related Borrower, an insurance carrier meeting the requirements of the related
Mortgage, provided that such Qualified Insurer or other insurance carrier is
authorized under applicable law to issue such Insurance Policies. Any amounts
collected by the Master Servicer or Special Servicer under any such Insurance
Policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or REO Property or amounts to be released to the
related Borrower, in each case in accordance with the Servicing Standard and the
provisions of the related Loan) shall be deposited in the Collection Account
maintained by the Master Servicer, subject to withdrawal pursuant to Section
3.05(a).

            Any costs incurred by the Master Servicer in maintaining any such
Insurance Policies in respect of Loans (other than with respect to REO
Properties) if the Borrower defaults on its obligation to maintain such
Insurance Policies shall be advanced by the Master Servicer as a Servicing
Advance. The amounts so advanced shall not, for purposes of calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of
the related Loan, notwithstanding that the terms of such Loan so permit. Any
cost incurred by the Special Servicer in maintaining any such Insurance Policies
with respect to REO Properties shall be an expense of the Trust Fund payable out
of the related REO Account pursuant to Section 3.16(c) or, if the amount on
deposit therein is insufficient therefor, advanced by the Master Servicer as a
Servicing Advance.

            If the Master Servicer or Special Servicer obtains and maintains a
blanket Insurance Policy with a Qualified Insurer insuring against fire and
hazard losses on all of the Loans or REO Properties, as the case may be,
required to be serviced and administered by it hereunder, and such Insurance
Policy provides protection equivalent to the individual policies otherwise
required, then the Master Servicer or Special Servicer, as the case may be,
shall conclusively be deemed to have satisfied its obligation to cause fire and
hazard insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such blanket Insurance Policy may contain a deductible clause, in
which case if there shall not have been maintained on the related Mortgaged
Property or REO Property a fire and hazard Insurance Policy complying with the
requirements of Section 3.07(a), and there shall have been one or more losses
which would have been covered by such Insurance Policy, the Master Servicer or
the Special Servicer shall promptly deposit into the Collection Account
maintained by it from its own funds the portion of such loss or losses that
would have been covered under the individual policy (giving effect to any
deductible limitation or, in the absence of such deductible limitation, the
deductible limitation that is consistent with the Servicing Standard) but is not
covered under the blanket Insurance Policy because of such deductible clause. In
connection with its activities as administrator and servicer of the Loans, the
Master Servicer agrees to prepare and present, on behalf of itself, the Trustee
and Certificateholders, claims under any such blanket Insurance Policy in a
timely fashion in accordance with the terms of such policy. The Special
Servicer, to the extent consistent with the Servicing Standard, may maintain
earthquake insurance on REO Properties, provided coverage is available at
commercially reasonable rates.

            (b) If the Master Servicer or Special Servicer causes any Mortgaged
Property to be covered by a master single interest Insurance Policy with a
Qualified Insurer naming the Master Servicer or Special Servicer as the loss
payee, then to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, the Master Servicer or Special
Servicer shall conclusively be deemed to have satisfied its obligation to cause
such insurance to be maintained on the related Mortgage Properties. If the
Master Servicer or Special Servicer, as applicable, causes any Mortgaged
Property or REO Property to be covered by such master single interest Insurance
Policy, the incremental costs of such insurance applicable to such Mortgaged
Property (i.e., other than any minimum or standby premium payable for such
policy whether or not any Mortgaged Property is covered thereby) shall be paid
by the Master Servicer as a Servicing Advance. Such master single interest
Insurance Policy may contain a deductible clause, in which case the Master
Servicer or the Special Servicer, as applicable, shall, if (A) there shall not
have been maintained on the related Mortgaged Property or REO Property a policy
otherwise complying with the provisions of Section 3.07(a) and (B) there shall
have been one or more losses which would have been covered by such policy had it
been maintained, deposit into the Collection Account maintained by the Master
Servicer from its own funds the amount not otherwise payable under the master
single interest Insurance Policy because of such deductible clause, to the
extent that any such deductible exceeds the deductible limitation that pertained
to the related Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.

            (c) The Master Servicer and Special Servicer, respectively, shall
maintain with responsible companies, at their own expense, a blanket fidelity
bond (a "Fidelity Bond") and an errors and omissions insurance policy with a
Qualified Insurer, with broad coverage on all of its officers or employees
acting in any capacity requiring such persons to handle funds, money, documents
or paper relating to the Loans ("Master Servicer Employees," in the case of the
Master Servicer, and "Special Servicer Employees," in the case of the Special
Servicer). Any such Fidelity Bond and errors and omissions insurance shall
protect and insure the Master Servicer against losses, including forgery, theft,
embezzlement, fraud, errors and omissions, failure to maintain any insurance
policies required pursuant to the Agreement and negligent acts of the Master
Servicer Employees or Special Servicer Employees. Such errors and omissions
policy shall also protect and insure the Master Servicer against losses in
connection with the release or satisfaction of a Loan without having obtained
payment in full of the indebtedness secured thereby. No provision of this
Section requiring such Fidelity Bond and errors and omissions insurance shall
diminish or relieve the Master Servicer or Special Servicer from its duties and
obligations as set forth in this Agreement.

            The minimum coverage under any such Fidelity Bond and errors and
omissions insurance policy shall be at least equal to the greater of (i) the
amount necessary for the Master Servicer or Special Servicer, as applicable, to
qualify as a FNMA or FHLMC servicer or in an amount that would meet the
requirements of prudent institutional commercial mortgage loan servicers for
similar transactions, and (ii) $1,000,000. Notwithstanding the foregoing, so
long as the long-term debt or the deposit obligations or claims-paying ability
of the Master Servicer or Special Servicer (or its immediate or remote parent)
is rated at least "AA" by S&P and "A2" by Moody's, the Master Servicer or
Special Servicer, respectively, shall be allowed to provide self-insurance with
respect to a Fidelity Bond and such errors and omissions policy; provided that
if such ratings requirement is satisfied by the ratings of the immediate or
remote parent of the Master Servicer or Special Servicer, as applicable, such
parent entity shall provide a written guarantee of the obligations of the Master
Servicer or the Special Servicer, as applicable, in connection with such
self-insurance. Coverage of the Master Servicer or the Special Servicer under a
policy or bond obtained by an Affiliate of the Master Servicer or the Special
Servicer and providing the coverage required by this Section 3.07(c) shall
satisfy the requirements of this Section 3.07(c).

            The Special Servicer and the Master Servicer will promptly report in
writing to the Trustee any material changes that may occur in their respective
Fidelity Bonds, if any, and/or their respective errors and omissions Insurance
Policies, as the case may be, and will furnish to the Trustee copies of all
binders and policies or certificates evidencing that such bonds, if any, and
insurance policies are in full force and effect.

            (d) With respect to the Loans that (i) require earthquake insurance,
or (ii) (A) at the date of origination were secured by Mortgaged Properties on
which the related Borrower maintained earthquake insurance and (B) have
provisions which enable the Master Servicer to continue to require the related
Borrower to maintain earthquake insurance, the Master Servicer shall require the
related Borrower to maintain such insurance in the amount, in the case of clause
(i), required by the Loan and in the amount, in the case of clause (ii),
maintained at origination, in each case, to the extent such amounts are
available at commercially reasonable rates. Any determination by the Master
Servicer that such insurance is not available at commercially reasonable rates
with respect to a Loan for which any related Mortgaged Property has a "Probable
Maximum Loss," bounded on the basis of 50 years, in excess of 20% shall be
subject to confirmation by the Rating Agencies that such determination not to
purchase such insurance will, in and of itself, not result in a downgrade,
qualification or withdrawal of the then-current ratings assigned to the
Certificates rated by such Rating Agency. The Master Servicer shall use
reasonable efforts to cause the related Borrower to pay the costs of such
confirmation, otherwise, such costs shall be a Trust Fund expense.

            (e) The Master Servicer and Special Servicer shall review and be
familiar with the terms and conditions relating to enforcing claims and shall
monitor the dates by which any claim or action is required to be taken under
each insurance policy to realize the full value of such policy for the benefit
of Certificateholders.

            (f) If, as of the Closing Date, a Mortgaged Property (other than an
REO Property) shall be in a federally designated special flood hazard area (if
flood insurance has been made available), or if the Master Servicer becomes
aware, in performing its duties under this Agreement, that a Mortgaged Property
becomes located in such area by virtue of remapping conducted by the Federal
Emergency Management Agency, the Master Servicer will use its reasonable efforts
to cause the related Borrower (in accordance with applicable law and the terms
of the Loan Documents) to maintain, and, if the related Borrower shall default
in any such obligation to so maintain, the Master Servicer shall itself
maintain, to the extent available at commercially reasonable rates (as
determined by the Master Servicer in accordance with the Servicing Standard) and
the Trustee as Mortgagee has an insurable interest in the related Mortgaged
Property, flood insurance in respect thereof, but only to the extent the related
Loan permits the mortgagee to require such coverage and the maintenance of such
coverage is consistent with the Servicing Standard. Such flood insurance shall
be in an amount equal to the least of (i) the unpaid principal balance of the
related Loan, (ii) the maximum amount of insurance which is available under the
Flood Disaster Protection Act of 1973, as amended, and (iii) the amount required
by the Loan. If the cost of any insurance described above is not borne by the
Borrower, the Master Servicer shall promptly make a Servicing Advance for such
costs, subject to Section 3.03(c).

            (g) During all such times as any REO Property shall be located in a
federally designated special flood hazard area, the Special Servicer will cause
to be maintained, to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing Standard), a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in an amount equal to the least of (i) the
unpaid principal balance of the related Loan, (ii) the maximum amount of
insurance which is available under the Flood Disaster Protection Act of 1973, as
amended, and (iii) the amount required by the Loan. The cost of any such flood
insurance with respect to an REO Property shall be an expense of the Trust Fund
payable out of the related REO Account pursuant to Section 3.16(c) or, if the
amount on deposit therein is insufficient therefor, paid by the Master Servicer
as a Servicing Advance.

            (h) Notwithstanding the provisions of the related Mortgage and any
other provision of this Agreement, but otherwise in accordance with the
Servicing Standard, the Master Servicer shall not require any Borrower to obtain
insurance in excess of the amounts of coverage and deductibles heretofore
required by the applicable Mortgage Loan Seller in connection with the
origination of the related Loan (such amounts, with respect to each Loan, the
"Origination Required Insurance Amounts"), unless the Master Servicer
determines, in accordance with the Servicing Standard, that such Origination
Required Insurance Amounts would not be prudent for property of the same type as
the related Mortgaged Property. The Master Servicer shall require that each
policy of business income insurance maintained by a Borrower have a minimum term
of at least twelve months. The Depositor shall provide evidence to the Master
Servicer of the Origination Required Insurance Amounts for each Mortgaged
Property.

            (i) Within 45 days after the Closing Date, the Master Servicer shall
notify each Environmental Insurer that (A) both the Master Servicer and the
Special Servicer shall be sent notices under the Environmental Insurance Policy
and (B) the Trustee, on behalf of the Trust, shall be the loss payee under the
Environmental Insurance Policy. The Master Servicer and the Special Servicer
shall abide by the terms and conditions precedent to payment of claims under the
Environmental Insurance Policy and shall take all such action as may be required
to comply with the terms and provisions of such policy in order to maintain, in
full force and effect, such policy.

            (j) In the event the Master Servicer has actual knowledge of any
event (an "Insured Environmental Event") giving rise to a claim under any
Environmental Insurance Policy in respect of any Loan covered thereby, the
Master Servicer shall, in accordance with the terms of such Environmental
Insurance Policy and the Servicing Standards, timely make a claim thereunder
with the appropriate insurer and shall take such other actions in accordance
with the Servicing Standards which are necessary under such Environmental
Insurance Policy in order to realize the full value thereof for the benefit of
the Certificateholders. Any legal fees, premiums or other out-of-pocket costs
incurred in accordance with the Servicing Standards under an Environmental
Insurance Policy shall be paid by the Master Servicer and shall be reimbursable
to it as a Servicing Advance.

            In the event that the Master Servicer receives notice of any
termination of any Environmental Insurance Policy that relates to one or more of
the Loans, the Master Servicer shall, within three Business Days after receipt
of such notice, notify the Special Servicer, the Directing Certificateholder,
the Rating Agencies and the Trustee of such termination in writing. Upon receipt
of such notice, the Master Servicer or Special Servicer shall address such
termination in accordance with Section 3.07(a) in the same manner as it would
the termination of any other Insurance Policy required under the related Loan
documents.

            Section 3.08 Enforcement of Due-On-Sale and Due-On-Encumbrance
Clauses; Assumption Agreements; Defeasance Provisions; Other Provisions.

            (a) As to each Loan which contains a provision in the nature of a
"due-on-sale" clause, which by its terms:

                  (A) provides that such 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 the related Borrower
            or

                  (B) provides that such Loan may not be assumed without the
            consent of the mortgagee in connection with any such sale or other
            transfer,

the Master Servicer shall provide notice to the Special Servicer of any request
for a waiver thereof, and the Special Servicer (whether or not such Loan is a
Specially Serviced Loan) shall enforce such due-on-sale clause, unless the
Special Servicer determines, in accordance with the Servicing Standard, that (1)
not declaring an Event of Default (as defined in the related Mortgage) or (2)
granting such consent would be likely to result in a greater recovery (or an
equal recovery, provided the other conditions for an assumption or waiver of a
due-on-sale clause are met), on a present value basis (discounting at the
related Mortgage Rate), than would enforcement of such clause or the failure to
grant such consent. If the Special Servicer determines that (1) not declaring an
Event of Default (as defined in the related Mortgage) or (2) granting such
consent would be likely to result in a greater recovery (or an equal recovery,
provided the other conditions for an assumption or waiver of a due-on-sale
clause are met), the Special Servicer shall take or enter into an assumption
agreement from or with the proposed transferee as obligor thereon, provided that
(x) the credit status of the prospective transferee is in compliance with the
Servicing Standard and the terms of the related Mortgage and (y) with respect to
any Loan which is a Significant Loan, the Special Servicer shall have received
written confirmation from each of the Rating Agencies that such assumption would
not, in and of itself, cause a downgrade, qualification or withdrawal of any of
the then-current ratings assigned to the Certificates. The Master Servicer shall
use reasonable efforts to cause the related Borrower to pay the costs of such
confirmation, otherwise, such costs shall be a Trust Fund expense.

            (ii) Notwithstanding the provisions of any Loan, foreclosure by a
      Mezzanine Loan Holder on any Mezzanine Loan Collateral securing a
      Mezzanine Loan to an affiliate of the related Borrower shall not, for
      purposes of this Agreement, be deemed to be a violation of the due-on-sale
      clause of the related Loan Documents or of clause (i) of this Section
      3.08(a) so long as the foreclosing party is a Permitted Mezzanine Loan
      Holder, and other material requirements of the related intercreditor
      agreement are satisfied.

            (iii) Neither the Master Servicer nor the Special Servicer shall (x)
      consent to the foreclosure of any Mezzanine Loan other than by a Permitted
      Mezzanine Loan Holder or (y) consent to the transfer of any Mezzanine Loan
      except to a Permitted Mezzanine Loan Holder, except, in each case, as
      otherwise provided in Section 3.08(a)(i). Neither the consent of the
      Master Servicer nor the consent of the Special Servicer shall be required
      for the foreclosure by a Permitted Mezzanine Loan Holder if an event of
      default has been declared under the related Loan (and each Rating Agency
      has been notified of such event of default), except as set forth in any
      related intercreditor agreement. In no event shall a Mezzanine Loan Holder
      be required to pay any assumption fee, modification fee or other service
      charge in connection with any foreclosure upon Mezzanine Loan Collateral,
      transfer of ownership of the related Mortgaged Property to such Mezzanine
      Loan Holder and/or assumption of the related Loan. Nothing herein shall
      prevent a Mezzanine Loan Holder from appointing a receiver or trustee with
      respect to any Mezzanine Loan Collateral, foreclosing upon any reserves,
      escrow accounts or cash collateral accounts pledged under the related
      Mezzanine Loan (provided none of such accounts have been pledged under the
      related Loan) or otherwise taking an assignment of any cash flows from any
      Mezzanine Loan Collateral.

            (b) As to each Loan which contains a provision in the nature of a
"due-on-encumbrance" clause, which by its terms:

            (i) provides that such Loan shall (or, at the mortgagee's option,
      may) become due and payable upon the creation of any additional lien or
      other encumbrance on the related Mortgaged Property or

            (ii) requires the consent of the mortgagee to the creation of any
      such additional lien or other encumbrance on the related Mortgaged
      Property,

the Master Servicer shall provide notice to the Special Servicer of any request
for a waiver thereof, and the Special Servicer (whether or not such Loan is a
Specially Serviced Loan) shall enforce such due-on-encumbrance clause and in
connection therewith shall (i) accelerate payments thereon or (ii) withhold its
consent to such lien or encumbrance unless the Special Servicer (x) determines,
in accordance with the Servicing Standard, that (1) not accelerating payments on
such Loan or (2) granting such consent would result in a greater recovery on a
present value basis (discounting at the related Mortgage Rate) than would
enforcement of such clause or the failure to grant such consent and (y) with
respect to any Loan which is a Significant Loan, receives prior written
confirmation from each of the Rating Agencies that (1) not accelerating such
payments or (2) granting such consent would not, in and of itself, cause a
downgrade, qualification or withdrawal of any of the then-current ratings
assigned to the Certificates. To the extent permitted by the Loan Documents,
Master Servicer will require Borrower to pay the costs associated with such
Rating Agency confirmation, otherwise it is considered a Trust Fund expense.

            (c) Nothing in this Section 3.08 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Loan, any sale or other transfer of the related Mortgaged Property or the
creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.

            (d) Except as otherwise permitted by Section 3.20, the Special
Servicer shall not agree to modify, waive or amend any term of any Loan in
connection with the taking of, or the failure to take, any action pursuant to
this Section 3.08.

            (e) [Reserved.]

            (f) Notwithstanding any other provisions of this Section 3.08, the
Master Servicer may grant a Borrower's request for consent to subject the
related Mortgaged Property to an easement or right-of-way for utilities, access,
parking, public improvements or another purpose and may consent to subordination
of the related Loan to such easement or right-of-way, provided that the Master
Servicer shall have determined (i) in accordance with the Servicing Standard
that such easement or right-of-way will not materially interfere with the
then-current use of the related Mortgaged Property or the security intended to
be provided by such Mortgage and will not materially or adversely affect the
value of such Mortgaged Property and (ii) that no Trust REMIC will fail to
qualify as a REMIC as a result thereof and that no tax on "prohibited
transactions" or "contributions" after the Closing Date would be imposed on any
Trust REMIC as a result thereof, provided further that the Master Servicer shall
cause the Borrower to pay the costs (including attorneys' fees and expenses)
associated with the determination described in clause (ii).

            (g) With respect to any Loan which permits release of Mortgaged
Properties through defeasance (each, a "Defeasance Loan"), to the extent
permitted under the related Loan Documents:

            (i) The Master Servicer shall effect such defeasance only through
      the purchase of direct, non-callable U.S. government obligations
      satisfying the REMIC Provisions ("Defeasance Collateral") which purchase
      shall be made in accordance with the terms of such Loan (except that the
      Master Servicer is authorized to accept Defeasance Collateral meeting the
      foregoing requirements in spite of more restrictive requirements of the
      related Loan Documents); provided, however, that the Master Servicer shall
      not accept the amounts paid by the related Borrower to effect defeasance
      until such Defeasance Collateral has been identified and provided,
      further, that no defeasance shall be accepted within two years after the
      Closing Date.

            (ii) If such Loan permits the assumption of the obligations of the
      related Borrower by a successor Borrower, the Master Servicer shall cause
      the Borrower or such successor Borrower to pay all expenses incurred in
      connection with the establishment of a successor Borrower that shall be a
      Single-Purpose Entity and to cause an assumption by such successor
      Borrower of the defeased obligations under the related Note. The Master
      Servicer shall be permitted to establish a single Single-Purpose Entity to
      assume the defeased obligations under all of the Loans that have been
      defeased.

            (iii) The Master Servicer shall cause to be delivered an Opinion of
      Counsel, at such Borrower's expense, to the effect that the assignment of
      the Defeasance Collateral to the Trustee is valid and enforceable (subject
      to certain customary limitations).

            (iv) The Master Servicer shall obtain, at the related Borrower's
      expense, a certificate from an Independent certified public accountant
      certifying that the Defeasance Collateral is sufficient to make all
      scheduled payments under the related Note.

            (v) Prior to permitting release of any Mortgaged Property through
      defeasance, if such defeasance is a partial defeasance or such Mortgaged
      Property relates to (A) a Loan that is (x) a Loan, (y) part of a group of
      Crossed Loans or (z) part of a group of Loans made to affiliated Borrowers
      that, in each case, in the aggregate, represents one of the ten largest
      loans (which for the purposes of this definition shall include groups of
      Crossed Loans and groups of Loans made to affiliated Borrowers), the
      Master Servicer shall obtain, at the expense of the related Borrower,
      written confirmation from Moody's that such defeasance would not, in and
      of itself, result in a downgrade, qualification or withdrawal of any of
      the then-current ratings assigned to the Certificates and (B) any Loan,
      the Master Servicer shall obtain, at the expense of the related Borrower,
      written confirmation from S&P that such defeasance would not, in and of
      itself, result in a downgrade, qualification or withdrawal of any of the
      then-current ratings assigned to the Certificates; provided, that in the
      case of clause (B), so long as such Loan is not a Significant Loan, the
      Master Servicer shall not be required to obtain such confirmation from S&P
      if the Master Servicer delivers to S&P a Notice and Certification in the
      form attached hereto as Exhibit K.

            (vi) Neither the Master Servicer nor the Special Servicer shall
      permit the release of any Mortgaged Property through defeasance unless the
      related Borrower establishes to the satisfaction of the Master Servicer or
      the Special Servicer that the lien on such Mortgaged Property will be
      released to facilitate the disposition thereof or to facilitate any other
      customary commercial transaction.

            (vii) Prior to permitting release of any Mortgaged Property through
      defeasance, if the related Loan so requires and provides for the related
      Borrower to pay the cost thereof, the Master Servicer shall require such
      Borrower to deliver or cause to be delivered an Opinion of Counsel to the
      effect that such release will not cause any Trust REMIC to fail to qualify
      as a REMIC at any time that any Certificates are outstanding or cause a
      tax to be imposed on the Trust Fund under the REMIC Provisions.

            (viii) Neither the Master Servicer nor the Special Servicer shall
      permit a partial defeasance with respect to any Loan unless the value of
      the Defeasance Collateral is at least the amount required pursuant to the
      related Loan Documents with respect to such partial defeasance.

To the extent permitted under the related Loan Documents, any costs to the
Master Servicer of obtaining legal advice to make the determinations required to
be made by it pursuant to this Section 3.08(g), or obtaining the Rating Agency
confirmations required by this Section 3.08(g), shall be borne by the related
Borrower as a condition to the Master Servicer's obligation to effect the
defeasance of the related Loan or advanced as a Servicing Advance by the Master
Servicer, and otherwise shall be a Trust Fund expense. The Master Servicer shall
deliver all documents relating to the defeasance of the related Loan to the
Trustee for inclusion in the related Mortgage File.

            (h) With respect to the Loan known as Oak Ridge Office Portfolio and
designated as Loan No. 9 on the Mortgage Loan Schedule, which provides that,
upon the expiration of the related prepayment lock-out period in March, 2012 and
upon notice of prepayment by the related Borrower after such period, the lender
may elect to (i) require the payment of a Yield Maintenance Charge in connection
with such prepayment or (ii) require the release of the Mortgaged Properties
through defeasance, the Master Servicer shall, upon such notification of such
prepayment from such Borrower, elect to require the release of the related
Mortgaged Properties through defeasance, in accordance with the requirements set
forth in 3.08(g) above (to the extent permitted by the related Loan Documents)
and subject to the satisfaction of the other conditions to defeasance under this
Section 3.08(h), and shall not elect to permit such prepayment with the payment
of a Yield Maintenance Charge. In connection with such defeasance, the Master
Servicer shall condition the granting of its consent thereto upon the delivery
of an Opinion of Counsel to the effect that such release will not cause any
Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on the Trust Fund under the REMIC
provisions. The Master Servicer shall use its reasonable efforts to cause the
related Borrower to pay for the cost of such Opinion of Counsel, and if the
Borrower does not pay for such costs, the Master Servicer shall require the
related Mortgage Loan Seller to pay for such costs.

            (i) With respect to any Loan that permits the related Borrower to
incur subordinate indebtedness secured by the related Mortgaged Property, the
Special Servicer shall enforce the rights of the lender, if any, under the Loan
Documents to require such Borrower to require the lender of such subordinate
indebtedness to enter into a subordination and standstill agreement with the
lender.

            (j) With respect to any Loan, subject to the related Loan Documents,
neither the Master Servicer nor the Special Servicer shall permit the related
Borrower to substitute any real property, any rights with respect to real
property, or any other property interest whatsoever for the Mortgaged Property
securing such Loan as of the Closing Date without receipt of an Opinion of
Counsel, at the expense of the Borrower, to the effect that the substitution
will not cause the related Loan to fail to qualify as a "qualified mortgage" as
defined under Section 860G(a)(3) of the Code while such Loan is owned by REMIC
I.

            (k) With respect to the Loan known as the Raytheon Building and
designated as Loan No. 15 on the Mortgage Loan Schedule, in connection with any
mezzanine financing (i) the Master Servicer shall obtain the approval of the
Directing Certificateholder and (ii) to the extent that the related Loan
Documents require confirmation from the Rating Agencies that such financing will
not result in a downgrade, qualification or withdrawal of any of the
then-current ratings assigned to the Certificates, the Master Servicer shall
require such Rating Agency confirmation (at the expense of the related
Borrower).

            (l) With respect to the Loan known as The Shops at Deerfield Square
and designated as Loan No. 3 on the Mortgage Loan Schedule, which provides for
the investment or deposit of funds in certain investments or accounts, such
investments or accounts shall mean Permitted Investments or Eligible Accounts,
as applicable. In addition, the Master Servicer shall obtain the approval of the
Directing Certificateholder in connection with any future mezzanine financing.

            (m) With respect to the Loan known as the Lock Sovran Portfolio and
designated as Loan No. 4 on the Mortgage Loan Schedule, which provides for the
investment or deposit of funds in obligations or institutions rated in one of
the two highest rating categories by two or more rating agencies as lender may
determine and which requires that the lender give notice to the Borrower of a
monetary default before such default becomes effective, (i) at least two of such
rating agencies shall be S&P and Moody's and (ii) the Master Servicer or the
Special Servicer, as applicable, shall promptly give notice of such monetary
default to the Borrower upon discovery.

            (n) With respect to the Loan known as Metroplex and designated as
Loan No. 1 on the Mortgage Loan Schedule and the Loan known as 300 M Street and
designated as Loan No. 2 on the Mortgage Loan Schedule, each of which Loans
require the consent of the lender for the replacement of the related Manager
under the respective Management Agreements, the Master Servicer shall not give
such consent unless each of the Rating Agencies have provided confirmation (at
the expense of the related Borrower) that such action will not result in a
downgrade, qualification or withdrawal of any of the then-current ratings
assigned to the Certificates.

            (o) With respect to the Loan known as Clopper Road Portfolio and
designated as Loan No. 10 on the Mortgage Loan Schedule, in connection with the
release of any of the related Mortgaged Properties by substitution thereof with
another property of like kind and quality, the Directing Certificateholder shall
have the right to determine whether the conditions required under the related
Loan Documents in connection with such substitution have been met by the
Borrower.

            (p) With respect to the Loan known as the Locke Sovran Portfolio and
designated as Loan No. 4 on the Mortgage Loan Schedule, which provides for the
accrual of certain additional interest upon the lender's decision to forbear
from exercising any remedies upon the Borrower's failure to repay such Loan in
full on its maturity date, (i) such interest accrued and received (other than
Default Interest) on such Loan at a rate in excess of the related Mortgage Rate
shall not be treated as an asset of any of the Trust REMICs and shall be held by
the Master Servicer in an escrow account pending pay-off or other liquidation of
such Loan, (ii) the Master Servicer shall apply any funds held in such escrow
account to pay all special servicing compensation due to the Special Servicer
hereunder and any other expenses relating to the special servicing of such Loan
(including in reimbursement of any Advances made with respect to such Loan,
together with interest thereon if such interest was paid to the Master Servicer
or the Trustee, as applicable, and in reimbursement of any Additional Trust Fund
Expenses incurred since the Closing Date with respect to such Loan) and (iii)
any funds remaining in such escrow account following a pay-off or liquidation of
such Loan, after application of such funds in accordance with clause (ii) above,
shall be deposited by the Master Servicer or remitted by the Master Servicer to
the Trustee for deposit on or before 1:00 P.M. New York City time on the related
Master Servicer Remittance Date in the Excess Interest Distribution Account as
Excess Interest. The escrow account referred to in the preceding sentence shall
be treated as an "outside reserve fund" for purposes of the REMIC Provisions
beneficially owned by the Holders of the Class V Certificates, who shall be
taxed on all income or gain with respect thereto.

            (q) With respect to the Loan known as Bridgepark Shopping Center and
designated as Loan No. 11 on the Mortgage Loan Schedule, in connection with the
release of the related Mortgaged Property through defeasance, the Master
Servicer shall condition the granting of its consent thereto upon the receipt of
a written confirmation from each of the Rating Agencies that such defeasance
would not, in and of itself, result in a downgrade, qualification or withdrawal
of any of the then-current ratings assigned to the Certificates. The Master
Servicer shall use reasonable efforts to cause the related Borrower to pay for
the cost of such Rating Agency confirmation, and if the Borrower does not pay
for such costs, then the Master Servicer shall require the related Mortgage Loan
Seller to pay for such costs.

            Section 3.09 Realization Upon Defaulted Loans.

            (a) The Special Servicer shall, subject to subsections (b) through
(d) of this Section 3.09, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert (which may
include an REO Acquisition) the ownership of any property securing such Loans as
come into and continue in default as to which no satisfactory arrangements can
be made for collection of delinquent payments, and which are not released from
the Trust Fund pursuant to any other provision hereof. In any case in which a
Mortgaged Property shall have suffered damage such that the complete restoration
of such property is not fully reimbursable by the hazard insurance policies or
flood insurance policies required to be maintained pursuant to Section 3.07, the
Master Servicer shall not be required to make a Servicing Advance and expend
funds toward the restoration of such property unless the Special Servicer has
determined in its reasonable judgment in accordance with the Servicing Standard
that such restoration will increase the net proceeds of liquidation of such
Mortgaged Property to Certificateholders after reimbursement to the Master
Servicer for such Servicing Advance and interest thereon and the Master Servicer
has determined that such Servicing Advance together with accrued and unpaid
interest thereon will be recoverable by the Master Servicer out of the proceeds
of liquidation of such Mortgaged Property, as contemplated in Section
3.05(a)(v). The Master Servicer shall be responsible for all costs and expenses
incurred by the Special Servicer in any such proceedings (such costs and
expenses to be advanced by the Master Servicer to the Special Servicer and
recoverable by the Master Servicer as a Servicing Advance), provided that, in
each case, such cost or expense would not, if incurred, constitute a
Nonrecoverable Servicing Advance.

            Nothing contained in this Section 3.09 shall be construed to require
the Special Servicer, on behalf of the Trust Fund, to make a bid on any
Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the Special Servicer
in its reasonable judgment taking into account, as applicable, among other
factors, the period and amount of any delinquency on the affected Loan, the
occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy, the obligation to dispose of any REO
Property within the time period specified in Section 3.16(a) and the results of
any Appraisal obtained pursuant to the following sentence, all such bids to be
made in a manner consistent with the Servicing Standard. If and when the Special
Servicer deems it necessary and prudent for purposes of establishing the fair
market value of any Mortgaged Property securing a Defaulted Loan, whether for
purposes of bidding at foreclosure or otherwise, the Special Servicer is
authorized to have an Appraisal performed with respect to such property, the
cost of which Appraisal shall be paid by the Master Servicer as a Servicing
Advance.

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:

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

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

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
the Special Servicer shall not, on behalf of the Trustee, obtain title to a
Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the
Trustee, on behalf of the Certificateholders, 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 comparable law,
unless (as evidenced by an Officer's Certificate to such effect delivered to the
Trustee) the Special Servicer has previously determined in accordance with the
Servicing Standard, based on an Environmental Assessment of such Mortgaged
Property performed within the preceding 12 months by an Independent Person who
regularly conducts Environmental Assessments and/or the existence of an
Environmental Insurance Policy covering such Mortgaged Property, that:

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, 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 present value basis
      than not taking such actions; and

            (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and regulations or, if such circumstances or
      conditions are present for which any such action could be required, that
      taking such actions with respect to such Mortgaged Property is reasonably
      likely to produce a greater recovery on a present value basis than not
      taking such actions.

            The cost of any such Environmental Assessment and the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding sentence shall be paid by the Master Servicer as a
Servicing Advance. If any such Environmental Assessment so warrants, the Special
Servicer shall, at the expense of the Trust Fund, perform such additional
environmental testing as it deems necessary and prudent to determine whether the
conditions described in clauses (i) and (ii) of the second preceding sentence
have been satisfied.

            (d) If (i) the environmental testing contemplated by subsection (c)
above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a Defaulted Loan and (ii) there has been no breach
of any of the representations and warranties set forth in or required to be made
pursuant to Section 6 of the related Mortgage Loan Purchase Agreement for which
the related Mortgage Loan Seller could be required to repurchase such Defaulted
Loan pursuant to Section 7 of the related Mortgage Loan Purchase Agreement, then
the Special Servicer shall take such action as it deems to be in the best
economic interest of the Trust Fund and consistent with the Servicing Standard
(other than proceeding to acquire title to the Mortgaged Property) and is hereby
authorized at such time as it deems appropriate to release such Mortgaged
Property from the lien of the related Mortgage.

            (e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Trustee, the Master Servicer and the
Certificate Owners of the Controlling Class and any Requesting Subordinate
Certificateholder (at the expense of such requesting Holder) monthly regarding
any actions taken by the Special Servicer with respect to any Mortgaged Property
securing a Defaulted Loan as to which the environmental testing contemplated in
subsection (c) above has revealed that either of the conditions set forth in
clauses (i) and (ii) of the first sentence thereof has not been satisfied, in
each case until the earlier to occur of satisfaction of both such conditions,
repurchase of the related Loan by the related Mortgage Loan Seller or release of
the lien of the related Mortgage on such Mortgaged Property; provided, however,
that with respect to each such report or Environmental Assessment, if beneficial
ownership of the Controlling Class resides in more than one Certificate Owner,
the Special Servicer shall be responsible only for the expense of providing the
first such copy thereof and shall be entitled to reimbursement from the Trust
Fund for the expense of any additional copies so provided. The Trustee shall,
upon request, forward all such reports to the Certificateholders (at the expense
of the requesting party) and each Rating Agency.

            (f) The Master Servicer shall report to the Internal Revenue Service
and the related Borrower, in the manner required by applicable law, the
information required to be reported regarding any Mortgaged Property related to
a Loan that it is required to service and which is abandoned or foreclosed, the
receipt of mortgage interests received in a trade or business and the
forgiveness of indebtedness with respect to any mortgaged property required by
Sections 6050J, 6050H and 6050P, respectively, of the Code. The Special Servicer
shall provide the Master Servicer with such information or reports as the Master
Servicer deems necessary to fulfill its obligations under this Section 3.09(f)
promptly upon the Master Servicer's request therefor. The Master Servicer shall
deliver a copy of any such report to the Trustee and the Special Servicer.

            (g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property is located and the terms of the Loan permit such an action.

            (h) The Special Servicer shall maintain accurate records, prepared
by one of its Servicing Officers, of each Final Recovery Determination in
respect of a Defaulted Loan or REO Property and the basis thereof. Each Final
Recovery Determination shall be evidenced by an Officer's Certificate delivered
to the Trustee and the Master Servicer no later than the next succeeding P&I
Advance Determination Date.

            Section 3.10 Trustee to Cooperate; Release of Mortgage Files.

            (a) Upon the payment in full of any Loan, or the receipt by the
Master Servicer or the Special Servicer, as the case may be, of a notification
that payment in full shall be escrowed in a manner customary for such purposes,
the Master Servicer or Special Servicer, as the case may be, will immediately
notify the Trustee and request delivery of the related Mortgage File. Any such
notice and request shall be in the form of a Request for Release (and shall
include two copies) signed by a Servicing Officer (or in a mutually agreeable
electronic format that will, in lieu of a signature on its face, originate from
a Servicing Officer) and shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are
required to be deposited in the Collection Account pursuant to Section 3.04(a)
or remitted to the Master Servicer to enable such deposit, have been or will be
so deposited. Within six Business Days (or within such shorter period as release
can reasonably be accomplished if the Master Servicer notifies the Trustee of an
exigency) of receipt of such notice and request, the Trustee (or, to the extent
provided in Section 3.01(b), the Master Servicer or the Special Servicer, as
applicable) shall execute such instruments of satisfaction, deeds of
reconveyance and other documents as shall have been furnished to it by the
Master Servicer, and the Trustee shall release and deliver the related Mortgage
File to the Master Servicer or Special Servicer, as the case may be. No expenses
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Collection Account.

            (b) From time to time as is appropriate for servicing or foreclosure
of any Loan, the Master Servicer or the Special Servicer shall deliver to the
Trustee two copies of a Request for Release signed by a Servicing Officer (or in
a mutually agreeable electronic format that will, in lieu of a signature on its
face, originate from a Servicing Officer). Upon receipt of the foregoing, the
Trustee shall deliver the Mortgage File or any document therein to the Master
Servicer or the Special Servicer (or a designee), as the case may be. Upon
return of the Mortgage File to the Trustee, the Trustee shall execute an
acknowledgment of receipt.

            (c) Within seven Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the release of a Loan or REO Loan, or to
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Borrower on the Note or Mortgage
or to obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Note or Mortgage or otherwise available at law or in equity. The
Special Servicer shall be responsible for the preparation of all such documents
and pleadings. When submitted to the Trustee for signature, such documents or
pleadings shall be accompanied by a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required, that the
proposed action is in the best interest of the Certificateholders and that the
execution and delivery thereof by the Trustee will not invalidate or otherwise
affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee's sale.

            Section 3.11 Servicing Compensation.

            (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee (subject to the
third and last paragraphs of this Section 3.11(a)) with respect to each Loan and
REO Loan (including Specially Serviced Loans, Defeasance Loans and Additional
Collateral Loans) required to be serviced by it at the applicable Master
Servicing Fee Rate. The Master Servicing Fee with respect to any Loan or REO
Loan shall cease to accrue if a Liquidation Event occurs in respect thereof. The
Master Servicing Fee shall be payable monthly, on a loan-by-loan basis, from
payments of interest on each Loan and REO Revenues allocable as interest on each
REO Loan. In no event will the Master Servicer or any Primary Servicer be
entitled to retain a servicing fee from the amount of any P&I Advance,
regardless of whether the related Borrower is obligated to reimburse Master
Servicing Fees or Primary Servicing Fees.

            The Master Servicer, on behalf of itself, the holder of the Excess
Servicing Strip and the Assignable Primary Servicing Fee and any Primary
Servicer, shall be entitled to recover unpaid Master Servicing Fees and Primary
Servicing Fees in respect of any Loan or REO Loan required to be serviced by it
out of that portion of related payments, Insurance and Condemnation Proceeds,
Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as
recoveries of interest, to the extent permitted by Section 3.05(a). Subject to
the third, sixth and last paragraphs of this Section 3.11(a), the right to
receive the Master Servicing Fee (and, except to the extent set forth in the
Primary Servicing Agreement with respect to a Primary Servicer and except as set
forth in this Section 3.11(a), the related Primary Servicing Fee) may not be
transferred in whole or in part except in connection with the transfer of all of
the Master Servicer's responsibilities and obligations under this Agreement. The
parties hereto acknowledge that the annual fees of each Rating Agency allocable
to the CSFB Loans, the Key Loans and the PNC Loans have been paid on or prior to
the Closing Date by the CSFB Mortgage Loan Seller.

            Notwithstanding anything herein to the contrary, Midland (and its
successors and assigns) may at its option assign or pledge to any third party or
retain for itself the Excess Servicing Strip and the Assignable Primary
Servicing Fee; provided, however, that in the event of any resignation or
termination of Midland, all or any portion of the Excess Servicing Strip and/or
the Assignable Primary Servicing Fee may be reduced by the Trustee to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to
obtain a qualified successor Master Servicer and Primary Servicer with respect
to the Loans being primarily serviced by Midland (which successor may include
the Trustee) that meets the requirements of Section 6.4 and that requires market
rate servicing compensation that accrues at a per annum rate in excess of 0.005%
(0.50 basis points). The Master Servicer shall pay the Excess Servicing Strip
and the Assignable Primary Servicing Fee to the holder of the Excess Servicing
Strip and the Assignable Primary Servicing Fee (i.e., Midland or any such third
party) at such time and to the extent the Master Servicer is entitled to receive
payment of its Master Servicing Fees hereunder, notwithstanding any resignation
or termination of Midland hereunder (subject to reduction pursuant to the
preceding sentence).

            Additional servicing compensation ("Additional Servicing
Compensation") in the form of (i) 100% of all assumption application fees and
50% of all assumption fees paid by the Borrowers on all Loans that are not
Specially Serviced Loans (but only to the extent that all amounts then due and
payable with respect to such Loans have been paid), (ii) all Penalty Charges
actually collected on each Loan (other than Specially Serviced Loans) but only
to the extent that (a) all amounts then due and payable with respect to such
Loan (including outstanding interest on all Advances accrued with respect to
such Loan) have been paid, (b) the Trust Fund has been reimbursed with respect
to any Advances made with respect to such Loan, together with interest thereon
if such interest was paid to the Master Servicer or the Trustee, as applicable,
from a source of funds other than Penalty Charges collected on such Loan, and
(c) the Trust Fund has been reimbursed for any Additional Trust Fund Expenses
incurred since the Closing Date with respect to such Loan and previously paid
from a source other than Penalty Charges on such Loan, (iii) charges for
beneficiary statements or demands and amounts collected for checks returned for
insufficient funds, (iv) all commercially reasonable fees actually collected on
or with respect to Loan modifications for which the Master Servicer is
responsible pursuant to Section 3.20 (but only to the extent that all amounts
then due and payable after giving effect to any modification with respect to the
related Loan have been paid), (v) reasonable and customary consent fees and fees
in connection with defeasance, if any, and (vi) other customary charges, in each
case only to the extent actually paid by the related Borrower, shall be retained
by the Master Servicer and shall not be required to be deposited in the
Collection Account maintained by the Master Servicer pursuant to Section
3.04(a). Notwithstanding anything to the contrary in clause (ii) of the first
sentence of this paragraph or in the last paragraph of Section 3.11(b), (x) the
Master Servicer shall be entitled to that portion, if any, of a Penalty Charge
collected on a Specially Serviced Loan that accrued prior to the related
Servicing Transfer Event and (y) if the Special Servicer has partially waived
any Penalty Charge part of which accrued prior to the related Servicing Transfer
Event, any collections in respect of such Penalty Charge shall be shared pro
rata by the Master Servicer and the Special Servicer based on the respective
portions of such Penalty Charge to which they would otherwise have been
entitled.

            The Master Servicer also shall be entitled to additional servicing
compensation in the form of: (i) interest or other income earned on deposits
relating to the Trust Fund in the Collection Account, maintained by the Master
Servicer in accordance with Section 3.06(b) (but only to the extent of the Net
Investment Earnings, if any, with respect to each such account for each period
from any Distribution Date to the immediately succeeding P&I Advance Date); (ii)
interest earned on deposits in any Cash Collateral Account, any Lockbox Account
and the Servicing Accounts maintained by the Master Servicer that is not
required by applicable law or the related Loan to be paid to the Borrower; and
(iii) collections representing Prepayment Interest Excess for any Distribution
Date (except to the extent necessary to offset Prepayment Interest Shortfalls
for such Distribution Date).

            Midland (and its successors and assigns) shall also be entitled to
receive all Primary Servicing Fees on any Loan and REO Loan (including any
Specially Serviced Loan, Additional Collateral Loan and Defeasance Loan) which
is not serviced by a Primary Servicer, computed on the basis of the related
Stated Principal Balance and for the same period and in the same manner
respecting which any related interest payment due (or deemed to be due) on the
related Loan is computed. The right of Midland (and its successors and assigns)
to receive such Primary Servicing Fees in accordance with the provisions hereof
shall not be terminated under any circumstance, including transfer of the
servicing or subservicing of the Loans to another entity or the termination of
the Master Servicer, except to the extent that any portion of such Primary
Servicing Fee is needed (as determined by the Trustee in its discretion) to
compensate any replacement primary servicer for assuming the duties of Midland
as Primary Servicer under this Agreement. Midland (and its successors and
assigns) shall be permitted to assign such Primary Servicing Fees to any party
without restriction, subject to the exception in the immediately preceding
sentence. Notwithstanding the foregoing, each Primary Servicer shall be entitled
to all Primary Servicing Fees on all Loans serviced under the applicable Primary
Servicing Agreement, whether or not any of such Loans shall become Specially
Serviced Loans.

            Except as specifically provided herein, the Master Servicer shall be
required to pay out of its own funds all expenses incurred by it in connection
with its servicing activities hereunder (including, without limitation, payment
of any amounts due for premiums for any blanket Insurance Policy insuring
against hazard losses pursuant to Section 3.07), if and to the extent such
expenses are not payable directly out of the Collection Account, and the Master
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.

            In the event that Midland is terminated or resigns as Master
Servicer, it (and its successors and assigns) will be entitled to retain the
Excess Servicing Strip and the Assignable Primary Servicing Fee, except to the
extent that any portion of such Excess Servicing Strip or the Assignable Primary
Servicing Fee is needed (as determined by the Trustee in its discretion) to
compensate any replacement Master Servicer for assuming the duties of Midland
under this Agreement.

            (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Loan and REO Loan. As to each such Specially Serviced
Loan and REO Loan, the Special Servicing Fee shall accrue at the Special
Servicing Fee Rate (in accordance with the same terms of the related Note as are
applicable to the accrual of interest at the Mortgage Rate) and shall be
computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan and for the same period respecting which any related interest payment due
on such Specially Serviced Loan or deemed to be due on such REO Loan is
computed. The Special Servicing Fee with respect to any Specially Serviced Loan
or REO Loan shall cease to accrue if a Liquidation Event occurs in respect
thereof. The Special Servicing Fee shall be payable monthly, on a loan-by-loan
basis, to the extent permitted by Section 3.05(a). The right to receive the
Special Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Special Servicer's responsibilities
and obligations under this Agreement.

            Additional servicing compensation in the form of (i) all assumption
fees on all Specially Serviced Loans, (ii) one-half of all assumption fees on
any Loans other than Specially Serviced Loans and (iii) all commercially
reasonable extension fees and all fees received on or with respect to Loan
modifications for which the Special Servicer is responsible pursuant to Section
3.20(a), but only to the extent actually collected from the related Borrower and
only to the extent that all amounts then due and payable after giving effect to
any modification with respect to the related Loan (including those payable to
the Master Servicer pursuant to Section 3.11(a)) have been paid, shall be
promptly paid to the Special Servicer by the Master Servicer and shall not be
required to be deposited in the Collection Account pursuant to Section 3.04(a).

            The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Workout Fee with respect to each Corrected Loan at
the Workout Fee Rate. The "Workout Fee Rate" means 1.0% applied to each
collection of interest and principal (including scheduled payments, prepayments,
Balloon Payments, payments at maturity and payments received with respect to a
partial condemnation of a Mortgaged Property securing a Specially Serviced Loan)
received on such Loan for so long as it remains a Corrected Loan. The Workout
Fee with respect to any Corrected Loan will cease to be payable if such Loan
again becomes a Specially Serviced Loan; provided that a new Workout Fee will
become payable if and when such Loan again becomes a Corrected Loan. If the
Special Servicer is terminated (other than for cause or by resignation), it
shall retain the right to receive any and all Workout Fees payable with respect
to Loans that became Corrected Loans during the period that it acted as Special
Servicer and were Corrected Loans at the time of such termination (and the
successor Special Servicer shall not be entitled to any portion of such Workout
Fees), in each case until the Workout Fee for any such loan ceases to be payable
in accordance with the terms hereof.

            A Liquidation Fee will be payable to the Special Servicer with
respect to each Specially Serviced Loan or REO Loan as to which the Special
Servicer receives any Liquidation Proceeds subject to the exceptions set forth
in the definition of Liquidation Fee. As to each Specially Serviced Loan or REO
Loan, the Liquidation Fee will be payable out of, and will be calculated by
application of a "Liquidation Fee Rate" of 1.0% of net liquidation proceeds
received with respect to such Specially Serviced Loan or REO Loan.

            Notwithstanding anything to the contrary described above, no
Liquidation Fee will be payable under the circumstances provided in the proviso
to the definition of Liquidation Fee. If, however, Liquidation Proceeds are
received with respect to any Corrected Loan and the Special Servicer is properly
entitled to a Workout Fee, such Workout Fee will be payable based on and out of
the portion of such Liquidation Proceeds that constitute principal and/or
interest on such Loan.

            The Special Servicer will also be entitled to additional fees in the
form of Penalty Charges on each Specially Serviced Loan (but only to the extent
actually collected from the related Borrower and to the extent that all amounts
then due and payable with respect to such Specially Serviced Loan (including
outstanding interest on all Advances accrued with respect to such Specially
Serviced Loan) have been paid to the Special Servicer). The Special Servicer
shall be required to pay out of its own funds all expenses incurred by it in
connection with its servicing activities hereunder (including, without
limitation, payment of any amounts, other than management fees in respect of REO
Properties, due and owing to any of its Sub-Servicers and the premiums for any
blanket Insurance Policy obtained by it insuring against hazard losses pursuant
to Section 3.07), if and to the extent such expenses are not payable directly
out of the Collection Account or the REO Account, and the Special Servicer shall
not be entitled to reimbursement therefor except as expressly provided in this
Agreement.

            Section 3.12 Reports to the Trustee; Collection Account Statements.

            (a) The Master Servicer shall deliver to the Trustee and the Special
Servicer, no later than 1:00 p.m. New York City time on the second Business Day
prior to each Distribution Date beginning in April 2002, the CMSA Loan Periodic
Update File with respect to the related Distribution Date (which shall include,
without limitation, the Available Distribution Amount for its respective Loans)
including the anticipated P&I Advances and Servicing Advances for the related
Distribution Date and any accrued but unpaid interest on Advances. As to each
Loan, the Master Servicer shall provide to the Special Servicer, by the close of
business on each Distribution Date and in a mutually agreeable electronic
format, the amount of each outstanding Advance and the interest accrued thereon
as of such Distribution Date. The Master Servicer's responsibilities under this
Section 3.12(a) with respect to Specially Serviced Loans and REO Loans shall be
subject to the satisfaction of the Special Servicer's obligations under Section
3.21.

            (b) For so long as the Master Servicer makes deposits into and
withdrawals from the Collection Account maintained by it, not later than 30 days
after each Distribution Date, the Master Servicer shall forward to the Trustee a
statement setting forth the status of its Collection Account as of the close of
business on the last Business Day of the related Due Period showing the
aggregate amount of deposits into and withdrawals from such Collection Account
of each category of deposit specified in Section 3.04 and each category of
withdrawal specified in Section 3.05 for the related Due Period.

            (c) No later than 1:00 p.m. New York City time on each Master
Servicer Remittance Date beginning in June 2002, the Master Servicer shall
deliver or cause to be delivered to the Trustee the following reports (and, if
applicable, the related REO Properties, providing the required information as of
the related Determination Date): (i) a CMSA Comparative Financial Status Report,
(ii) a CMSA Delinquent Loan Status Report; (iii) a CMSA Historical Loan
Modification Report; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO
Status Report; and (vi) a CMSA Financial File. Such reports shall be in CMSA
format (as in effect from time to time) and shall be in an electronic format
reasonably acceptable to both the Trustee and the Master Servicer. The Master
Servicer and Special Servicer shall also deliver or cause to be delivered on the
Master Servicer Remittance Date, the CMSA Property File.

            On the next Business Day succeeding the date received by the Master
Servicer from the Depositor, the Master Servicer shall deliver to the Trustee
the CMSA Loan Setup File.

            The information that pertains to Specially Serviced 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 by 4:00 p.m. New York City time on the fourth Business Day
prior to the Master Servicer Remittance Date in CMSA format (as in effect from
time to time) or shall be provided by means of such reports so delivered by the
Special Servicer to the Master Servicer in the form so required. The Master
Servicer's responsibilities under this Section 3.12(c) with respect to REO Loans
and Specially Serviced Loans shall be subject to the satisfaction of the Special
Servicer's obligations under Section 3.12(f). In the absence of manifest error,
the Master Servicer shall be entitled to conclusively rely upon, without
investigation or inquiry, the information and reports delivered to it by the
Special Servicer, and the Trustee shall be entitled to conclusively rely upon
the Master Servicer's reports and the Special Servicer's reports without any
duty or obligation to recompute, verify or recalculate any of the amounts and
other information stated therein.

            (d) The Master Servicer shall deliver or cause to be delivered to
the Trustee the following materials, in each case to the extent that such
materials or the information on which they are based are required to be
delivered pursuant to the Loan Documents and have been received by the Master
Servicer:

            (i) At least annually by May 31, commencing May 31, 2002, with
      respect to each Loan and REO Loan (to the extent prepared by and timely
      received from the Special Servicer in the case of any Specially Serviced
      Loan or REO Loan), a CMSA Operating Statement Analysis Report and CMSA NOI
      Adjustment Worksheet for the related Mortgaged Property or REO Property as
      of the end of the preceding fiscal year, together with copies of the
      operating statements and rent rolls (but only to the extent the related
      Borrower delivers such information to the Master Servicer and, with
      respect to operating statements and rent rolls for Specially Serviced
      Loans and REO Properties, to the extent timely delivered by the Special
      Servicer to the Master Servicer), for the related Mortgaged Property or
      REO Property as of the end of the preceding fiscal year.

            The Master Servicer shall use its reasonable efforts (but shall not
      be required to institute litigation) to obtain quarterly and annual
      operating statements, rent rolls with respect to each of such Loans, other
      than Specially Serviced Loans or REO Loans, which efforts shall include
      sending a letter to the related Borrower each quarter (followed up with
      telephone calls) requesting such quarterly and annual operating
      statements, rent rolls and maintenance schedules by no later than 60 days
      after such quarter, to the extent such action is consistent with
      applicable law, the terms of such Loans and the Servicing Standard. The
      Master Servicer shall deliver copies of all of the foregoing items so
      collected to the Special Servicer, the Directing Certificateholder and any
      Requesting Certificateholder (at the expense of such requesting Holder),
      and upon request, the Trustee and the Depositor, (x) in the case of
      quarterly operating statements and rent rolls, within the later of (A) 60
      days after such quarter and (B) 45 days following receipt of such
      operating statements and rent rolls, and (y) in the case of annual
      operating statements and rent rolls, not later than the later of (A) May
      31 of each calendar year and (B) 45 days following receipt of such
      operating statements and rent rolls

            (ii) The Master Servicer shall maintain a CMSA Operating Statement
      Analysis Report for each Mortgaged Property securing each Loan (other than
      any such Mortgaged Property which is REO Property or constitutes security
      for a Specially Serviced Loan) that shall be updated by the Master
      Servicer and delivered to the Trustee within 30 days after receipt by the
      Master Servicer of updated operating statements for such Mortgaged
      Property beginning in June 2002, provided that the Master Servicer shall
      not be required to update the CMSA Operating Statement Analysis Reports
      more often than quarterly or such other longer period as operating
      statements are required to be delivered to the lender by the Borrower
      pursuant to the Loan Documents.

            The Special Servicer will be required pursuant to Section 3.12(g) to
deliver to the Master Servicer the information required pursuant to this Section
3.12(d) with respect to Specially Serviced Loans and REO Loans on or before
April 30 of each year, commencing on April 30, 2002, and within ten days after
its receipt of any operating statement for any related Mortgaged Property or REO
Property.

            (e) No later than 1:00 p.m. New York City time on each Master
Servicer Remittance Date, the Master Servicer shall prepare and deliver to the
Trustee, the Rating Agencies and the Special Servicer, a CMSA Servicer Watch
List.

            The Special Servicer shall report to the Master Servicer any events
affecting, or which may affect, the most recent CMSA Servicer Watch List
promptly upon the Special Servicer having knowledge of such event. In addition,
in connection with their servicing of the Loans, the Master Servicer and the
Special Servicer shall provide to each other and to the Trustee written notice
of any event that comes to their knowledge with respect to a Loan or REO
Property that the Master Servicer or the Special Servicer, respectively,
determines, in accordance with Servicing Standard, would have a material adverse
effect on such Loan or REO Property, which notice shall include an explanation
as to the reason for such material adverse effect.

            (f) The Special Servicer shall deliver or cause to be delivered to
the Master Servicer and, upon the request of the Trustee, the Depositor or any
Rating Agency, to any such requesting party, the following materials, in each
case to the extent that such materials or the information on which they are
based are required to be delivered by the Borrower pursuant to the Loan
Documents and have been received by the Special Servicer:

            (i) Annually, on or before April 30 of each year, commencing in
      April 30, 2002, with respect to each Specially Serviced Loan and REO Loan,
      a CMSA Operating Statement Analysis Report and CMSA NOI Adjustment
      Worksheet, both in written form and in electronic format reasonably
      acceptable to the Master Servicer, the Special Servicer and the Trustee
      for the related Mortgaged Property or REO Property as of the end of the
      preceding calendar year (but only to the extent the Special Servicer has
      received such information from the Master Servicer at the time of the
      servicing transfer pursuant to Section 3.21 necessary to prepare the
      related CMSA Operating Statement Analysis Report and CMSA NOI Adjustment
      Worksheet on a prospective basis), together with copies of the operating
      statements and rent rolls for the related Mortgaged Property or REO
      Property as of the end of the preceding calendar year.

            The Special Servicer shall use its reasonable efforts (but shall not
      be required to institute litigation) to obtain quarterly and annual
      operating statements and rent rolls with respect to each Mortgaged
      Property constituting security for a Specially Serviced Loan and each REO
      Property, which efforts shall include sending a letter to the related
      Borrower or other appropriate party each quarter (followed up with
      telephone calls) requesting such annual operating statements and rent
      rolls by no later than 60 days after such quarter. The Special Servicer
      shall deliver copies of all of the foregoing items so collected to the
      Master Servicer, the Directing Certificateholder and any Requesting
      Certificateholder (at the expense of such requesting Holder), and upon
      request, the Trustee and the Depositor, (x) in the case of quarterly
      operating statements and rent rolls, within the later of (A) 60 days after
      such quarter and (B) 45 days following receipt of such operating
      statements and rent rolls, and (y) in the case of annual operating
      statements and rent rolls, not later than the later of (A) April 30 of
      each calendar year and (B) 45 days following receipt of such operating
      statements and rent rolls.

            (ii) The Special Servicer shall maintain a CMSA Operating Statement
      Analysis Report, both in written form and in electronic format reasonably
      acceptable to the Master Servicer, the Special Servicer and the Trustee,
      for each Mortgaged Property which constitutes security for a Specially
      Serviced Loan or is a REO Property that shall be updated by the Special
      Servicer and delivered to the Master Servicer within 10 days after receipt
      by the Special Servicer of updated operating statements for each such
      Mortgaged Property, provided, that the Special Servicer shall not be
      required to update the CMSA Operating Statement Analysis Reports more
      often than quarterly.

            (g) The Master Servicer and the Special Servicer hereby agree to
deliver to each Rating Agency any information such Rating Agency may reasonably
request. The Trustee shall be entitled to rely conclusively on and shall not be
responsible for the content or accuracy of any information provided to it by the
Master Servicer or the Special Servicer pursuant to this Agreement.

            (h) If the Master Servicer or the Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement, the Master Servicer or the Special Servicer, as the case may be, may
satisfy such obligation by (x) physically delivering a paper copy of such
statement, report or information, (y) delivering such statement, report or
information in a commonly used electronic format or (z) making such statement,
report or information available on the Master Servicer's internet website,
unless this Agreement expressly specifies a particular method of delivery.

            Section 3.13 Annual Statement as to Compliance.

            The Master Servicer and the Special Servicer shall each deliver to
the Trustee and to the Rating Agencies, the Depositor, the Directing
Certificateholder and any Requesting Subordinate Certificateholder (at the
expense of such requesting Holder) on or before April 15 of each year, beginning
April 15, 2002, an officer's certificate of the Master Servicer or Special
Servicer stating that, among other things, to the best of such officer's
knowledge, the Master Servicer or Special Servicer has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects throughout
the preceding year (or such shorter period) or, if there has been a material
default, specifying each material default known to such officer, the nature and
status of such default and the action proposed to be taken with respect thereto,
and whether it has received any notice regarding qualification, or challenging
the status, of any Trust REMIC as a REMIC from the IRS or any other governmental
agency or body. The Trustee shall deliver such Officer's Certificate, upon
request, to any Certificateholder. If the same entity acts as Master Servicer
and Special Servicer, the foregoing may be delivered as a single certificate.

            Section 3.14 Reports by Independent Public Accountants.

            On or before April 15 of each year, beginning with April 15, 2002,
the Master Servicer and the Special Servicer (the "reporting person"), each at
the reporting person's expense, shall cause a firm of nationally recognized
Independent public accountants (who may also render other services to the
reporting person) which is a member of the American Institute of Certified
Public Accountants ("AICPA") to furnish a statement (an "Accountant's
Statement") to the Trustee, the Depositor and the Rating Agencies, the Directing
Certificateholder and any Requesting Subordinate Certificateholder (at the
expense of such requesting Holder) to the effect that such firm has examined
certain documents and records relating to the servicing of similar mortgage
loans under similar agreements and that, on the basis of such examination
conducted substantially in compliance with generally accepted auditing standards
and the Uniform Single Attestation Program for Mortgage Bankers or the Audit
Program for Mortgages serviced for FHLMC, such servicing has been conducted in
compliance with similar agreements except for such significant exceptions or
errors in records that, in the opinion of such firm, generally accepted auditing
standards and the Uniform Single Attestation Program for Mortgage Bankers or the
Audit Program for Mortgages serviced for FHLMC require it to report, in which
case such exceptions and errors shall be so reported.

            Each reporting person shall obtain from the related accountants, or
shall prepare, an electronic version of each Accountant's Statement and provide
such electronic version to the Trustee for filing in accordance with the
procedures set forth in Section 3.27 hereof. In rendering such statement, such
firm may rely, as to matters relating to direct servicing of mortgage loans by
Sub-Servicers, upon comparable statements for examinations conducted
substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers (rendered within one year of such statement) of independent
public accountants with respect to the related Sub-Servicer.

            Section 3.15 Access to Certain Information.

            Each of the Master Servicer and the Special Servicer shall provide
reasonable access during its normal business hours at each of its principal
servicing offices to any Certificateholder or Certificate Owner that is, or is
affiliated with, a federally insured financial institution, the Trustee, the
Depositor, each Rating Agency, to the Master Servicer or to the Special
Servicer, as applicable, and to the OTS, the FDIC, the Federal Reserve Board and
the supervisory agents and examiners of such boards and such corporations, and
any other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to any documentation
regarding the Loans and the Trust Fund within its control which may be required
by this Agreement or by applicable law.

            Such access shall be afforded without charge (except that the Master
Servicer and the Special Servicer may charge a reasonable fee for copies and
out-of-pocket costs to parties other than the Rating Agencies) but only upon
reasonable prior written request and during normal business hours at the offices
of the Master Servicer or the Special Servicer, as the case may be, designated
by it. Nothing in this Section 3.15 shall detract from the obligation of the
Master Servicer and the Special Servicer to observe any applicable law or
agreement prohibiting disclosure of information with respect to the Borrowers,
and the failure of the Master Servicer or the Special Servicer to provide access
as provided in this Section 3.15 as a result of such obligation shall not
constitute a breach of this Section 3.15. Nothing herein shall be deemed to
require the Master Servicer or Special Servicer to confirm, represent or warrant
the accuracy of any other Persons' information or report, included in any
communication from the Master Servicer, the Special Servicer or Borrower.
Notwithstanding the above, the Master Servicer and Special Servicer shall not
have any liability to the Depositor, the Trustee, any Certificateholder, any
Certificate Owner, the Initial Purchaser, either Underwriter, any Rating Agency
or any Person to whom it delivers information pursuant to and in accordance with
this Section 3.15 or any other provision of this Agreement for federal, state or
other applicable securities law violations relating to the disclosure of such
information. The Master Servicer and the Special Servicer may each deny any of
the foregoing persons access to confidential information or any intellectual
property which the Master Servicer or the Special Servicer is restricted by
license or contract from disclosing. Notwithstanding the foregoing, the Master
Servicer and the Special Servicer shall maintain separate from such confidential
information and intellectual property, all documentation regarding the Loans
that is not confidential.

            Section 3.16 Title to REO Property; REO Account.

            (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee (or its nominee) on behalf of
the Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall
sell any REO Property in accordance with Section 3.18(d) and, in any event,
prior to the close of the third calendar year beginning after the year in which
the Trust Fund acquires ownership of such REO Property for purposes of Section
860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an
extension of time (an "REO Extension") by the Internal Revenue Service to sell
such REO Property (a copy of which shall be delivered to the Trustee) or (ii)
obtains for the Trustee and the Master Servicer an Opinion of Counsel (the cost
of which shall be paid as a Servicing Advance), addressed to the Trustee and the
Master Servicer, to the effect that the holding by the Trust Fund of such REO
Property after such period will not result in the imposition of taxes on
"prohibited transactions" of the Trust Fund or any Trust REMIC as defined in
Section 860F of the Code or cause any Trust REMIC to fail to qualify as a REMIC
for federal or applicable state tax purposes at any time that any REMIC Regular
Interests or Certificates are outstanding. If the Special Servicer is granted
the REO Extension or obtains the Opinion of Counsel contemplated by clause (ii)
above, the Special Servicer shall sell such REO Property within such period as
is permitted by such REO Extension or such Opinion of Counsel. Any expense
incurred by the Special Servicer in connection with its being granted the REO
Extension or its obtaining the Opinion of Counsel contemplated by clause (ii)
above shall be an expense of the Trust Fund payable out of the Collection
Account pursuant to Section 3.05(a).

            (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more REO Accounts, held on
behalf of the Trustee in trust for the benefit of the Certificateholders, for
the retention of revenues and other proceeds derived from each REO Property. The
REO Account shall be an Eligible Account. The Special Servicer shall deposit, or
cause to be deposited, in the REO Account, within one Business Day after
receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation
Proceeds received in respect of an REO Property. Funds in the REO Account may be
invested only in Permitted Investments in accordance with Section 3.06. The
Special Servicer shall give notice to the Trustee and the Master Servicer of the
location of the REO Account when first established and of the new location of
the REO Account prior to any change thereof.

            (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On each Determination Date, the
Special Servicer shall withdraw from the REO Account and deposit into the
Collection Account the aggregate of all amounts received in respect of each REO
Property during the most recently ended Due Period, net of any withdrawals made
out of such amounts pursuant to the preceding sentence; provided, however, that
the Special Servicer may retain in such REO Account, in accordance with the
Servicing Standard, such portion of such balance as may be necessary to maintain
a reasonable reserve for repairs, replacements, leasing, management and tenant
improvements and other related expenses for the related REO Property. In
addition, on each Determination Date, the Special Servicer shall provide the
Master Servicer with a written accounting of amounts deposited in the Collection
Account on such date.

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

            Section 3.17 Management of REO Property.

            (a) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect, operate and lease such REO Property for the
benefit of the Certificateholders solely for the purpose of its timely
disposition and sale in a manner that does not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or result in the receipt by the Trust Fund of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code.
Subject to the foregoing, however, the Special Servicer shall have full power
and authority to do any and all things in connection therewith as are in the
best interests of and for the benefit of the Certificateholders (as determined
by the Special Servicer in its good faith and reasonable judgment) and,
consistent therewith, shall withdraw from the REO Account, to the extent of
amounts on deposit therein with respect to such REO Property, funds necessary
for the proper operation, management, leasing and maintenance of such REO
Property, including, without limitation:

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

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

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

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

            To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, subject to Section
3.03(c), the Master Servicer shall advance from its own funds, as a Servicing
Advance, such amount as is necessary for such purposes unless (as evidenced by
an Officer's Certificate delivered to the Trustee and the Depositor) if such
advances would, if made, constitute Nonrecoverable Servicing Advances.

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

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

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

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

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

            unless, in any such case, the Special Servicer has obtained an
Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a
Servicing Advance) to the effect that such action will not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in
which case the Special Servicer may take such actions as are specified in such
Opinion of Counsel. Except as limited above in this Section 3.17 and by Section
3.17(c), the Special Servicer shall be permitted to cause the Trust Fund to earn
"net income from foreclosure property," subject to the Servicing Standard.

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

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

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

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

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

            (v) the Special Servicer shall be obligated with respect thereto to
      the same extent as if it alone were performing all duties and obligations
      in connection with the operation and management of such REO Property.

            The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

            Section 3.18 Sale of Defaulted Loans and REO Properties.

            (a) Each of the Master Servicer, the Special Servicer or the Trustee
may sell or purchase, or permit the sale or purchase of, a Defaulted Loan or REO
Property only on the terms and subject to the conditions set forth in this
Section 3.18 or as otherwise expressly provided in or contemplated by Section
2.03(b) and Section 9.01.

            (b) If any Loan becomes a Defaulted Loan, then the Special Servicer
shall promptly so notify in writing the Trustee, the Master Servicer and the
Directing Certificateholder. The Directing Certificateholder may, at its option,
purchase any Defaulted Loan out of the Trust Fund at a cash price equal to the
applicable Purchase Price. The Directing Certificateholder may, after receipt of
the notice described in the first sentence of this Section 3.18(b), assign its
option under the preceding sentence to any party, provided that the Directing
Certificateholder, in connection therewith, shall deliver to the Trustee and the
Special Servicer a copy of the related written assignment executed by the
Directing Certificateholder. The Purchase Price for any Defaulted Loan purchased
under this Section 3.18(b) shall be deposited into the Collection Account, and
the Trustee, upon receipt of an Officer's Certificate from the Master Servicer
to the effect that such deposit has been made, shall release or cause to be
released to the Certificateholder(s) effecting such purchase (or to its or their
designee) the related Mortgage File, and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be provided to it and are reasonably necessary to vest in such
Certificateholder(s) ownership of such Loan. In connection with any such
purchase, the Special Servicer shall deliver the related Servicing File to the
Certificateholder(s) effecting such purchase (or to its or their designee).

            If not exercised sooner, such purchase option with respect to any
Defaulted Loan will automatically terminate upon (i) the related Borrower's cure
of all defaults on the Defaulted Loan, (ii) the acquisition on behalf of the
Trust of title to the related Mortgaged Property by foreclosure or deed in lieu
of foreclosure or (iii) the modification, waiver or pay-off (full or discounted)
of the Defaulted Loan in connection with a workout.

            The Purchase Price for any Defaulted Loan purchased under this
Section 3.18(b) shall, (i) pending determination of the Fair Value thereof
pursuant to the succeeding sentence, be the Purchase Price calculated in
accordance with the definition of Purchase Price, and (ii) following
determination of the Fair Value pursuant to the succeeding sentence, be the Fair
Value. The Special Servicer shall promptly obtain an Appraisal (unless it has an
Appraisal that is less than 12 months old and has no actual knowledge of, or
notice of, any event which in the Special Servicer's judgment would materially
affect the validity of such Appraisal), and shall, within 60 days following the
date on which a Loan becomes a Defaulted Loan, determine the "Fair Value"
thereof in accordance with the Servicing Standard. In determining the Fair Value
of any Defaulted Loan the Special Servicer shall take into account, among other
factors, the period and amount of the delinquency on such Mortgage Loan, the
occupancy level and physical condition of the related Mortgage Property, the
state of the local economy in the area where the Mortgaged Property is located,
and the time and expense associated with a purchaser's foreclosing on the
related Mortgaged Property. In addition, the Special Servicer shall refer to all
relevant information contained in the Servicing File, including the most recent
Appraisal obtained or conducted with respect to the related Mortgage Property
and available objective third-party information obtained from generally
available sources, as well as information obtained from vendors providing real
estate services to the Special Servicer, concerning the market for distressed
real estate loans and the real estate market for the subject property type in
the area where the related Mortgaged Property is located based on the Appraisal.
The Special Servicer must give prompt written notice of its Fair Value
determination to the Trustee, the Master Servicer and the Directing
Certificateholder.

            The Special Servicer shall be required to change from time to time
thereafter, its determination of the Fair Value of a Defaulted Loan based upon
changed circumstances, new information or otherwise, in accordance with the
Servicing Standard. If the most recent Fair Value calculation was made more than
90 days prior to the exercise date of a purchase option (under this Section
3.18(b) or Section 3.18(c)), then the Special Servicer shall confirm or revise
the Fair Value determination, which Fair Value may be higher or lower. In the
event that the Special Servicer or a Directing Certificateholder or assignee
thereof that is an affiliate of the Special Servicer proposes to purchase a
Defaulted Loan, the Master Servicer shall determine whether the Special
Servicer's determination of Fair Value for a Defaulted Loan constitutes a fair
price in its reasonable judgment. The Master Servicer shall be entitled to a fee
of $1,000 in connection with each such Fair Value determination. All reasonable
costs and expenses of the Special Servicer and Master Servicer in connection
with the determination of the Fair Value of a Defaulted Loan will be
reimbursable as Servicing Advances.

            Unless and until the purchase option granted hereunder with respect
to a Defaulted Mortgage Loan is exercised, the Special Servicer will be required
to pursue such other resolution strategies available hereunder, including
workout and foreclosure, consistent with the Servicing Standard, but the Special
Servicer will not be permitted to sell the Defaulted Loan other than pursuant to
the exercise of such purchase option.

            (c) If the Directing Certificateholder or an assignee thereof has
not purchased any Defaulted Loan provided in Section 3.18(b) within 15 days of
such Holders' having received notice of the calculation of Fair Value pursuant
to Section 3.18(b), then the Trustee shall within five days of the end of such
15-day period send notice to the Special Servicer that such Loan was not
purchased by such Directing Certificateholder, and the Special Servicer may, at
its option, within 15 days after receipt of such notice, purchase (or designate
an Affiliate thereof to purchase) such Loan out of the Trust Fund at a cash
price equal to the Purchase Price. The Purchase Price for any such Loan
purchased under this Section 3.18(c) shall be deposited into the Collection
Account, and the Trustee, upon receipt of an Officer's Certificate from the
Master Servicer to the effect that such deposit has been made, shall release or
cause to be released to the Special Servicer (or the designated Affiliate
thereof), as applicable, the related Mortgage File, and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest in the
Special Servicer (or the designated Affiliate thereof), as applicable, the
ownership of such Loan.

            (d) The Special Servicer shall use reasonable efforts to solicit
bids for each REO Property in such manner as will be reasonably likely to
realize a fair price within the time period provided for by Section 3.16(a).
Such solicitation shall be made in a commercially reasonable manner. The Special
Servicer shall accept the highest cash bid received from any Person for such REO
Property in an amount at least equal to the Purchase Price therefor; provided,
however, that in the absence of any such bid, the Special Servicer shall accept
the highest cash bid received from any Person that is determined by the Special
Servicer to be a fair price for such REO Property. If the Special Servicer
reasonably believes that it will be unable to realize a fair price for any REO
Property within the time constraints imposed by Section 3.16(a), then the
Special Servicer shall dispose of such REO Property upon such terms and
conditions as the Special Servicer shall deem necessary and desirable to
maximize the recovery thereon under the circumstances and, in connection
therewith, shall accept the highest outstanding cash bid, regardless of from
whom received. If the Special Servicer determines with respect to any REO
Property that the offers being made with respect thereto are not in the best
interests of the Certificateholders and that the end of the period referred to
in Section 3.16(a) with respect to such REO Property is approaching, the Special
Servicer shall seek an extension of such period in the manner described in
Section 3.16(a); provided, however, that the Special Servicer shall use its best
efforts, consistent with the Servicing Standard, to sell any REO Property prior
to three years prior to the Rated Final Distribution Date.

            The Special Servicer shall give the Trustee and the Master Servicer
not less than three Business Days' prior written notice of its intention to sell
any REO Property. No Interested Person shall be obligated to submit a bid to
purchase any REO Property, and notwithstanding anything to the contrary herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may
bid for or purchase any REO Property pursuant hereto.

            (e) Whether any cash bid constitutes a fair price for any REO
Property for purposes of Section 3.18(d), shall be determined by the Special
Servicer, if the highest bidder is a Person other than the Special Servicer or
an Affiliate thereof, and by the Master Servicer, if the highest bidder is the
Special Servicer or an Affiliate thereof. In determining whether any bid
received from the Special Servicer or an Affiliate thereof represents a fair
price for any REO Property, the Special Servicer and the Master Servicer shall
obtain and may conclusively rely on the opinion of an Appraiser retained at the
expense of the Trust Fund by (i) the Master Servicer, if the highest bidder is
the Special Servicer or an Affiliate thereof or (ii) the Special Servicer, in
any other case. In determining whether any bid constitutes a fair price for any
REO Property, such Appraiser shall be instructed to take into account, as
applicable, among other factors, the period and amount of any delinquency on the
affected REO Loan, the occupancy level and physical condition of the REO
Property, the state of the local economy and the obligation to dispose of any
REO Property within the time period specified in Section 3.16(a). The Purchase
Price for any REO Property shall in all cases be deemed a fair price.

            Subject to subsections (a) through (d) above, the Special Servicer
shall act on behalf of the Trustee in negotiating and taking any other action
necessary or appropriate in connection with the sale of any REO Property, and
the collection of all amounts payable in connection therewith. Any sale of any
REO Property shall be final and without recourse to the Trustee or the Trust
Fund, except, in the case of the Trust Fund, as shall be customary in deeds of
real property, and if such sale is consummated in accordance with the terms of
this Agreement, neither the Special Servicer nor the Master Servicer shall have
any liability to any Certificateholder with respect to the purchase price
therefor accepted by the Special Servicer or the Master Servicer.

            Section 3.19 Additional Obligations of the Master Servicer and
Special Servicer; Inspections; Appraisals.

            (a) The Master Servicer (or, with respect to each Specially Serviced
Loan and REO Property and each Loan described in Section 3.19(d) below, the
Special Servicer) shall physically inspect or cause to be physically inspected
(which inspection may be conducted by an independent third party contractor), at
its own expense, each Mortgaged Property with respect to each Loan it services
at such times and in such manner as are consistent with the Servicing Standard,
but in any event shall inspect each Mortgaged Property (A) with a Stated
Principal Balance equal to or greater than $2,500,000 at least once every 12
months and (B) with a Stated Principal Balance of less than $2,500,000 at least
once every 24 months, in each case commencing in April 2002 (or at such lesser
frequency as each Rating Agency shall have confirmed in writing to the Master
Servicer, will not result a downgrade, qualification or withdrawal of the
then-current ratings assigned to any Class of the Certificates) and (C) if the
Loan becomes a Specially Serviced Loan, as soon as practicable and thereafter at
least once every 12 months for so long as such condition exists. The Master
Servicer or Special Servicer, as applicable, shall send (i) to S&P, within 20
days of completion, each inspection report and (ii) to Moody's within 20 days of
completion, each inspection report for Significant Loans, (iii) to the Directing
Certificateholder and any Requesting Subordinate Certificateholder (at the
expense of such requesting Holder) and (iv) to the Trustee upon request.

            (b) [Reserved].

            (c) With respect to each Loan that allows the Special Servicer (on
behalf of the Trust Fund) to terminate, or cause the related Borrower to
terminate, the related Manager upon the occurrence of certain events specified
in such Loan, the Special Servicer may enforce the Trustee's rights with respect
to the Manager under the related Loan and Management Agreement, provided that,
if such right accrues under the related Loan or Management Agreement only
because of the occurrence of the related Anticipated Repayment Date, if any, the
Special Servicer may in its sole discretion, in accordance with the Servicing
Standard, waive such right with respect to such date. If the Special Servicer is
entitled to terminate the Manager, the Special Servicer shall promptly give
notice to the Directing Certificateholder and each Rating Agency. In accordance
with the Servicing Standard, the Special Servicer shall cause the Borrower to
terminate the Manager, and to recommend a Successor Manager (meeting the
requirements set forth below) only if the Special Servicer determines in its
reasonable discretion that such termination is not likely to result in
successful litigation against the Trust Fund by such Manager or the related
Borrower, or create a defense to the enforcement of remedies under such Loan.

            The Special Servicer shall effect such termination only if the
Special Servicer has, in the case of any Specially Serviced Loan that is a
Significant Loan, received a written confirmation from each of the Rating
Agencies, that the appointment of such Successor Manager would not cause such
Rating Agency to withdraw, downgrade or qualify any of the then-current ratings
on the Certificates. If a Manager is otherwise terminated or resigns under the
related Loan or Management Agreement and the related Borrower does not appoint a
Successor Manager, the Special Servicer shall use its best efforts to retain a
Successor Manager (or the recommended Successor Manager, if any) on terms
substantially similar to the Management Agreement or, failing that, on terms as
favorable to the Trust Fund as can reasonably be obtained by the Special
Servicer. For the purposes of this paragraph, a "Successor Manager" shall be a
professional management corporation or business entity reasonably acceptable to
the Special Servicer which (i) manages, and is experienced in managing, other
comparable commercial and/or multifamily properties, (ii) will not result in a
downgrade, qualification or withdrawal of the then-current ratings assigned to
the Certificates by each Rating Agency, as confirmed by such Rating Agency in
writing (if required pursuant to the first sentence of this paragraph), and
(iii) otherwise satisfies any criteria set forth in the Mortgage and related
documents.

            (d) The Special Servicer shall be required to obtain any Appraisal
required in connection with an Appraisal Reduction Event or perform an internal
valuation within 60 days after the occurrence of such Appraisal Reduction Event
(provided that in no event shall the period to receive such Appraisal exceed 120
days from the occurrence of the event that, with the passage of time, would
become such Appraisal Reduction Event). Upon receipt, the Special Servicer shall
send a copy of such Appraisal or internal valuation to the Certificate Owners of
the Controlling Class and any Requesting Subordinate Certificateholder (at the
expense of such requesting Holder); provided, however, that as to each such
Appraisal or internal valuation, if beneficial ownership of the Controlling
Class resides in more than one Certificate Owner, the Special Servicer shall be
responsible only for the expense of providing the first such copy thereof and
shall be entitled to reimbursement from the Trust Fund for the expense of any
additional copies so provided. If neither a required Appraisal is received, nor
an internal valuation completed, by such date, the Appraisal Reduction Amount
for such Loan shall be conclusively established to be 25% of the Stated
Principal Balance of such Loan as of the date of the related Appraisal Reduction
Event; provided that the obligation of the Special Servicer to obtain such
Appraisal or complete such internal valuation shall continue until such
Appraisal is obtained or such internal valuation is completed. On the first
Determination Date occurring on or after the delivery of such Appraisal or the
completion of such internal valuation, and on each Determination Date
thereafter, the Special Servicer shall calculate and report to the Master
Servicer, and the Master Servicer shall report to the Trustee, the Appraisal
Reduction Amount taking into account such Appraisal or internal valuation. The
Master Servicer shall verify the accuracy of the mathematical computation of the
Appraisal Reduction Amount by the Special Servicer and that the amounts used
therein are consistent with the Master Servicer's records. Subject to this
preceding sentence, the Master Servicer may conclusively rely on any report by
the Special Servicer of an Appraisal Reduction Amount.

            (e) With respect to each Loan as to which an Appraisal Reduction
Event has occurred (unless such Loan has become a Corrected Loan and has
remained current for twelve consecutive Monthly Payments for such purposes,
taking into account any amendment or modification of such Loan) and with respect
to which no other Appraisal Reduction Event has occurred and is continuing, the
Special Servicer shall, within 30 days of each annual anniversary of such
Appraisal Reduction Event, order an Appraisal (which may be an update of a prior
Appraisal), or with respect to any Loan with an outstanding principal balance
less than $2,000,000, perform an internal valuation or obtain an Appraisal
(which may be an update of a prior Appraisal), the cost of which shall be paid
by the Master Servicer as a Servicing Advance. Upon receipt, the Special
Servicer shall send a copy of such Appraisal to the Certificate Owners of the
Controlling Class and any Requesting Subordinate Certificateholder (at the
expense of such requesting Holder); provided, however, that as to each such
Appraisal, if beneficial ownership of the Controlling Class resides in more than
one Certificate Owner, the Special Servicer shall be responsible only for the
expense of providing the first such copy thereof and shall be entitled to
reimbursement from the Trust Fund for the expense of any additional copies so
provided. Such Appraisal or internal valuation or percentage calculation of the
Appraisal Reduction described in the preceding paragraph, as the case may be,
shall be used to determine the amount of the Appraisal Reduction Amount with
respect to such Loan for each Determination Date until the next Appraisal is
required pursuant to this Section 3.19(e), and such redetermined Appraisal
Reduction Amount shall replace the prior Appraisal Reduction Amount with respect
to such Loan. Notwithstanding the foregoing, the Special Servicer will not be
required to obtain an Appraisal or perform an internal valuation, as the case
may be, with respect to a Loan which is the subject of an Appraisal Reduction
Event if the Special Servicer has obtained an Appraisal with respect to the
related Mortgaged Property within the 12-month period immediately prior to the
occurrence of such Appraisal Reduction Event, unless the Special Servicer, in
the exercise of its reasonable judgment, has reason to believe there has been a
material adverse change in the value of the related Mortgaged Property. Instead,
the Special Servicer may use such prior Appraisal in calculating any Appraisal
Reduction Amount with respect to such Loan.

            With respect to each Loan as to which an Appraisal Reduction Event
has occurred and which has become a Corrected Loan and has remained current for
twelve consecutive Monthly Payments, taking into account any amendment or
modification of such Loan, and with respect to which no other Appraisal
Reduction Event has occurred and is continuing, the Special Servicer may within
30 days after the date of such twelfth Monthly Payment, order an Appraisal
(which may be an update of a prior Appraisal), or with respect to any Loan with
an outstanding principal balance less than $2,000,000, perform an internal
valuation or obtain an Appraisal (which may be an update of a prior Appraisal),
the cost of which shall be paid by the Master Servicer as a Servicing Advance.
Based upon such Appraisal or internal valuation, the Special Servicer shall
redetermine and report to the Trustee and the Master Servicer the amount of the
Appraisal Reduction with respect to such Loan and such redetermined Appraisal
Reduction shall replace the prior Appraisal Reduction with respect to such Loan.

            Section 3.20 Modifications, Waivers, Amendments and Consents.

            (a) Subject to the provisions of this Section 3.20, the Master
Servicer and the Special Servicer may, on behalf of the Trustee, agree to any
modification, waiver or amendment of any term of any Loan without the consent of
the Trustee or any Certificateholder.

            (i) For any Loan, other than a Specially Serviced Loan, and subject
      to the rights of the Special Servicer set forth below, the Master Servicer
      shall be responsible subject to the other requirements of this Agreement
      with respect thereto, for any request by a Borrower for the consent of the
      mortgagee or a modification, waiver or amendment of any term thereof,
      provided that such consent or modification, waiver or amendment would not
      affect the amount or timing of any of the payment terms of such Loan,
      result in the release of the related Borrower from any material term
      thereunder, waive any rights thereunder with respect to any guarantor
      thereof or relate to the release or substitution of any material
      collateral for such Loan. To the extent consistent with the foregoing, the
      Master Servicer shall be responsible for the following:

                  (A) approving routine leasing activity with respect to leases
            for less than the lesser of (a) 30,000 square feet and (b) 20% of
            the related Mortgaged Property;

                  (B) approving annual budgets for the related Mortgaged
            Property, provided that no such budget (1) relates to a fiscal year
            in which an Anticipated Repayment Date occurs, (2) provides for the
            payment of operating expenses in an amount equal to more than 110%
            of the amounts budgeted therefor for the prior year or (3) provides
            for the payment of any material expenses to any affiliate of the
            Borrower (other than the payment of a management fee to any property
            manager if such management fee is no more than the management fee in
            effect on the Cut-off Date);

                  (C) waiving any provision of a Loan requiring the receipt of a
            rating confirmation if such Loan is not a Significant Loan and the
            related provision of such Loan does not relate to a "due-on-sale" or
            "due-on-encumbrance" clause or defeasance (which shall be subject to
            the terms of Section 3.08 hereof);

                  (D) subject to other restrictions herein regarding Principal
            Prepayments, waiving any provision of a Loan requiring a specified
            number of days notice prior to a Principal Prepayment;

                  (E) releases of non-material parcels of a Mortgaged Property
            (provided that any such releases are releases as to which the
            related Loan Documents expressly require the mortgagee thereunder to
            make such releases upon the satisfaction of certain conditions which
            shall be made as required by the Loan Documents); and

                  (F) grants of easements or rights of way that do not
            materially affect the use or value of a Mortgaged Property or the
            related Borrower's ability to make any payment with respect to the
            related Loan;

      provided, however, that if in the reasonable judgment of the Master
      Servicer any request by a Borrower for consent of the Mortgagee or any
      modification, waiver or amendment is not included within the scope of this
      clause (i), the Special Servicer shall be responsible for such request in
      accordance with clause (ii) below.

            (ii) The Special Servicer shall be responsible for any request by a
      Borrower for the consent of the mortgagee and any modification, waiver or
      amendment of any term of any Loan for which the Master Servicer is not
      responsible, as provided above, or if such consent, request, modification,
      waiver or amendment relates to a Loan that is on the most recent CMSA
      Servicer Watch List, has a Debt Service Coverage Ratio (based on the most
      recently received financial statements and calculated on a trailing twelve
      month basis) less than the greater of 1.1x or 20% less than the Debt
      Service Coverage Ratio as of the Cut-off Date or with respect to which an
      event of default has occurred in the preceding 12 months.

            (b) All modifications, waivers or amendments of any Loan shall be
(i) in writing and (ii) effected in accordance with the Servicing Standard.

            (c) Neither the Master Servicer nor the Special Servicer, on behalf
of the Trustee, shall agree or consent to (or consent to a Primary Servicer
performing), any modification, waiver or amendment of any term of any Loan that
is not a Specially Serviced Loan if such modification, waiver or amendment
would:

            (i) affect the amount or timing of any related payment of principal,
      interest or other amount (including Yield Maintenance Charges, but
      excluding Penalty Interest and other amounts payable as additional
      servicing compensation) payable thereunder;

            (ii) affect the obligation of the related Borrower to pay a Yield
      Maintenance Charge or permit a Principal Prepayment during any period in
      which the related Note prohibits Principal Prepayments;

            (iii) except as expressly contemplated by the related Mortgage or
      pursuant to Section 3.09(e), result in a release of the lien of the
      Mortgage on any material portion of the related Mortgaged Property without
      a corresponding Principal Prepayment in an amount not less than the fair
      market value (as determined by an appraisal by an Appraiser delivered at
      the expense of the related Borrower and upon which the Master Servicer and
      the Special Servicer, as applicable, may conclusively rely) of the
      property to be released; or

            (iv) in the judgment of the Master Servicer or Special Servicer, as
      applicable, otherwise materially impair the security for such Loan or
      reduce the likelihood of timely payment of amounts due thereon;

provided, that unless the Loan is in default or default is reasonably
foreseeable, the Special Servicer (or, if applicable, the Master Servicer) has
determined (and may rely upon an Opinion of Counsel in making such
determination) that the modification, waiver or amendment will not be a
"significant modification" of the Loan within the meaning of Treasury
Regulations Section 1.860G-2(b) and provided, further, the Master Servicer or
the Special Servicer, as applicable, may agree to any such modification, waiver
or amendment only if, in the Master Servicer's or Special Servicer's, as
applicable, reasonable judgment, a material default on such Loan has occurred or
is reasonably foreseeable, and such modification, waiver or amendment is
reasonably likely to produce a greater recovery to Certificateholders on a net
present value basis.

            (d) Notwithstanding Sections 3.20(a)(i), 3.20(c)(i) and 3.20(c)(ii),
but subject to Section 3.20(e), the Special Servicer may (i) reduce the amounts
owing under any Specially Serviced Loan by forgiving principal, accrued interest
and/or any Yield Maintenance Charge, (ii) reduce the amount of the Monthly
Payment on any Specially Serviced Loan, including by way of a reduction in the
related Mortgage Rate, (iii) forbear in the enforcement of any right granted
under any Note or Mortgage relating to a Specially Serviced Loan, (iv) waive
Excess Interest if such waiver conforms to the Servicing Standard and/or (v)
accept a Principal Prepayment during any Lockout Period; provided that the
related Borrower is in default with respect to the Specially Serviced Loan or,
in the judgment of the Special Servicer, such default is reasonably foreseeable.

            (e) Neither the Master Servicer nor the Special Servicer shall
consent to, make or permit (i) any modification with respect to any Loan that
would change the Mortgage Rate, reduce or increase the principal balance (except
for reductions resulting from actual payments of principal) or change the final
Maturity Date of such Loan unless both (A) the related Borrower is in default
with respect to the Loan or, in the judgment of the Special Servicer, such
default is reasonably foreseeable and (B) in the sole good faith judgment of the
Special Servicer and in accordance with the Servicing Standard, such
modification would increase the recovery on the Loan to Certificateholders on a
present value basis (the relevant discounting of amounts that will be
distributable to Certificateholders to be performed at the related Mortgage
Rate) or (ii) any modification, waiver or amendment of any term of any Loan that
would either (A) unless there shall exist a default with respect to the Loan (or
unless the Special Servicer determines that a default is reasonably
foreseeable), constitute a "significant modification" under Treasury Regulations
Section 1.860G-2(b) or (B) cause any Trust REMIC to fail to qualify as a REMIC
under the Code or result in the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Day under the REMIC
Provisions.

            Notwithstanding the foregoing, the Special Servicer shall not extend
the date on which any Balloon Payment is scheduled to be due unless (x) the
Special Servicer has obtained an Appraisal of the related Mortgaged Property
(or, with respect to any related Loan with an outstanding principal balance less
than $2,000,000, has performed an internal valuation) in connection with such
extension, which Appraisal or internal valuation supports the determination of
the Special Servicer contemplated by clause (i)(B) of the immediately preceding
paragraph or (y) the related Loan has not been in default at any time during the
twelve-month period preceding the Maturity Date of such Loan, in which case the
Special Servicer, on one occasion only, may extend the date on which such
Balloon Payment is due to a date not more than 60 days after such Maturity Date.

            The determination of the Special Servicer contemplated by clause
(i)(B) of the first paragraph of this Section 3.20(e) shall be evidenced by an
Officer's Certificate to such effect delivered to the Trustee and the Master
Servicer and describing in reasonable detail the basis for the Special
Servicer's determination and the considerations of the Special Servicer forming
the basis of such determination (which shall include but shall not be limited to
information, to the extent available, such as related income and expense
statements, rent rolls, occupancy status and property inspections, and shall
include an Appraisal of the related Loan or Mortgaged Property, the cost of
which Appraisal shall be advanced by the Master Servicer as a Servicing
Advance).

            (f) In no event shall the Special Servicer (i) extend the Maturity
Date of a Loan beyond a date that is three years prior to the Rated Final
Distribution Date; (ii) extend the Maturity Date of any Loan at an interest rate
less than the lower of (a) the interest rate in effect prior to such extension
or (b) the then prevailing interest rate for comparable loans, as determined by
the Special Servicer by reference to available indices for commercial mortgage
lending; (iii) if the Loan is secured by a ground lease, extend the Maturity
Date of such Loan beyond a date which is 10 years prior to the expiration of the
term of such ground lease; or (iv) defer interest due on any Loan in excess of
5% of the Stated Principal Balance of such Loan; provided that with respect to
clause (iii) above, the Special Servicer gives due consideration to the term of
such ground lease prior to any extension beyond a date 20 years prior to the
expiration of the term of such ground lease.

            (g) Neither the Master Servicer nor the Special Servicer may permit
or modify a Loan to permit a voluntary Principal Prepayment of a Loan (other
than a Specially Serviced Loan) on any day other than its Due Date, unless (i)
the Master Servicer or Special Servicer also collects interest thereon through
the Due Date following the date of such Principal Prepayment, (ii) otherwise
permitted under the related Loan Documents, (iii) such Principal Prepayment
would not result in a Prepayment Interest Shortfall or (iv) such Principal
Prepayment is accepted by the Master Servicer or the Special Servicer at the
request of or with the consent of the Directing Certificateholder, or if
accepted by the Master Servicer, with the consent of the Special Servicer.

            (h) The Master Servicer and the Special Servicer may, as a condition
to granting any request by a Borrower for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Loan and is permitted by the terms of this Agreement, require that such
Borrower pay to it (i) as additional servicing compensation, a reasonable or
customary fee for the additional services performed in connection with such
request (provided, such fee does not constitute a "significant modification" of
such Loan under Treasury Regulations Section 1.860G-2(b)), and (ii) any related
costs and expenses incurred by it. In no event shall the Special Servicer be
entitled to payment for such fees or expenses unless such payment is collected
from the related Borrower.

            (i) The Special Servicer shall notify the Master Servicer, any
related Sub-Servicers and the Trustee, in writing, of any modification, waiver
or amendment of any term of any Loan (including fees charged the Borrower) and
the date thereof, and shall deliver to the Trustee (with a copy to the Master
Servicer) for deposit in the related Mortgage File, an original counterpart of
the agreement relating to such modification, waiver or amendment, promptly (and
in any event within ten Business Days) following the execution thereof. The
Master Servicer or Special Servicer, as applicable, shall notify the Rating
Agencies of any modification, waiver or amendment of any term of any Loan.
Copies of each agreement whereby any such modification, waiver or amendment of
any term of any Loan is effected shall be made available for review upon prior
request during normal business hours at the offices of the Master Servicer or
Special Servicer, as applicable, pursuant to Section 3.15 hereof.

            (j) With respect to each Borrower that has been established as a
"bankruptcy-remote entity," the Master Servicer shall not consent to (x) the
amendment by such Borrower of its organizational documents or (y) any action
that would violate any covenant of such Borrower relating to its status as a
separate or bankruptcy-remote entity. The Master Servicer shall promptly forward
to the Special Servicer any request received by the Master Servicer from a
Borrower for any such consent. If a Borrower has been established as a
"bankruptcy-remote entity," the Special Servicer shall not consent to (x) the
amendment by such Borrower of its organizational documents or (y) any action
that would violate any covenant of such Borrower relating to its status as a
separate or bankruptcy-remote entity, unless with respect to a Borrower under
any Loan, the Special Servicer has obtained written confirmation from each of
the Rating Agencies that such amendment or action would not result in a
downgrade or withdrawal of any rating on a Class of Certificates rated by such
Rating Agency.

            Section 3.21 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping; Asset Status Report.

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Loan, the Master Servicer shall immediately give notice
thereof to the Special Servicer, the Trustee, each Rating Agency, the Directing
Certificateholder and any Requesting Subordinate Certificateholder (at the
expense of such requesting Holder)), shall deliver copies of the related
Mortgage File and Credit File to the Special Servicer and the Directing
Certificateholder and shall use its reasonable efforts to provide the Special
Servicer with all information, documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such
Loan that are in the possession of the Master Servicer or available to the
Master Servicer without undue burden or expense, and reasonably requested by the
Special Servicer to enable it to assume its functions hereunder with respect
thereto. The Master Servicer shall use its reasonable efforts to comply with the
preceding sentence within five Business Days of the occurrence of each related
Servicing Transfer Event and in any event shall continue to act as Master
Servicer and administrator of such Loan until the Special Servicer has commenced
the servicing of such Loan. The Trustee shall deliver to the Underwriters, the
Initial Purchasers and each Holder of a Certificate of the Controlling Class, a
copy of the notice of such Servicing Transfer Event provided by the Master
Servicer to the Special Servicer pursuant to this Section.

            Upon determining that a Specially Serviced Loan (other than an REO
Loan) has become a Corrected Loan (provided no additional Servicing Transfer
Event is foreseeable in the reasonable judgment of the Special Servicer) and
that no other Servicing Transfer Event is continuing with respect thereto, the
Special Servicer shall immediately give notice thereof and shall return the
related Mortgage File and Credit File to the Master Servicer and, upon giving
such notice and returning such Mortgage File and Credit File to the Master
Servicer, the Special Servicer's obligation to service such Corrected Loan shall
terminate and the obligations of the Master Servicer to service and administer
such Loan shall re-commence.

            (b) In servicing any Specially Serviced Loan, the Special Servicer
will provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (with a
copy of each such original to the Master Servicer), and provide the Master
Servicer with copies of any additional related Loan information including
correspondence with the related Borrower.

            (c) No later than the fourth Business Day prior to each
Determination Date, by 4:00 p.m. New York City time, the Special Servicer shall
deliver to the Master Servicer a statement, both written and in computer
readable format reasonably acceptable to the Master Servicer and the Special
Servicer (upon which the Master Servicer may conclusively rely) describing, on a
loan-by-loan and property-by-property basis, (1) the information described in
clause (vii) of Section 4.02(a) with respect to each Specially Serviced Loan and
the information described in clause (viii) of Section 4.02(a) with respect to
each REO Property, (2) the amount of all payments, Insurance and Condemnation
Proceeds and Liquidation Proceeds received with respect to each Specially
Serviced Loan during the related Due Period, and the amount of all REO Revenues,
Insurance and Condemnation Proceeds and Liquidation Proceeds received with
respect to each REO Property during the related Due Period, (3) the amount,
purpose and date of all Servicing Advances made by the Master Servicer with
respect to each Specially Serviced Loan and REO Property during the related Due
Period, (4) the information described in clauses (v), (vii), (viii), (xi), (xvi)
and (xvii) of Section 4.02(a) and (5) such additional information or data
relating to the Specially Serviced Loan and REO Properties as the Master
Servicer reasonably requests to enable it to perform its responsibilities under
this Agreement which is in the Special Servicer's possession or is reasonably
obtainable by the Special Servicer.

            (d) Notwithstanding the provisions of the preceding clause (c), the
Master Servicer shall maintain ongoing payment records with respect to each of
the Specially Serviced Loans and REO Properties and shall provide the Special
Servicer with any information in its possession required by the Special Servicer
to perform its duties under this Agreement.

            (e) No later than 30 days after a Servicing Transfer Event for a
Loan, the Special Servicer shall deliver to each Rating Agency, the Master
Servicer and the Directing Certificateholder a report (the "Asset Status
Report") with respect to such Loan and the related Mortgaged Property. Such
Asset Status Report shall set forth the following information to the extent
reasonably determinable:

      (i) summary of the status of such Specially Serviced Loan;

      (ii) a discussion of the legal and environmental considerations reasonably
known to the Special Servicer, consistent with the Servicing Standard, that are
applicable to the exercise of remedies as aforesaid and to the enforcement of
any related guaranties or other collateral for the related Loan and whether
outside legal counsel has been retained;

      (iii) the most current rent roll and income or operating statement
available for the related Mortgaged Property;

      (iv) the Appraised Value of the Mortgaged Property together with the
assumptions used in the calculation thereof;

      (v) summary of the Special Servicer's recommended action with respect to
such Specially Serviced Loan; and

      (vi) such other information as the Special Servicer deems relevant in
light of the Servicing Standard.

            If within ten Business Days of receiving an Asset Status Report, the
Directing Certificateholder does not disapprove such Asset Status Report in
writing, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law or the terms of the
applicable Loan Documents. If the Directing Certificateholder disapproves such
Asset Status Report, the Special Servicer shall revise such Asset Status Report
and deliver to the Directing Certificateholder, the Rating Agencies and the
Master Servicer a new Asset Status Report as soon as practicable, but in no
event later than 30 days after such disapproval.

            The Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(e) until the earlier of (a) the failure of
the Directing Certificateholder to disapprove such revised Asset Status Report
in writing within 10 Business Days of receiving such revised Asset Status
Report; (b) a determination by the Special Servicer as set forth below or (c)
the passage of 60 days from the date of preparation of the first Asset Status
Report. The Special Servicer shall deliver such finalized Asset Status Report to
the Directing Certificateholder, the Rating Agencies, the Master Servicer and
any Requesting Subordinate Certificateholder (at the expense of such requesting
Holder). The Special Servicer may, from time to time, modify any Asset Status
Report it has previously delivered and implement such report, provided such
report shall have been prepared, reviewed and not rejected pursuant to the terms
of this Section. Notwithstanding the foregoing, the Special Servicer (i) may,
following the occurrence of an extraordinary event with respect to the related
Mortgaged Property, take any action set forth in such Asset Status Report before
the expiration of a ten (10) Business Day period if the Special Servicer has
reasonably determined that failure to take such action would materially and
adversely affect the interests of the Certificateholders and it has made a
reasonable effort to contact the Directing Certificateholder and (ii) in any
case, shall determine whether any affirmative disapproval by the Directing
Certificateholder described in this paragraph is not in the best interest of all
the Certificateholders pursuant to the Servicing Standard.

            The Special Servicer shall have the authority to meet with the
Borrower for any Specially Serviced Loan and take such actions consistent with
the Servicing Standard and the related Asset Status Report. The Special Servicer
shall not take any action inconsistent with the related Asset Status Report,
unless such action would be required in order to act in accordance with the
Servicing Standard.

            No direction of the Directing Certificateholder shall (a) require or
cause the Special Servicer to violate the terms of a Specially Serviced Loan,
applicable law or any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the Servicing Standard and to
maintain the REMIC status of each Trust REMIC, or (b) result in the imposition
of a "prohibited transaction" or "prohibited contribution" tax under the REMIC
Provisions, or (c) expose the Master Servicer, the Special Servicer, the
Depositor, either of the Mortgage Loan Sellers, the Trust Fund, the Trustee or
their Affiliates, officers, directors, employees or agents to any claim, suit or
liability, or (d) materially expand the scope of the Special Servicer's or the
Master Servicer's responsibilities under this Agreement; and the Special
Servicer will neither follow any such direction if given by the Directing
Certificateholder nor initiate any such actions.

            (f) Upon receiving notice of (i) the filing of a case under any
federal or state bankruptcy, insolvency or similar law or the commencing of any
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings with respect to a Loan or the related Borrower, (ii) the
existence of a material non-payment default or (iii) the request by a Borrower
for the amendment or modification of a Loan required to be handled by the
Special Servicer, the Master Servicer shall promptly give notice thereof, and
shall deliver copies of the related Mortgage File and Credit File to the Special
Servicer and shall use its reasonable efforts to provide the Special Servicer
with all information relating to the Loan and reasonably requested by the
Special Servicer to enable it to negotiate with the related Borrower and prepare
for any such proceedings. The Master Servicer shall use its reasonable efforts
to comply with the preceding sentence within 5 Business Days of the occurrence
of each such event, and upon receiving such documents and information, the
Special Servicer shall use its reasonable efforts to cause the related Borrower
to cure any default and/or remedy any such event, work out or modify the Loan
consistent with the terms of this Agreement, and/or prepare for such
proceedings. Notwithstanding the foregoing, the occurrence of any of the
above-referenced events shall not in and of itself be considered a Servicing
Transfer Event.

            Section 3.22 Sub-Servicing Agreements.

            (a) The Master Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of its respective obligations under this Agreement; provided that the
Sub-Servicing Agreement: (i) is consistent with this Agreement in all material
respects and requires the Sub-Servicer to comply with all of the applicable
conditions of this Agreement; (ii) provides that if the Master Servicer or the
Special Servicer, as the case may be, shall for any reason no longer act in such
capacity hereunder (including by reason of an Event of Default), the Trustee or
its designee or any other successor to the Master Servicer or the Special
Servicer, as the case may be, may thereupon assume all of the rights and, except
to the extent they arose prior to the date of assumption, obligations of the
Master Servicer or the Special Servicer, as the case may be, under such
agreement or, alternatively, may terminate such Sub-Servicing Agreement without
cause and without payment of any penalty or termination fee (provided, however,
that a Primary Servicing Agreement may not be terminated except for cause
pursuant to such Primary Servicing Agreement); (iii) provides that the Trustee
for the benefit of the Certificateholders shall be a third-party beneficiary
under such Sub-Servicing Agreement, but that (except to the extent the Trustee
or its designee assumes the obligations of the Master Servicer or the Special
Servicer, as the case may be, thereunder as contemplated by the immediately
preceding clause (ii), and except with respect to the obligations of any
successor Master Servicer or Special Servicer, as applicable, under the Primary
Servicing Agreements) none of the Trust Fund, the Trustee, any successor Master
Servicer, Special Servicer or any Certificateholder shall have any duties under
such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) except
with respect to the Primary Servicing Agreements, permits any purchaser of a
Loan or the Trustee pursuant to this Agreement to terminate such Sub-Servicing
Agreement with respect to such purchased Loan at its option and without penalty;
(v) does not permit the Sub-Servicer any direct rights of indemnification that
may be satisfied out of assets of the Trust Fund except to the extent of its
rights of indemnification, if any, as an agent of the Master Servicer or Special
Servicer, as applicable; (vi) does not permit the Sub-Servicer to foreclose on
the related Mortgaged Property or consent to the modification of any Loan
without the prior consent of the Master Servicer or the Special Servicer, as
applicable; (vii) provides that the Sub-Servicer shall act in accordance with
the Servicing Standard; and (viii) provides that in the event of an act or
failure to act by the Sub-Servicer that causes the Master Servicer or Special
Servicer, as applicable, to be in default of its obligations under this
Agreement, the Sub-Servicer shall be in default of its obligations under such
Sub-Servicing Agreement. Any successor Master Servicer or Special Servicer
hereunder, upon becoming successor Master Servicer or Special Servicer, as
applicable, shall have the right to be assigned and shall have the right to
assume any Sub-Servicing Agreements from the predecessor Master Servicer or
Special Servicer, as applicable. Upon a termination of the Master Servicer or
Special Servicer, as applicable, pursuant to this Agreement, the successor to
the Master Servicer or the Special Servicer (other than the Trustee or its
designee) shall automatically succeed to the rights and obligations of the prior
Master Servicer or Special Servicer, as applicable, under the Primary Servicing
Agreement, subject to the termination rights set forth therein, it being
understood that any such succession by the Trustee or its designee shall not be
automatic but shall be in the discretion of the Trustee or such designee.

            In addition, each Sub-Servicing Agreement entered into by the Master
Servicer may provide that the obligations of the Sub-Servicer thereunder shall
terminate with respect to any Loan serviced thereunder at the time such Loan
becomes a Specially Serviced Loan; provided, however, that the rights and
obligations of a Primary Servicer under a Primary Servicing Agreement shall not
terminate with respect to any Loan that becomes a Specially Serviced Loan. The
Master Servicer and the Special Servicer, as applicable, shall deliver to the
Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and
modifications thereof, entered into by it promptly upon its execution and
delivery of such documents. For purposes of this Agreement, the Master Servicer
shall be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. The Master Servicer shall notify the Special Servicer,
the Trustee and the Depositor in writing promptly of the appointment by it of
any Sub-Servicer. The Special Servicer shall notify the Master Servicer, the
Trustee and the Depositor in writing promptly of the appointment by it of any
Sub-Servicer.

            It is hereby acknowledged and agreed by all parties hereto that
KRECM shall be a Primary Servicer pursuant to a Primary Servicing Agreement with
the Master Servicer, which agreement shall comply with the provisions of this
Section 3.22(a) (including clause (iv) of the first paragraph of this Section
3.22(a)). Pursuant to the Primary Servicing Agreement between the Master
Servicer and KRECM, KRECM shall perform most or all of the duties of the Master
Servicer with respect to the KRECM Serviced Loans and shall be entitled to
receive a Primary Servicing Fee at the applicable Primary Servicing Fee Rate and
such other additional servicing compensation as provided in such Primary
Servicing Agreement, in accordance with the terms of such Primary Servicing
Agreement.

            (b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law.

            (c) As part of its servicing activities hereunder, the Master
Servicer or the Special Servicer, as applicable, for the benefit of the Trustee
and the Certificateholders, shall (at no expense to the Trustee, the
Certificateholders or the Trust Fund) monitor the performance and enforce the
obligations of each Sub-Servicer under the related Sub-Servicing Agreement. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements in accordance with their respective
terms and the pursuit of other appropriate remedies, shall be in such form and
carried out to such an extent and at such time as the Master Servicer or Special
Servicer, as applicable, would require were it the owner of the Loans. The
Master Servicer or the Special Servicer, as applicable, shall have the right to
remove a Sub-Servicer retained by it in accordance with the terms of the related
Sub-Servicing Agreement upon the events of default and other termination events
specified in the related Sub-Servicing Agreement.

            (d) If the Trustee or its designee becomes successor Master Servicer
and elects or is required to assume the rights and obligations of the Master
Servicer or the Special Servicer, as applicable, under any Sub-Servicing
Agreement, the Master Servicer or the Special Servicer, as applicable, at its
expense, shall deliver to the assuming party all documents and records relating
to such Sub-Servicing Agreement and the Loans then being serviced thereunder and
an accounting of amounts collected and held on behalf of it thereunder, and
otherwise use reasonable efforts to effect the orderly and efficient transfer of
the Sub-Servicing Agreement to the assuming party.

            (e) Notwithstanding the provisions of any Sub-Servicing Agreement,
each of the Master Servicer and the Special Servicer represents and warrants
that it shall remain obligated and liable to the Trustee and the
Certificateholders for the performance of its obligations and duties under this
Agreement in accordance with the provisions hereof to the same extent and under
the same terms and conditions as if it alone were servicing and administering
the Loans for which it is responsible, and the Master Servicer, or the Special
Servicer, as applicable, shall pay the fees of any Sub-Servicer thereunder from
its own funds or, with respect to the Primary Servicers, shall permit each to
retain the Primary Servicing Fees from amounts collected by such Primary
Servicer. In no event shall the Trust Fund bear any termination fee required to
be paid to any Sub-Servicer as a result of such Sub-Servicer's termination under
any Sub-Servicing Agreement.

            Section 3.23 Representations, Warranties and Covenants of the Master
Servicer.

            (a) The Master Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor and the Special Servicer, as of the Closing Date, that:

            (i) The Master Servicer is a corporation, duly organized, validly
      existing and in good standing under the laws of Delaware, and the Master
      Servicer is in compliance with the laws of each State in which any
      Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement, except where the failure to so qualify
      or comply would not have a material adverse effect on the ability of the
      Master Servicer to perform its obligations hereunder;

            (ii) The execution and delivery of this Agreement by the Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Master Servicer, will not (A) violate the Master
      Servicer's certificate of incorporation and by-laws or (B) constitute a
      default (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or by which it is
      bound, or (C) result in the violation of any law, rule, regulation, order,
      judgment or decree binding on the Master Servicer which, in the case of
      either (B) or (C) is likely to materially and adversely affect the Master
      Servicer's ability to perform hereunder;

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

            (iv) The Master Servicer is not in violation with respect to any
      law, any order or decree of any court, or any order, regulation or demand
      of any federal, state, municipal or governmental agency, which violations
      are reasonably likely to have consequences that would materially and
      adversely affect the financial condition or operations of the Master
      Servicer or its properties taken as a whole or are reasonably likely to
      have consequences that would materially and adversely affect its ability
      to perform its duties and obligations hereunder;

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

            (vi) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Master Servicer, or compliance by the Master Servicer
      with, this Agreement or the consummation of the Master Servicer's
      transactions contemplated by this Agreement, except for any consent,
      approval, authorization or order which has been obtained or cannot be
      obtained prior to the actual performance by the Master Servicer of its
      obligations under this Agreement, or which, if not obtained would not have
      a materially adverse effect on the ability of the Master Servicer to
      perform its obligations hereunder;

            (vii) The Master Servicer has full corporate power and authority to
      enter into and perform in accordance with this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (viii) The Master Servicer has examined each Sub-Servicing Agreement
      to which it is a party, and shall examine each Sub-Servicing Agreement to
      which it intends to become a party, and in each such case, the terms of
      such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Master Servicer at a
      future date, will not be, materially inconsistent with the terms of this
      Agreement; and

            (ix) Each officer and employee of the Master Servicer that has
      responsibilities concerning the servicing and administration of Loans is
      covered by errors and omissions insurance and the fidelity bond in the
      amounts and with the coverage required by Section 3.07(c).

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.

            Section 3.24 Representations, Warranties and Covenants of the
Special Servicer.

            (a) The Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor and the Master Servicer, as of the Closing Date and as to the
Special Servicer, that:

            (i) The Special Servicer is a corporation duly organized, validly
      existing and in good standing under the laws of the State of Florida, and
      the Special Servicer is in compliance with the laws of each State in which
      any Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement;

            (ii) The execution and delivery of this Agreement by the Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Special Servicer, will not violate the Special Servicer's
      charter and by-laws or constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a default) under, or
      result in the breach of, any material agreement or other instrument to
      which it is a party or which is applicable to it or any of its assets, or
      result in the violation of any law, rule, regulation, order, judgment or
      decree to which the Special Servicer or its property is subject;

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

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

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

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

            (vii) Each officer, director or employee of the Special Servicer
      that has or, following the occurrence of a Servicing Transfer Event, would
      have responsibilities concerning the servicing and administration of Loans
      is covered by errors and omissions insurance and fidelity bond in the
      amounts and with the coverage required by Section 3.07(c). Neither the
      Special Servicer nor any of its officers, directors or employees that is
      or, following the occurrence of a Servicing Transfer Event, would be
      involved in the servicing or administration of Loans has been refused such
      coverage or insurance;

            (viii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Special Servicer, or compliance by the Special Servicer
      with, this Agreement or the consummation of the transactions contemplated
      by this Agreement, except for any consent, approval, authorization or
      order which has been obtained or cannot be obtained prior to the actual
      performance by the Special Servicer of its obligations under this
      Agreement, or which, if not obtained would not have a materially adverse
      effect on the ability of the Special Servicer to perform its obligations
      hereunder;

            (ix) The Special Servicing Fee represents reasonable servicing
      compensation; and

            (x) The Special Servicer has examined each Sub-Servicing Agreement
      to which it is a party, and shall examine each Sub-Servicing Agreement to
      which it intends to become a party, and in each such case, the terms of
      such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Special Servicer at a
      future date, will not, be materially inconsistent with the terms of this
      Agreement.

            (b) The representations and warranties set forth in paragraph (a)
above and the covenant set forth in paragraph (b) above shall survive the
execution and delivery of the Agreement.

            Section 3.25 Limitation on Liability of the Directing
Certificateholder.

            By its acceptance of a Certificate, each Certificateholder confirms
its understanding that the Directing Certificateholder may take actions that
favor the interests of one or more Classes of the Certificates over other
Classes of the Certificates and that the Directing Certificateholder may have
special relationships and interests that conflict with those of Holders of some
Classes of the Certificates and, absent willful misfeasance, bad faith,
negligence or negligent disregard of obligations or duties on the part of the
Directing Certificateholder, agrees to take no action against the Directing
Certificateholder as a result of such a special relationship or conflict.

            Section 3.26 Reports to the Securities and Exchange Commission;
Available Information.

            (a) The Trustee shall prepare for filing, and execute, on behalf of
the Trust Fund, and file with the Securities and Exchange Commission, (i) each
Statement to Certificateholders on Form 8-K within 15 days after each
Distribution Date in each month, (ii) prior to March 30, 2003, a Form 10-K in
substance conforming to industry standards, with respect to the Trust Fund, and
(iii) prior to January 30, 2003, a Form 15 Suspension Notification with respect
to the Trust Fund, if applicable. The Depositor hereby grants to the Trustee a
limited power of attorney to execute and file each such document on behalf of
the Depositor. Such power of attorney shall continue until either the earlier of
(i) receipt by the Trustee from the Depositor of written termination of such
power of attorney and (ii) the termination of the Trust Fund. The Depositor
agrees to promptly furnish to the Trustee, from time to time upon request, such
further information, reports and financial statements within its control related
to this Agreement and the Loans as the Trustee reasonably deems appropriate to
prepare and file all necessary reports with the Securities and Exchange
Commission. Upon such filing with the Securities and Exchange Commission, the
Trustee shall upon request deliver to the Depositor and the Master Servicer a
copy of any such executed report, statement or information. The Depositor shall
promptly file, and exercise its reasonable best efforts to obtain a favorable
response to, no-action requests to, or requests for other appropriate exemptive
relief from, the Securities and Exchange Commission regarding the usual and
customary exemption from certain reporting requirements granted to issuers of
securities similar to the Certificates. The Trustee shall have no responsibility
to file any items other than those specified in this section.

            (b) The Master Servicer may, in accordance with such reasonable
rules and procedures as it may adopt, also make available through its Website or
otherwise, any additional information relating to the Loans, the Mortgaged
Properties or the Borrowers, for review by the Depositor, the Rating Agencies
and any other Persons to whom the Master Servicer believes such disclosure is
appropriate, in each case except to the extent doing so is prohibited by
applicable law or by the related Loan.

            (c) The Master Servicer and the Special Servicer shall make the
following items available at their respective offices during normal business
hours, or shall send such items to any requesting party at the expense of such
requesting party (other than the Rating Agencies, the Depositor and the
Underwriters, and except as otherwise provided in the last sentence of this
paragraph) for review by the Depositor, the Trustee, the Rating Agencies, any
Certificateholder, any Person identified to the Master Servicer or the Special
Servicer, as applicable, by a Certificateholder as a prospective transferee of a
Certificate and any other Persons to whom the Master Servicer or the Special
Servicer, as applicable, believes such disclosure to be appropriate: (i) all
financial statements, occupancy information, rent rolls, retail sales
information, average daily room rates and similar information received by the
Master Servicer or the Special Servicer, as applicable, from each Borrower, (ii)
the inspection reports prepared by or on behalf of the Master Servicer or the
Special Servicer, as applicable, in connection with the property inspections
pursuant to Section 3.19, (iii) any and all modifications, waivers and
amendments of the terms of a Loan entered into by the Master Servicer or the
Special Servicer, as applicable and (iv) any and all officer's certificates and
other evidence delivered to the Trustee and the Depositor to support the Master
Servicer's determination that any Advance was, or if made would be, a
Nonrecoverable Advance. Copies of any and all of the foregoing items shall be
available from the Master Servicer or the Special Servicer, as applicable, or
the Trustee, upon request. Copies of all such information shall be delivered by
the Master Servicer or the Special Servicer, as applicable, upon request, not
more frequently than quarterly to the Certificate Owners of the Controlling
Class (as identified by the related Depository Participant and for so long as
such Class remains outstanding) at the address specified by such Certificate
Owners; provided, however, that if beneficial ownership of the Controlling Class
resides in more than one Certificate Owner, the Master Servicer or the Special
Servicer, as applicable, shall be responsible only for the expense of providing
the first such copy of such information and shall be entitled to reimbursement
from the Trust Fund for the expense of any additional copies so provided.

            (d) Notwithstanding the obligations of the Master Servicer set forth
in the preceding provisions of this Section 3.26, the Master Servicer may
withhold any information not yet included in a Form 8-K filed with the
Commission or otherwise made publicly available with respect to which the
Trustee or the Master Servicer has determined that such withholding is
appropriate.

            (e) Notwithstanding any provisions in this Agreement to the
contrary, the Trustee shall not be required to review the content of any
Exchange Act Report for compliance with applicable securities laws or
regulations, completeness, accuracy or otherwise, and the Trustee shall have no
liability with respect to any Exchange Act Report filed with the Commission or
delivered to Certificateholders. None of the Master Servicer, the Special
Servicer and the Trustee shall be responsible for the accuracy or completeness
of any information supplied by a Borrower or a third party for inclusion in any
Form 8-K, and each of the Master Servicer, the Special Servicer and the Trustee
and their respective Affiliates, agents, directors, officers and employees shall
be indemnified and held harmless by the Trust Fund against any loss, liability
or expense incurred in connection with any legal action relating to any
statement or omission or alleged statement or omission therein. None of the
Trustee, the Special Servicer and the Master Servicer shall have any
responsibility or liability with respect to any Exchange Act Report filed by the
Depositor, and each of the Master Servicer, the Special Servicer and the Trustee
and their respective Affiliates, agents, directors, officers and employees shall
be indemnified and held harmless by the Trust Fund against any loss, liability
or expense incurred in connection with any legal action relating to any
statement or omission or alleged statement or omission therein.

            (f) Notwithstanding anything to the contrary herein, as a condition
to the Master Servicer or Special Servicer making any report or information
available upon request to any Person other than the parties hereto, the Master
Servicer and Special Servicer may require that the recipient of such information
acknowledge that the Master Servicer and Special Servicer may contemporaneously
provide such information to the Depositor, the Trustee, the Initial Purchaser,
any Underwriter, any Rating Agency and/or Certificateholders or Certificate
Owners. Each of the Master Servicer and the Special Servicer shall condition
such disclosure upon the recipient entering into a reasonable and customary
confidentiality agreement reasonably acceptable to such servicer regarding such
disclosure to it. In addition, any transmittal of information by the Master
Servicer or Special Servicer to any Person other than the Trustee, the Rating
Agencies or the Depositor may be accompanied by a letter from the Master
Servicer or Special 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 Credit Suisse
            First Boston Mortgage Securities Corp., Commercial Mortgage
            Pass-Through Certificates, Series 2002-CKP1 from purchasing
            or selling such Certificates in circumstances where the
            other party to the transaction is not also in possession of
            such information. You also acknowledge and agree that such
            information is being provided to you for the purposes of,
            and such information may be used only in connection with,
            evaluation by you or another Certificateholder, Certificate
            Owner or prospective purchaser of such Certificates or
            beneficial interest therein.

            The Master Servicer and the Special Servicer may, at its discretion,
make available by hard copy, electronic media, internet website and bulletin
board service certain information and may make available by hard copy,
electronic media, internet website or bulletin board service any reports or
information required by this Agreement that the Master Servicer or the Special
Servicer is required to provide to the Trustee, any of the Rating Agencies, the
Depositor and anyone the Depositor reasonably designates.

            Section 3.27 Lock-Box Accounts and Servicing Accounts.

            (a) The Master Servicer shall administer each Lock-Box Account, Cash
Collateral Account and Servicing Account in accordance with the related Mortgage
or Loan Agreement, Cash Collateral Account Agreement or Lock-Box Agreement, if
any. Each Lock-Box Account, Cash Collateral Account and Servicing Account shall
be an Eligible Account, except to the extent provided in the related Loan
Documents.

            (b) For any Loan that provides that a Lock-Box Account will be
established upon the occurrence of certain events specified in the related Loan
Documents, the Master Servicer shall establish on behalf of the Trust such
Lock-Box Account upon the occurrence of such events unless the Master Servicer
determines, in accordance with the Servicing Standard, that such Lock-Box
Account should not be established. Notwithstanding the foregoing, the Master
Servicer shall establish a Lock-Box Account for each ARD Loan no later than its
Anticipated Repayment Date.

            (c) With respect to each Loan requiring the establishment of a
Lock-Box Account, the Master Servicer, upon receipt of the annual financial
statements of each Borrower, shall compare the gross revenue for the related
Mortgaged Property, as set forth in such financial statements, with the history
of the related Borrower's deposits (on an annual basis) into such Lock-Box
Account and shall report any discrepancies over 10% to the Special Servicer.

            (d) Within 60 days after a Servicing Account has been established on
behalf of a Borrower pursuant to the terms of the related Mortgage, the Master
Servicer (in accordance with the Uniform Commercial Code) shall notify the
financial institution maintaining such account of the Trustee's security
interest in the funds in such account in those jurisdictions where required in
order to perfect or maintain perfection of the related security interest.

            Section 3.28 Interest Reserve Account.

            (a) The Trustee shall establish, on or before the Closing Date, and
maintain the Interest Reserve Account on behalf of REMIC I. The Trustee shall
give notice to the Master Servicer, the Special Servicer and the Depositor of
the location of the Interest Reserve Account and, prior to any change thereof,
any new location of the Interest Reserve Account. On each Distribution Date
ending in any February and on any Distribution Date ending in any January which
occurs in a year which is not a leap year, the Trustee shall withdraw from the
Lower-Tier Distribution Account and deposit into the Interest Reserve Account in
respect of each Loan an amount withheld from the related Monthly Payment or P&I
Advance equal to one day's interest on the Stated Principal Balance of such Loan
as of the Distribution Date occurring in the month preceding the month in which
the Distribution Date occurs at the related Net Mortgage Rate, to the extent a
full Monthly Payment or P&I Advance is made in respect thereof (all amounts so
deposited in any January and, in the case of a leap year, in any February,
"Withheld Amounts").

            (b) On each Distribution Date occurring in March, the Trustee shall
withdraw from the Interest Reserve Account an amount equal to the Withheld
Amounts from the preceding December and January Interest Accrual Periods, if
any, and deposit such amount (excluding any net investment income thereon) into
the REMIC I Distribution Account. On each Distribution Date, the Trustee shall
deposit any Net Investment Loss into the Interest Reserve Account and shall be
permitted to withdraw any Net Investment Earnings from the Interest Reserve
Account.

            Section 3.29 Limitations on and Authorizations of the Master
Servicer and Special Servicer with Respect to Certain Loans.

            (a) Prior to taking any action with respect to a Loan secured by any
Mortgaged Properties located in a "one-action" state, the Special Servicer shall
consult with legal counsel, the fees and expenses of which shall be a Servicing
Advance.

            (b) With respect to any Loan which permits the related Borrower,
with the consent or grant of a waiver by the mortgagee, to incur additional
indebtedness (other than as provided in Section 3.08(g)) or to amend or modify
the related Borrower's organizational documents, the Special Servicer may
consent (subject, without limitation, to Section 3.20(e) hereof) to either such
action, or grant a waiver with respect thereto, only if the Special Servicer
determines that such consent or grant of waiver is likely to result in a greater
recovery on a present value basis (discounted at the related Mortgage Rate) than
the withholding of such consent or grant of waiver, and the Special Servicer
first obtains written confirmation from each Rating Agency that such consent or
grant of waiver would not, in and of itself, result in a downgrade,
qualification or withdrawal of any of the then-current ratings assigned to the
Certificates. The Master Servicer shall not be entitled or required to consent
to, or grant a waiver with respect to, either action, except in accordance with
Section 3.08(g) hereof.

            (c) With respect to any ARD Loan, so long as no event of default
beyond applicable notice and grace periods has occurred and is continuing, the
Master Servicer and the Special Servicer shall not take any enforcement action
with respect to the payment of Excess Interest or principal in excess of the
principal component of the constant Monthly Payment, other than requests for
collection, until the date on which principal and all accrued interest (other
than Excess Interest) has been paid in full (the failure of the Borrower to pay
Excess Interest shall not be considered an event of default for purposes of this
paragraph). Nothing in this paragraph shall limit the obligation of the Master
Servicer and the Special Servicer to establish a Lock-Box Account pursuant to
Section 3.28.

            (d) [Reserved].

            (e) [Reserved].

            (f) [Reserved].

            (g) The Special Servicer shall not consent to a change of franchise
affiliation with respect to any hotel property that in whole or in part
constitutes the Mortgaged Property securing a Loan unless it obtains written
confirmation from each Rating Agency that such change of franchise affiliation
would not, in and of itself, result in a downgrade, qualification or withdrawal
of the then-current ratings on any Class of Certificates. The Special Servicer
shall not be required to obtain such written consent from S&P if the
then-current principal balance of such Loan is less than 2% of the then-current
aggregate principal balance of the Loans.

            (h) The Master Servicer or Special Servicer shall not consent to a
change in the property manager with respect to a property securing a Significant
Loan unless it obtains confirmation from S&P that the appointment of such new
property manager would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then current ratings on any Class of
Certificates. The Master Servicer shall use reasonable efforts to cause the
related Borrower to pay the costs of such confirmation, otherwise, such costs
shall be a Trust Fund expense.

            (i) [Reserved].

            (j) [Reserved].

            (k) The Depositor shall, as to each Loan which is secured by the
interest of the related Borrower under a ground lease, at its own expense,
promptly (and in any event within 45 days of the Closing Date) notify the
related ground lessor of the transfer of such Loan to the Trust pursuant to this
Agreement and inform such ground lessor that any notices of default under the
related ground lease should thereafter be forwarded to the Trustee.

            Section 3.30 REMIC Administration.

            (a) The Trustee shall make or cause to be made elections to treat
each of the Trust REMICs as a REMIC under the Code and if necessary, under State
Tax Laws. Each 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
Certificates are issued, which in each case shall be signed by the Trustee. The
Trustee shall designate the "regular interests" and the "residual interests,"
within the meaning of the REMIC Provisions, in each Trust REMIC as set forth in
the Preliminary Statement hereto. To the extent the affairs of the Trust Fund
are within their control, the Master Servicer, the Special Servicer and the
Trustee shall not permit the creation of any "interests" (within the meaning of
Section 860G of the Code) in any Trust REMIC other than those interests
outstanding on the Closing Date.

            (b) [Reserved.]

            (c) The Holder of the largest Percentage Interest of the Class R
Certificates is hereby designated, and by the acceptance of its Class R
Certificate agrees to act, as Tax Matters Person for each Trust REMIC. Any
Holder of a Class R Certificate must at all times hold at least a 1.0%
Percentage Interest therein. The Holder of the largest Percentage Interest of
the Class R Certificates is hereby designated, and by the acceptance of its
Class R Certificate agrees to act, as Tax Matters Person for each Trust REMIC.
The Trustee is hereby designated as the agent of the Tax Matters Person of each
Trust REMIC and shall perform all the functions thereof, and the Holders of the
Class R Certificates, by their acceptance of such Certificates, agree to such
designation.

            (d) The Trustee shall prepare or cause to be prepared all of the Tax
Returns that it reasonably determines are required with respect to each Trust
REMIC created hereunder and shall sign and file or cause to be filed such Tax
Returns in a timely manner. The expenses of preparing such returns shall be
borne by the Trustee without any right of reimbursement therefor.

            (e) The Trustee shall provide (i) upon request by any Transferor of
a Class R Certificate, such information to such Transferor and the IRS as is (x)
reasonably necessary for the application of any tax relating to the transfer of
a Class R Certificate to any Person who is not a Disqualified Organization or
(y) otherwise required to be provided by Treasury Regulations Section 1.860E-2
(and in the time and manner required to be provided to such person under such
Regulations), (ii) to the Certificateholders such information or reports as are
required by the Code, the REMIC Provisions or State Tax Laws including reports
relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption) and (iii) pursuant to Section 3.31(l), to the
Internal Revenue Service the name, title, address and telephone number of the
person who will serve as the representative of each of the Trust REMICs.

            (f) The Trustee shall take such actions and shall cause the Trust
Fund to take such actions as are reasonably within the Trustee's control and the
scope of its duties more specifically set forth herein as shall be necessary to
maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions
(and the Master Servicer and Special Servicer shall assist the Trustee, to the
extent reasonably requested by the Trustee to do so). None of the Master
Servicer, the Special Servicer or the Trustee shall knowingly or intentionally
take any action, cause the Trust Fund to take any action or fail to take (or
fail to cause to be taken) any action reasonably within its control and the
scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) cause any Trust
REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax
under the REMIC Provisions upon any Trust REMIC (including but not limited to
the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code) (either such event, an "Adverse REMIC Event") unless such party receives
an Opinion of Counsel (at the expense of the party seeking to take such action
or, if such party fails to pay such expense, and such party determines that
taking such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of such party) to the effect that the contemplated action will not, with
respect to any Trust REMIC, cause any Trust REMIC to fail to qualify as a REMIC
or, unless such party (which is acceptable to the Trustee) determines that the
monetary expense to any Trust REMIC is not material and in its sole discretion
to indemnify (to the extent reasonably acceptable to the Trustee) the Trust Fund
against such tax, result in the imposition of such a tax. Wherever in this
Agreement a contemplated action may not be taken because the timing of such
action might result in the imposition of a tax on the Trust Fund, or may be
taken only pursuant to an Opinion of Counsel that such action would impose a tax
on the Trust Fund, such action may nonetheless be taken so long as (x) the
indemnity given in the preceding sentence with respect to any taxes that might
be imposed on the Trust Fund has been given and (y) all other preconditions to
the taking of such action have been satisfied. The Trustee shall not take any
action (whether or not authorized hereunder) as to which the Master Servicer has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to the Trust Fund or its
assets, or causing the Trust Fund to take any action, which is not expressly
permitted under the terms of this Agreement, each of the parties hereto will
consult with the Trustee or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to any
Trust REMIC, and such party shall not take any such action, or cause the Trust
Fund to take any such action, as to which the Trustee has advised it in writing
that an Adverse REMIC Event could occur. The Trustee may consult with counsel to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement. At all
times as may be required by the Code, the Trustee will to the extent within its
control and the scope of its duties as specifically set forth herein, maintain
substantially all of the assets of the Trust Fund 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.

            (g) In the event that any tax is imposed on "prohibited
transactions" of any Trust REMIC as defined in Section 860F(a)(2) of the Code,
on "net income from foreclosure property" of any Trust REMIC as defined in
Section 860G(c) of the Code, or any other tax is imposed by the Code or any
applicable provisions of state or local tax laws, such tax shall be charged (i)
to the Master Servicer, if such tax arises out of or results from a breach,
which breach constitutes negligence or willful misconduct of the Master
Servicer, by the Master Servicer of any of its obligations under this Agreement
and such breach is not caused by the breach of another party, (ii) to the
Trustee, if such tax arises out of or results from a breach by the Trustee of
any of its obligations under this Agreement and such breach is not caused by the
breach of another party, (iii) to a 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 and such breach is not caused by the breach of another party and
(iv) otherwise, against amounts on deposit in the Collection Account, and on the
Distribution Date(s) following such reimbursement the aggregate of such taxes
shall be allocated in reduction of the Optimal Interest Distribution Amount on
each Class entitled thereto in the same manner as if such taxes constituted an
Uncovered Prepayment Interest Shortfall Amount.

            (h) The Trustee shall, for federal income tax purposes, maintain
books and records with respect to each of the Trust REMICs on a calendar year
and on an accrual basis or as otherwise may be required by the REMIC Provisions.

            (i) Following the Startup Day, none of the Master Servicer, the
Special Servicer or the Trustee shall accept any contributions of assets to any
Trust REMIC unless the Master Servicer, the Special Servicer and the Trustee
shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in
any Trust REMIC will not cause any Trust REMIC to fail to qualify as a REMIC at
any time that any Certificates are outstanding or subject any Trust REMIC
created hereunder to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.

            (j) None of the Master Servicer, the Special Servicer or the Trustee
shall enter into any arrangement by which any Trust REMIC created hereunder will
receive a fee or other compensation for services nor, to the extent reasonably
within their control, permit any Trust REMIC to receive an income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.

            (k) [Reserved.]

            (l) Within 30 days after the Closing Date, the Trustee shall prepare
and file with the Internal Revenue Service Form 8811, "Information Return for
Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized
Debt Obligations" (or applicable successor form) for REMIC V created hereunder.

            (m) None of the Trustee, the Master Servicer or the Special Servicer
shall sell or dispose of or substitute for any of the Loans (except in
connection with (i) the default, imminent default or foreclosure of a Loan,
including but not limited to, the acquisition or sale of a Mortgaged Property
acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of the Trust Fund created hereunder pursuant to Article X
of this Agreement or (iv) a purchase of Loans pursuant to Article II, Section
3.18 or Section 3.33 of this Agreement) nor acquire any assets for the Trust
Fund or any Trust REMIC, nor sell or dispose of any investments in the
Collection Account for gain, nor accept any contributions to any Trust REMIC
after the Closing Date, unless it has received an Opinion of Counsel that such
sale or disposition will not affect adversely the status of any Trust REMIC as a
REMIC or cause any Trust REMIC to be subject to a tax on "prohibited
transactions" or "contributions" pursuant to the REMIC Provisions.

            (n) The Depositor shall provide or cause to be provided to the
Trustee, within ten (10) days after the Closing Date, and thereafter on an
ongoing basis, all information or data requested by the Trustee that the Trustee
reasonably determines to be relevant for tax purposes as to the valuations and
Issue Prices of the Certificates, including without limitation, the price,
yield, original issue discount, issue premium and projected cash flow of the
Certificates. In addition, the Master Servicer, the Special Servicer and the
Depositor shall provide on a timely basis to the Trustee or its designee such
information with respect to the Trust Fund as is in its possession and
reasonably requested by the Trustee to enable it to perform its obligations
under this Section. The Trustee shall be entitled to rely conclusively upon all
such information so provided to it without recalculation or other investigation.

            (o) The Trustee shall be entitled to reasonable compensation and to
the reimbursement of its reasonable expenses incurred in the performance of its
duties under this Section 3.30 as may be agreed upon by the Trustee and the
Depositor; provided, however, that the Trustee shall pay out of its own funds,
without any right of reimbursement, any and all ordinary expenses of the Trust
Fund incurred in the performance of its duties under this Section but shall be
reimbursed, except as otherwise expressly provided for herein, by the Trust Fund
for any of its extraordinary expenses, including any taxes or tax-related
payments, any expenses involved in any tax examination, audit or proceeding.

            Section 3.31 Master Servicer and Special Servicer May Own
Certificates.

            (a) The Master Servicer and any agent of the Master 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, except with respect to Voting Rights, as set forth in the definition of
"Certificateholder."

            (b) The Special Servicer and any agent of the Special 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 Special
Servicer or such agent, except with respect to Voting Rights, as set forth in
the definition of "Certificateholder."

            Section 3.32 KRECM to Perform Certain Duties for Performing Loans.

            (a) Notwithstanding anything in this Agreement to the contrary, it
is hereby acknowledged and agreed that KRECM shall be the initial Primary
Servicer with respect to the KRECM Serviced Loans pursuant to the Primary
Servicing Agreement between the Master Servicer and KRECM. In addition, KRECM
hereby joins this Agreement as a party hereto to the extent and for the limited
purposes set forth in this Section 3.32. At the direction and under the
supervision of the Special Servicer, for so long as it remains the Primary
Servicer under the Primary Servicing Agreement described in the preceding
sentence, KRECM shall process all assumptions and related transactions and all
modifications, consents, releases, and partial releases with respect to the
KRECM Serviced Loans that are not Specially Serviced Loans, (i) to the extent
such duties are otherwise delegated to the Special Servicer pursuant to Sections
3.08 and 3.29 of this Agreement and (ii) in each instance in accordance with the
terms and provisions of Sections 3.08 and 3.29, as applicable; provided,
however, that KRECM shall not approve or consent to any requested assumption,
consent, modification, or release with respect to any such KRECM Serviced Loan
unless and until KRECM has notified the Special Servicer of KRECM's intent to
grant such approval or consent and the Special Servicer has consented (or has
failed to object) thereto in writing within 10 days of having been notified
thereof in writing and having been provided with all reasonably requested
information with respect thereto.

            (b) KRECM shall perform the services described in Section 3.32(a)
with respect to the KRECM Serviced Loans in accordance with the Servicing
Standard. Subject to the Servicing Standard, the required approval of the
Special Servicer, and the other terms of this Section 3.32, KRECM shall have
full power and authority to do or cause to be done all things in connection with
such services and administration of the KRECM Serviced Loans in the name of and
on behalf of the Trust Fund and the Trustee, and the Trustee shall furnish, or
cause to be furnished, to KRECM any limited powers of attorney and other
documents necessary or appropriate to enable KRECM to carry out its servicing
and administrative duties hereunder or under its Primary Servicing Agreement
with the Master Servicer; provided, however, that the Trustee shall not be held
liable for any negligence with respect to, or misuse of, any such power of
attorney by KRECM; and provided, further, that the Master Servicer shall not be
held liable for any action or inaction of KRECM with respect to its duties and
obligations under this Section 3.32 and shall have no obligations under this
Section 3.32.

            (c) As compensation for the performance of the responsibilities and
obligations set forth in Section 3.32(a), KRECM shall be entitled to receive or
retain ("Assumption and Modification Processing Compensation"), (i) 100% of all
assumption application fees and 50% of all assumption fees paid by the Borrowers
on all KRECM Serviced Loans that are not Specially Serviced Loans (but only to
the extent that all amounts then due and payable with respect to such Loans have
been paid), (ii) all commercially reasonable fees actually collected on or with
respect to Loan modifications for which KRECM is responsible pursuant to its
Primary Servicing Agreements with the Master Servicer (but only to the extent
that all amounts then due and payable after giving effect to any modification
with respect to the related Loan have been paid), (iii) reasonable and customary
consent fees and fees in connection with defeasance, if any, and (iv) other
customary charges, in each case only to the extent actually paid by the related
Borrower. For so long as such Assumption and Modification Processing
Compensation is payable to KRECM as described above, the Master Servicer shall
not be entitled to receive or retain any portion of such Assumption and
Modification Processing Compensation with respect to the KRECM Serviced Loans.
Within two (2) Business Days of its receipt of any amounts it receives from
performing the services delegated to it in this Section 3.32, KRECM shall remit
to the Master Servicer, for deposit in the Collection Account, all such amounts
that do not constitute Assumption and Modification Processing Compensation.

            (d) KRECM hereby represents and warrants to the Trustee, for its own
benefit and the benefit of the Certificateholders, and to the Depositor and the
Special Servicer, as of the Closing Date, that:

            (i) KRECM is a corporation, duly organized, validly existing and in
      good standing under the laws of Ohio, and KRECM is in compliance with the
      laws of each State in which any Mortgaged Property is located to the
      extent necessary to perform its obligations under this Agreement, except
      where the failure to so qualify or comply would not have a material
      adverse effect on the ability of KRECM to perform its obligations
      hereunder;

            (ii) The execution and delivery of this Agreement by KRECM, and the
      performance and compliance with the terms of this Agreement by KRECM, will
      not (A) violate KRECM's certificate of incorporation and by-laws or (B)
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in the breach of, any
      material agreement or other instrument to which it is a party or by which
      it is bound, or (C) result in the violation of any law, rule, regulation,
      order, judgment or decree binding on KRECM which, in the case of either
      (B) or (C) is likely to materially and adversely affect KRECM's ability to
      perform hereunder;

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

            (iv) KRECM is not in violation of, and its execution and delivery of
      this Agreement and its performance and compliance with the terms of this
      Agreement will not constitute a violation of, any law, any order or decree
      of any court, or any order, regulation or demand of any federal, state,
      municipal or governmental agency, which violations are reasonably likely
      to have consequences that would materially and adversely affect the
      financial condition or operations of KRECM or its properties taken as a
      whole or are reasonably likely to have consequences that would materially
      and adversely affect its ability to perform its duties and obligations
      hereunder;

            (v) No litigation is pending or, to the best of KRECM's knowledge,
      threatened against KRECM which would prohibit KRECM from entering into
      this Agreement or, in KRECM's good faith and reasonable judgment, is
      likely to materially and adversely affect the ability of KRECM to perform
      its obligations under this Agreement;

            (vi) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by KRECM, or compliance by KRECM with, this Agreement or the
      consummation of KRECM's transactions contemplated by this Agreement,
      except for any consent, approval, authorization or order which has been
      obtained or cannot be obtained prior to the actual performance by KRECM of
      its obligations under this Agreement, or which, if not obtained would not
      have a materially adverse effect on the ability of KRECM to perform its
      obligations hereunder;

            (vii) The Assumption and Modification Processing Compensation
      represents reasonable compensation for the services KRECM is performing
      pursuant to this Section 3.32;

            (viii) KRECM has full corporate power and authority to enter into
      and perform in accordance with this Agreement, has duly authorized the
      execution, delivery and performance of this Agreement, and has duly
      executed and delivered this Agreement; and

            (ix) Each officer, employee and director of KRECM that has
      responsibilities concerning the servicing and administration of Loans is
      covered by errors and omissions insurance and the fidelity bond in the
      amounts and with the coverage required by Section 3.07(c).

            (e) The representations and warranties set forth in paragraph (d)
above shall survive the execution and delivery of the Agreement.

            (f) With respect to the limited rights and obligations of KRECM
pursuant to this Section 3.32, and only with respect to those limited rights and
obligations, all of the terms, provisions, protections, limitations, rights, and
obligations in the following sections of this Agreement shall, to the full
extent such items are applicable to the Special Servicer, apply fully to KRECM
as if KRECM were specifically named, referenced and incorporated in each such
section to the same extent and in the same manner as the Special Servicer is
named, referenced and incorporated in such sections: Article I, Section 3.07(c),
Section 6.01, Section 6.02, Section 6.03, Section 6.05, Sections 7.01(a)(ii),
(iii), (iv), (v), (vi), (vii), (viii), and (ix), Section 7.01(b), Section
7.01(c), Section 7.01(d), Section 7.04, and Article X. In addition to the
foregoing, it shall be an Event of Default if KRECM is removed from S&P's
approved master servicer list. Notwithstanding anything in the preceding
sentence to the contrary, nothing in this Section 3.32(f) shall limit or
otherwise affect any of the rights and obligations of KRECM or the Master
Servicer under the Primary Servicing Agreement between them with respect to all
of the other rights and obligations KRECM has under such agreement related to
the KRECM Serviced Loans and all matters related thereto. All of the rights,
duties and obligations of KRECM with respect to the KRECM Serviced Loans, other
than those limited matters specifically addressed in this Section 3.32 shall, at
all times, remain subject to and controlled by the Primary Servicing Agreement
between the Master Servicer and KRECM.

            (g) Except upon an Event of Default by KRECM under this Agreement,
any resignation or termination of KRECM shall be governed by the terms of
KRECM's Primary Servicing Agreement with the Master Servicer, and KRECM's right
to receive servicing compensation under its Primary Servicing Agreement with the
Master Servicer and its right to receive Assumption and Modification Processing
Compensation under this Section 3.32, may only be assigned, transferred or
terminated (absent an Event of Default by KRECM under this Agreement) pursuant
to the terms of the Primary Servicing Agreement, which shall include (as set
forth in Section 3.22 of this Agreement) the right of the Master Servicer (or
the Trustee as successor in interest thereto) to terminate KRECM if KRECM causes
an Event of Default under this Agreement. If KRECM (or an authorized
replacement, assignee, or successor thereto) shall for any reason no longer act
in the capacity of Primary Servicer with respect to the KRECM Serviced Loans
pursuant to the Primary Servicing Agreement, then the responsibilities and
obligations delegated to KRECM pursuant to this Section 3.32 shall be returned
to and handled by the Master Servicer and the Special Servicer, as applicable,
as provided in Sections 3.08 and 3.29 and the right to receive or retain
Assumption and Modification Processing Compensation shall be allocated between
the Master Servicer and the Special Servicer pursuant to Section 3.11.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

            Section 4.01 Distributions.

            (a) On each Distribution Date prior to the date on which the
Certificate Balance of the last outstanding Class of Subordinate Certificates
has been reduced to zero, to the extent of the Available Distribution Amount for
such Distribution Date, the Trustee shall transfer or be deemed to transfer such
amounts from the REMIC IV Distribution Account to the REMIC V Distribution
Account in the amounts and priorities set forth in Section 4.01(k) with respect
to each Class of Uncertificated REMIC IV Interests, and immediately thereafter,
shall make distributions in the following order of priority, satisfying in full,
to the extent required and possible, each priority before making any
distribution with respect to any succeeding priority from the Available
Distribution Amount:

            (i) concurrently, to the Class A-1, Class A-2, Class A-3, Class A-X
      and Class A-SP Certificates, pro rata, up to the Optimal Interest
      Distribution Amounts for each such Class for such Distribution Date;

            (ii) to the Class A-1, Class A-2, and Class A-3 Certificates, in
      reduction of the Certificate Balances thereof, an amount up to the
      Principal Distribution Amount for such Distribution Date, in the following
      order of priority:

            First, to the Class A-1 Certificates, until the Certificate Balance
      thereof has been reduced to zero;

            Second, to the Class A-2 Certificates, until the Certificate Balance
      thereof has been reduced to zero; and

            Third, to the Class A-3 Certificates, until the Certificate Balance
      thereof has been reduced to zero;

            (iii) to the Class A-1, Class A-2 and Class A-3 Certificates, pro
      rata (based on the aggregate unreimbursed Collateral Support Deficit
      previously allocated to each such Class), until all amounts of such
      Collateral Support Deficit previously allocated to such Classes, but not
      previously reimbursed, have been reimbursed in full;

            (iv) to the Class J-AD Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Special Principal Distribution Amount
      for such Distribution Date until such Certificate Balance is reduced to
      zero;

            (v) if the Certificate Balance of the Class J-AD Certificates was
      reduced to zero on such Distribution Date, to the Class A-X Certificates,
      an amount equal to the excess, if any, of (A) the Special Principal
      Distribution Amount for such Distribution Date, over (B) the Certificate
      Balance of the Class J-AD Certificates outstanding immediately prior to
      such Distribution Date;

            (vi) to the Class B Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (vii) to the Class B Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (viii) to the Class B Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class B Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (ix) to the Class C Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (x) to the Class C Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xi) to the Class C Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class C Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xii) to the Class D Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xiii) to the Class D Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xiv) to the Class D Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class D Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xv) the Class E Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xvi) to the Class E Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xvii) to the Class E Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class E Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xviii) to the Class F Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xix) to the Class F Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xx) to the Class F Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class F Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxi) to the Class G Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xxii) to the Class G Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxiii) to the Class G Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class G Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxiv) to the Class H Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxv) to the Class H Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxvi) to the Class H Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class H Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxvii) to the Class J-AD Certificates, in respect of interest, up
      to the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxviii) to the Class J-AD Certificates, in reduction of the
      Certificate Balance thereof, an amount up to the Remaining Principal
      Distribution Amount for such Distribution Date until such Certificate
      Balance has been reduced to zero;

            (xxix) to the Class J-AD Certificates, until all amounts of
      Collateral Support Deficit previously allocated to the Class J-AD
      Certificates, but not previously reimbursed, have been reimbursed in full;

            (xxx) to the Class K-Z Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxi) to the Class K-Z Certificates, in reduction of the
      Certificate Balance thereof, an amount up to the Remaining Principal
      Distribution Amount for such Distribution Date until such Certificate
      Balance has been reduced to zero;

            (xxxii) to the Class K-Z Certificates, until all amounts of
      Collateral Support Deficit previously allocated to the Class K-Z
      Certificates, but not previously reimbursed, have been reimbursed in full;

            (xxxiii) to the Class L Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxiv) to the Class L Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxxv) to the Class L Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class L Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxxvi) to the Class M Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxvii) to the Class M Certificates, in reduction of the
      Certificate Balance thereof, an amount up to the Remaining Principal
      Distribution Amount for such Distribution Date until such Certificate
      Balance has been reduced to zero;

            (xxxviii) to the Class M Certificates, until all amounts of
      Collateral Support Deficit previously allocated to the Class M
      Certificates, but not previously reimbursed, have been reimbursed in full;

            (xxxix) to the Class N Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xl) to the Class N Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xli) to the Class N Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class N Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xlii) to the Class O Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xliii) to the Class O Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xliv) to the Class O Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class O Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xlv) to the Class P Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xlvi) to the Class P Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlvii) to the Class P Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class P Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xlviii) to the Class Q Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xlix) to the Class Q Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (l) to the Class Q Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class Q Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (li) to the Class S Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (lii) to the Class S Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (liii) to the Class S Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class S Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (liv) to the Class R Certificates, in respect of the R-V Interest,
      the amount, if any, remaining in the REMIC V Distribution Account after
      all other distributions pursuant to this Section 4.01(a) and Section
      4.01(b).

            (lv) from the REMIC IV Distribution Account, to the Class R
      Certificates in respect of the Class R-IV Interest, up to an amount equal
      to the excess, if any, of (A) the aggregate distributions deemed made in
      respect of the REMIC III Regular Interests on such Distribution Date
      pursuant to Section 4.01(l), over (B) the aggregate distributions deemed
      made in respect of the REMIC IV Regular Interests on such Distribution
      Date pursuant to Section 4.01(k);

            (lvi) from the REMIC III Distribution Account, to the Class R
      Certificates in respect of the Class R-III Interest, up to an amount equal
      to the excess, if any, of (A) the aggregate distributions deemed made in
      respect of the REMIC II Regular Interests on such Distribution Date
      pursuant to Section 4.01(m), over (B) the aggregate distributions deemed
      made in respect of the REMIC III Regular Interests on such Distribution
      Date pursuant to Section 4.01(l);

            (lvii) from the REMIC II Distribution Account, to the Class R
      Certificates in respect of the Class R-II Interest, up to an amount equal
      to the excess, if any, of (A) the aggregate distributions deemed made in
      respect of the REMIC I Regular Interests on such Distribution Date
      pursuant to Section 4.01(n), over (B) the aggregate distributions deemed
      made in respect of the REMIC II Regular Interests on such Distribution
      Date pursuant to Section 4.01(m); and

            (lviii) from the REMIC I Distribution Account, to the Class R
      Certificates in respect of the Class R-I Interest, up to an amount equal
      to the excess, if any of, (A) the Available Distribution Amount for such
      Distribution Date, over (B) the aggregate distributions made in respect of
      the other Classes of Certificates on such Distribution Date pursuant to
      clauses (i) through (liii) above.

            (b) Notwithstanding the foregoing, on each Distribution Date
occurring on or after the date on which the Certificate Balance of the last
outstanding Class of Subordinate Certificates has been reduced to zero, the
Trustee shall apply amounts on deposit in the REMIC V Distribution Account in
the following order of priority: (i) concurrently, to the Class A-1, Class A-2,
Class A-3, Class A-X and Class A-SP Certificates, pro rata, in respect of the
Optimal Interest Amount allocable to each such Class; (ii) to the Class A-1,
Class A-2 and Class A-3 Certificates, pro rata in reduction of the Certificate
Balances thereof, until the Certificate Balance of each such Class has been
reduced to zero; and (iii) to the Class A-1, Class A-2 and Class A-3
Certificates, pro rata (based on the aggregate unreimbursed Collateral Support
Deficit previously allocated to such Class) until all amounts of such Collateral
Support Deficit previously allocated to such Classes but not previously
reimbursed have been reimbursed in full.

            (c) On each Master Servicer Remittance Date, the Master Servicer
shall deposit all Yield Maintenance Charges in the REMIC I Distribution Account
for payment to the REMIC I Regular Interests. On each Distribution Date, the
Trustee shall withdraw from the REMIC I Distribution Account an aggregate amount
equal to all such Yield Maintenance Charges actually collected on the Loans or
any REO Loans during the related Due Period and shall distribute such amount to
the REMIC I Regular Interests, pro rata in proportion to their outstanding
principal balances. On each Distribution Date, distributions received by the
REMIC I Regular Interests pursuant to the preceding sentence shall likewise be
distributed to the REMIC II Regular Interests and the REMIC III Regular
Interests, in each case pro rata in proportion to the outstanding Uncertificated
Principal Balances of the regular interests of each REMIC. Amounts received by
REMIC IV from REMIC III shall be allocated to the Major Sequential Pay REMIC IV
Regular Interests corresponding to the Class A-1, Class A-2, Class A-3, Class B,
Class C, Class D, Class E, Class F, Class G and Class H Certificates in the
amounts corresponding to Yield Maintenance Charges distributable to such
Certificates pursuant to Section 4.01(d), and the remainder of such Yield
Maintenance Charges shall be allocated 62% to REMIC IV Regular Interest KK and
included as part of the Special Principal Distribution Amount up to and
including, but not after, the Final Group KK Interest Accrual Period, and the
balance thereof shall be allocated to the REMIC IV Regular Interest AX;
provided, that in the Final Group KK Interest Accrual Period, Yield Maintenance
Charges shall be allocated to REMIC IV Regular Interest KK in a manner analogous
to the description of the REMIC III Remittance Rate for the Final Group KK
Interest Accrual Period. Amounts distributed in respect of the REMIC IV Regular
Interests shall be deposited in the REMIC V Distribution Account for
distribution pursuant to Section 4.01(d).

            (d) On each Distribution Date, the Trustee shall withdraw any
amounts on deposit in the REMIC V Distribution Account that represent Yield
Maintenance Charges actually collected on Loans or REO Loans during the related
Due Period and remitted in respect of the REMIC IV Regular Interests pursuant to
Section 4.01(c), and shall distribute such amounts to the Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates, in an amount equal to the product of (a) a fraction whose
numerator is the amount distributed as principal to such Class on such
Distribution Date, and whose denominator is the total amount distributed as
principal to the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J-AD, Class K-Z, Class L, Class M,
Class N, Class O, Class P, Class Q and Class S Certificates on such Distribution
Date, (b) the Base Interest Fraction for the related Principal Prepayment and
such Class of Certificates and (c) the aggregate amount of Yield Maintenance
Charges collected on such Principal Prepayment during the related Due Period.
With respect to any Yield Maintenance Charges collected during the related Due
Period remaining after such distributions, (i) on each Distribution Date up to
and including the Distribution Date on which the principal balance of the Class
J-AD Certificates is reduced to zero, 38% of such Yield Maintenance Charges will
be distributed to the Holders of the Class A-X Certificates, and 62% of such
Yield Maintenance Charges will be distributed, as a portion of the Special
Principal Distribution Amount, to the Holders of the Class J-AD Certificates to
the extent described in the preceding paragraph with respect to REMIC IV Regular
Interest KK, and (ii) on any following Distribution Dates, 100% of such Yield
Maintenance Charges will be distributed to the Holders of the Class A-X
Certificates.

            Following the reduction of the Certificate Balances of the Class
A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G
and Class H Certificates and Class J-AD to zero, the Trustee shall distribute to
the Class A-X Certificates all Yield Maintenance Charges actually received
during the related Due Period with respect to the Loans and remitted in respect
of REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular
Interests and REMIC IV Regular Interests pursuant to Section 4.01(c).

            (e) On any applicable Distribution Date, (i) any Excess Interest
collected for such Distribution Date shall be distributed from the Excess
Interest Distribution Account to the Class V Certificates.

            (f) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise specifically provided in Sections 4.01(g), 4.01(h) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of record of the respective Class at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates)
or otherwise by check mailed to the address of such Certificateholder as it
appears in the Certificate Register. The final distribution on each Certificate
(determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to such Certificate) shall be made in like
manner, but only upon presentation and surrender of such Certificate at the
offices of the Trustee or such other location specified in the notice to
Certificateholders of such final distribution.

            Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Depositor, the Master Servicer, the Special Servicer, the Underwriters or the
Initial Purchasers shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law.

            (g) Except as otherwise provided in Section 9.01, whenever the
Trustee expects that the final distribution with respect to any Class of
Certificates (determined without regard to any possible future reimbursement of
any amount of Collateral Support Deficit previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Trustee shall,
thirty days prior to the final Distribution Date for such Class, post a notice
on the Website to the effect that no interest shall accrue on such Certificates
from and after such Distribution Date.

            Any funds not distributed to any Holder or Holders of Definitive
Certificates of any Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set
aside and held uninvested in trust and credited to the account or accounts of
the appropriate non-tendering Holder or Holders. If any Definitive Certificates
as to which notice has been given pursuant to this Section 4.01(g) shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Definitive Certificateholders to surrender their
Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Definitive
Certificates shall not have been surrendered for cancellation, the Trustee,
directly or through an agent, shall take such steps to contact the remaining
non-tendering Definitive Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding
such funds in trust and of contacting such Definitive Certificateholders
following the first anniversary of the delivery of such second notice to the
non-tendering Certificateholders shall be paid out of such funds. No interest
shall accrue or be payable to any Definitive Certificateholder on any amount
held in trust hereunder by the Trustee as a result of such Definitive
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(g).

            (h) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Regular Certificates shall be made in the amounts
and manner specified in Section 4.01(a) to the Holders of the respective Class
otherwise entitled to distributions of interest and principal on such Class on
the relevant Distribution Date; provided, however, that all distributions in
reimbursement of Collateral Support Deficit previously allocated to a Class of
Certificates which has since been retired shall be to the prior Holders that
surrendered the Certificates of such Class upon retirement thereof and shall be
made by check mailed to the address of each such prior Holder last shown in the
Certificate Register, and such amounts shall be deemed to have been distributed
from REMIC I to REMIC II, from REMIC II to REMIC III, from REMIC III to REMIC
IV, and finally from REMIC IV to REMIC V, in each case as such Collateral
Support Deficit was allocated to the applicable REMIC pursuant to Sections
4.04(f), (e), (d) and (c), as applicable. Notice of any such distribution to a
prior Holder shall be made in accordance with Section 10.05 at such last
address. The amount of the distribution to each such prior Holder shall be based
upon the aggregate Percentage Interest evidenced by the Certificates surrendered
thereby. If the check mailed to any such prior Holder is returned uncashed, then
the amount thereof shall be set aside and held uninvested in trust for the
benefit of such prior Holder, and the Trustee shall attempt to contact such
prior Holder in the manner contemplated by Section 4.01(h) as if such Holder had
failed to surrender its Certificates.

            (i) Shortfalls in the Available Distribution Amount on any
Distribution Date resulting from Uncovered Prepayment Interest Shortfall Amounts
shall be allocated to each Class of Regular Certificates and Hyperamortization
Interest, pro rata, based on the Accrued Certificate Interest Amount
distributable to each such Class on such Distribution Date and Hyperamortization
Interest accrued in respect of such Distribution Date. The amount by which the
servicing compensation is to be reduced in connection with Prepayment Interest
Shortfalls pursuant to the last paragraph of Section 3.11(a) shall be deposited
by the Master Servicer into the Collection Account on or prior to the Master
Servicer Remittance Date.

            (j) Shortfalls in the Available Distribution Amount resulting from
unanticipated Trust Fund indemnification expenses incurred pursuant to Section
6.03 and Section 8.05 shall be allocated to the most subordinate Class of
Certificates then outstanding, until the Certificate Balance thereof equals
zero, and then to the next most subordinate Class of Certificate then
outstanding.

            (k) On each Distribution Date, immediately prior to making any
actual distributions on the Regular Certificates pursuant to Section 4.01(a) or
4.01(b), as applicable, the Trustee shall be deemed to have made, out of the
amounts deemed distributed in respect of the REMIC III Regular Interests on such
Distribution Date pursuant to Section 4.01(l), the following distributions on
the REMIC IV Regular Interests in the following order of priority, in each case
to the extent of the remaining portion of such amounts deemed distributed on the
REMIC III Regular Interests:

            First, distributions of principal to REMIC V in respect of REMIC IV
      Regular Interest J-Minor, up to an amount equal to the lesser of (i) the
      REMIC IV Special Principal Distribution Amount for such Distribution Date,
      and (ii) the Uncertificated Principal Balance of REMIC IV Regular Interest
      J-Minor outstanding immediately prior to such Distribution Date;

            Second, distributions of Accrued Interest to REMIC V in respect of
      all the REMIC IV Regular Interests, up to an amount equal to, and pro rata
      among the REMIC IV Regular Interests in accordance with, all Accrued
      Interest in respect of each REMIC IV Regular Interest through the end of
      the related Interest Accrual Period that has not previously been deemed
      paid pursuant to this Section 4.01(k) on any prior Distribution Date and,
      in the case of REMIC IV Regular Interest LT-IV-Minor, that has not
      constituted part of the LT-IV-Minor Accrual Amount added to the
      Uncertificated Principal Balance of such REMIC IV Regular Interest on such
      Distribution Date or any prior Distribution Date;

            Third, distributions of principal to REMIC V in respect of REMIC IV
      Regular Interest A-1-Major, REMIC IV Regular Interest A-1-Minor, REMIC IV
      Regular Interest A-2-Major, REMIC IV Regular Interest A-2-Minor, REMIC IV
      Regular Interest A-3-Major, REMIC IV Regular Interest A-3-Minor and REMIC
      IV Regular Interest LT-IV-Minor, allocable among such REMIC IV Regular
      Interests as provided below, up to an amount equal to the lesser of (i)
      the aggregate Uncertificated Principal Balance of all such REMIC IV
      Regular Interests (other than REMIC IV Regular Interest LT-IV-Minor)
      outstanding immediately prior to such Distribution Date, together with
      that portion of the Uncertificated Principal Balance of REMIC IV Regular
      Interest LT-IV-Minor outstanding immediately prior to such Distribution
      Date that is equal to the aggregate Uncertificated Principal Balance of
      REMIC IV Regular Interest A-1-Minor, REMIC IV Regular Interest A-2-Minor
      and REMIC IV Regular Interest A-3-Minor outstanding immediately prior to
      such Distribution Date, and (ii) the Principal Distribution Amount for
      such Distribution Date;

            Fourth, distributions of principal to REMIC V in respect of REMIC IV
      Regular Interest B-Major, REMIC IV Regular Interest B-Minor and REMIC IV
      Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively, up
      to the Principal Distribution Amount for such Distribution Date (net of
      all amounts, if any, deemed distributed on such Distribution Date pursuant
      to clause third above), but in no event more than the amount that would be
      necessary to reduce the Uncertificated Principal Balances of REMIC IV
      Regular Interest B-Major and REMIC IV Regular Interest B-Minor to zero
      when distributed in the aforementioned proportion;

            Fifth, distributions of principal to REMIC V in respect of REMIC IV
      Regular Interest C-Major, REMIC IV Regular Interest C-Minor and REMIC IV
      Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively, up
      to the Principal Distribution Amount for such Distribution Date (net of
      all amounts, if any, deemed distributed on such Distribution Date pursuant
      to clauses third and fourth above), but in no event more than the amount
      that would be necessary to reduce the Uncertificated Principal Balances of
      REMIC IV Regular Interest C-Major and REMIC IV Regular Interest C-Minor to
      zero when distributed in the aforementioned proportion;

            Sixth, distributions of principal to REMIC V in respect of REMIC IV
      Regular Interest D-Major, REMIC IV Regular Interest D-Minor and REMIC IV
      Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively, up
      to the Principal Distribution Amount for such Distribution Date (net of
      all amounts, if any, deemed distributed on such Distribution Date pursuant
      to clauses third through fifth above), but in no event more than the
      amount that would be necessary to reduce the Uncertificated Principal
      Balances of REMIC IV Regular Interest D-Major and REMIC IV Regular
      Interest D-Minor to zero when distributed in the aforementioned
      proportion;

            Seventh, distributions of principal to REMIC V in respect of REMIC
      IV Regular Interest E-Major, REMIC IV Regular Interest E-Minor and REMIC
      IV Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively,
      up to the Principal Distribution Amount for such Distribution Date (net of
      all amounts, if any, deemed distributed on such Distribution Date pursuant
      to clauses third through sixth above), but in no event more than the
      amount that would be necessary to reduce the Uncertificated Principal
      Balances of REMIC IV Regular Interest E-Major and REMIC IV Regular
      Interest E-Minor to zero when distributed in the aforementioned
      proportion;

            Eighth, distributions of principal to REMIC V in respect of REMIC IV
      Regular Interest F-Major, REMIC IV Regular Interest F-Minor and REMIC IV
      Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively, up
      to the Principal Distribution Amount for such Distribution Date (net of
      all amounts, if any, deemed distributed on such Distribution Date pursuant
      to clauses third through seventh above), but in no event more than the
      amount that would be necessary to reduce the Uncertificated Principal
      Balances of REMIC IV Regular Interest F-Major and REMIC IV Regular
      Interest F-Minor to zero when distributed in the aforementioned
      proportion;

            Ninth, distributions of principal to REMIC V in respect of REMIC IV
      Regular Interest G-Major, REMIC IV Regular Interest G-Minor and REMIC IV
      Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively, up
      to the Principal Distribution Amount for such Distribution Date (net of
      all amounts, if any, deemed distributed on such Distribution Date pursuant
      to clauses third through eighth above), but in no event more than the
      amount that would be necessary to reduce the Uncertificated Principal
      Balances of REMIC IV Regular Interest G-Major and REMIC IV Regular
      Interest G-Minor to zero when distributed in the aforementioned
      proportion;

            Tenth, distributions of principal to REMIC V in respect of REMIC IV
      Regular Interest H-Major, REMIC IV Regular Interest H-Minor and REMIC IV
      Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively, up
      to the Principal Distribution Amount for such Distribution Date (net of
      all amounts, if any, deemed distributed on such Distribution Date pursuant
      to clauses third through ninth above), but in no event more than the
      amount that would be necessary to reduce the Uncertificated Principal
      Balances of REMIC IV Regular Interest H-Major and REMIC IV Regular
      Interest H-Minor to zero when distributed in the aforementioned
      proportion;

            Eleventh, distributions of principal to REMIC V in respect of REMIC
      IV Regular Interest J-Major, REMIC IV Regular Interest J-Minor and REMIC
      IV Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively,
      up to the Principal Distribution Amount for such Distribution Date (net of
      all amounts, if any, deemed distributed on such Distribution Date pursuant
      to clauses third through tenth above), but in no event more than the
      amount that would be necessary to reduce the Uncertificated Principal
      Balance of REMIC IV Regular Interest J-Minor to zero when distributed in
      the aforementioned proportion;

            Twelfth, if the Uncertificated Principal Balance of REMIC IV Regular
      Interest J-Minor was reduced to zero on such Distribution Date,
      distributions of principal to REMIC V in respect of REMIC IV Regular
      Interest LT-IV-Minor, up to an amount equal to the lesser of (i) the
      LT-IV-Minor Accrual Amount for such Distribution Date, and (ii) the
      excess, if any, of the REMIC IV Special Principal Distribution Amount for
      such Distribution Date, over the Uncertificated Principal Balance of REMIC
      IV Regular Interest J-Minor outstanding immediately prior to such
      Distribution Date;

            Thirteenth, distributions of principal to REMIC V in respect of
      REMIC IV Regular Interest J-Major and REMIC IV Regular Interest
      LT-IV-Minor, in a proportion of 98:2, respectively, up to the Principal
      Distribution Amount for such Distribution Date (net of all amounts, if
      any, deemed distributed on such Distribution Date pursuant to clauses
      third through eleventh above), but in no event more than the amount that
      would be necessary to reduce the Uncertificated Principal Balance of REMIC
      IV Regular Interest J-Major to zero when distributed in the aforementioned
      proportion;

            Fourteenth, distributions of principal to REMIC V in respect of
      REMIC IV Regular Interest L-Major, REMIC IV Regular Interest L-Minor and
      REMIC IV Regular Interest LT-IV-Minor, in a proportion of 98:1:1,
      respectively, up to the Principal Distribution Amount for such
      Distribution Date (net of all amounts, if any, deemed distributed on such
      Distribution Date pursuant to clauses third through eleventh and clause
      thirteenth above), but in no event more than the amount that would be
      necessary to reduce the Uncertificated Principal Balances of REMIC IV
      Regular Interest L-Major and REMIC IV Regular Interest L-Minor to zero
      when distributed in the aforementioned proportion;

            Fifteenth, distributions of principal to REMIC V in respect of REMIC
      IV Regular Interest M-Major, REMIC IV Regular Interest M-Minor and REMIC
      IV Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively,
      up to the Principal Distribution Amount for such Distribution Date (net of
      all amounts, if any, deemed distributed on such Distribution Date pursuant
      to clauses third through eleventh and clauses thirteenth and fourteenth
      above), but in no event more than the amount that would be necessary to
      reduce the Uncertificated Principal Balances of REMIC IV Regular Interest
      M-Major and REMIC IV Regular Interest M-Minor to zero when distributed in
      the aforementioned proportion;

            Sixteenth, distributions of principal to REMIC V in respect of REMIC
      IV Regular Interest N-Major, REMIC IV Regular Interest N-Minor and REMIC
      IV Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively,
      up to the Principal Distribution Amount for such Distribution Date (net of
      all amounts, if any, deemed distributed on such Distribution Date pursuant
      to clauses third through eleventh and clauses thirteenth through fifteenth
      above), but in no event more than the amount that would be necessary to
      reduce the Uncertificated Principal Balances of REMIC IV Regular Interest
      N-Major and REMIC IV Regular Interest N-Minor to zero when distributed in
      the aforementioned proportion;

            Seventeenth, distributions of principal to REMIC V in respect of
      REMIC IV Regular Interest O-Major, REMIC IV Regular Interest O-Minor and
      REMIC IV Regular Interest LT-IV-Minor, in a proportion of 98:1:1,
      respectively, up to the Principal Distribution Amount for such
      Distribution Date (net of all amounts, if any, deemed distributed on such
      Distribution Date pursuant to clauses third through eleventh and clauses
      thirteenth through sixteenth above), but in no event more than the amount
      that would be necessary to reduce the Uncertificated Principal Balances of
      REMIC IV Regular Interest O-Major and REMIC IV Regular Interest O-Minor to
      zero when distributed in the aforementioned proportion;

            Eighteenth, distributions of principal to REMIC V in respect of
      REMIC IV Regular Interest P-Major, REMIC IV Regular Interest P-Minor and
      REMIC IV Regular Interest LT-IV-Minor, in a proportion of 98:1:1,
      respectively, up to the Principal Distribution Amount for such
      Distribution Date (net of all amounts, if any, deemed distributed on such
      Distribution Date pursuant to clauses third through eleventh and clauses
      thirteenth through seventeenth above), but in no event more than the
      amount that would be necessary to reduce the Uncertificated Principal
      Balances of REMIC IV Regular Interest P-Major and REMIC IV Regular
      Interest P-Minor to zero when distributed in the aforementioned
      proportion;

            Nineteenth, distributions of principal to REMIC V in respect of
      REMIC IV Regular Interest Q-Major, REMIC IV Regular Interest Q-Minor and
      REMIC IV Regular Interest LT-IV-Minor, in a proportion of 98:1:1,
      respectively, up to the Principal Distribution Amount for such
      Distribution Date (net of all amounts, if any, deemed distributed on such
      Distribution Date pursuant to clauses third through eleventh and clauses
      thirteenth through eighteenth above), but in no event more than the amount
      that would be necessary to reduce the Uncertificated Principal Balances of
      REMIC IV Regular Interest Q-Major, REMIC IV Regular Interest Q Minor and
      REMIC IV Regular Interest LT-IV-Minor to zero when distributed in the
      aforementioned proportion;

            Twentieth, distributions of principal to REMIC V in respect of REMIC
      IV Regular Interest S-Major, REMIC IV Regular Interest S-Minor and REMIC
      IV Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively,
      up to the Principal Distribution Amount for such Distribution Date (net of
      all amounts, if any, deemed distributed on such Distribution Date pursuant
      to clauses third through eleventh and clauses thirteenth through
      nineteenth above), but in no event more than the amount that would be
      necessary to reduce the Uncertificated Principal Balances of REMIC IV
      Regular Interest S-Major, REMIC IV Regular Interest S Minor and REMIC IV
      Regular Interest LT-IV-Minor to zero when distributed in the
      aforementioned proportion; and

            Twenty-first, distributions to REMIC V in respect of all the REMIC
      IV Regular Interests (including those whose Uncertificated Principal
      Balances have been reduced to zero), up to an amount equal to, in
      reimbursement of, and in the reverse order of, all Collateral Support
      Deficits, if any, previously allocated to each REMIC IV Regular Interest
      pursuant to Section 4.04(c) that have not previously been deemed
      reimbursed on any prior Distribution Date pursuant to this Section
      4.01(k);

provided that, on the Final Distribution Date, the distributions of principal to
be made pursuant to clauses third through eleventh and clauses thirteenth
through twentieth above shall, in each such case, subject to the then remaining
portion of the amounts deemed distributed on the REMIC III Regular Interests on
such date pursuant to Section 4.01(l), be deemed made to REMIC V in respect of
the relevant REMIC IV Regular Interests as if the Principal Distribution Amount
for such date is equal to the aggregate Stated Principal Balance of the Mortgage
Pool outstanding immediately prior to the Final Distribution Date.

            On each Distribution Date prior to the earlier of (i) the first
Distribution Date as of which the aggregate of the Uncertificated Principal
Balances of all Sequential Pay REMIC IV Regular Interests (other than REMIC IV
Regular Interest A-1-Major, REMIC IV Regular Interest A-1-Minor, REMIC IV
Regular Interest A-2-Major, REMIC IV Regular Interest A-2-Minor, REMIC IV
Regular Interest A-3-Major, REMIC IV Regular Interest A-3-Minor and REMIC IV
Regular Interest LT-IV-Minor) had previously been reduced to zero and (ii) the
Final Distribution Date, the distributions of principal deemed made pursuant to
clause third above shall be deemed so made: first, to REMIC V in respect of
REMIC IV Regular Interest A-1-Major, REMIC IV Regular Interest A-1-Minor and
REMIC IV Regular Interest LT-IV-Minor, in a proportion of 98:1:1, until the
Uncertificated Principal Balances of REMIC IV Regular Interest A-1-Major and
REMIC IV Regular Interest A-1-Minor are reduced to zero; second, to REMIC V in
respect of REMIC IV Regular Interest A-2-Major, REMIC IV Regular Interest
A-2-Minor and REMIC IV Regular Interest LT-IV-Minor, in a proportion of 98:1:1,
until the Uncertificated Principal Balances of REMIC IV Regular Interest
A-2-Major and REMIC IV Regular Interest A-2-Minor are reduced to zero; and,
third, to REMIC V in respect of REMIC IV Regular Interest A-3-Major, REMIC IV
Regular Interest A-3-Minor and REMIC IV Regular Interest LT-IV-Minor, in a
proportion of 98:1:1, until the Uncertificated Principal Balances of REMIC IV
Regular Interest A-3-Major and REMIC IV Regular Interest A-3-Minor are reduced
to zero. On each Distribution Date following the Distribution Date on which the
aggregate of the Uncertificated Principal Balances of all Sequential Pay REMIC
IV Regular Interests (other than REMIC IV Regular Interest A-1-Major, REMIC IV
Regular Interest A-1-Minor, REMIC IV Regular Interest A-2-Major, REMIC IV
Regular Interest A-2-Minor, REMIC IV Regular Interest A-3-Major, REMIC IV
Regular Interest A-3-Minor and REMIC IV Regular Interest LT-IV-Minor) are
reduced to zero, and (in any event) on the Final Distribution Date, the
distributions of principal deemed made pursuant to clause third above shall be
deemed so made with respect to the following three groups of REMIC IV Regular
Interests on a pro rata basis in accordance with their respective Uncertificated
Principal Balances: (i) REMIC IV Regular Interest A-1-Major and REMIC IV Regular
Interest A-1-Minor; (ii) REMIC IV Regular Interest A-2-Major, REMIC IV Regular
Interest A-2-Minor, REMIC IV Regular Interest A-3-Major and REMIC IV Regular
Interest A-3-Minor; and (iii) REMIC IV Regular Interest LT-IV-Minor. Amounts
deemed distributed on any Distribution Date pursuant to the prior sentence in
respect of REMIC IV Regular Interest A-1-Major and REMIC IV Regular Interest
A-1-Minor, shall be deemed distributed to REMIC V in respect of such REMIC IV
Regular Interests in a proportion of 98:1, respectively; amounts deemed
distributed on any Distribution Date pursuant to the prior sentence in respect
of REMIC IV Regular Interest A-2-Major and REMIC IV Regular Interest A-2-Minor,
shall be deemed distributed to REMIC V in respect of such REMIC IV Regular
Interests in a proportion of 98:1, respectively; and amounts deemed distributed
on any Distribution Date pursuant to the prior sentence in respect of REMIC IV
Regular Interest A-3-Major and REMIC IV Regular Interest A-3-Minor, shall be
deemed distributed to REMIC V in respect of such REMIC IV Regular Interests in a
proportion of 98:1, respectively.

            The distributions actually made by the Trustee on each Distribution
Date in respect of the Regular Certificates pursuant to Section 4.01(a) or
4.01(b), as applicable, shall be deemed to have been so made from the amounts
deemed distributed in respect of the REMIC IV Regular Interests on such
Distribution Date pursuant to this Section 4.01(k). Notwithstanding the deemed
distributions on the REMIC IV Regular Interests described in this Section
4.01(k), actual distributions of funds from the Distribution Account shall be
made only in accordance with Section 4.01(a) or 4.01(b), as applicable.

            (l) On each Distribution Date, immediately prior to making any
actual distributions on the Regular Certificates pursuant to Section 4.01(a) or
4.01(b), as applicable, or the corresponding deemed distributions on the REMIC
IV Regular Interests pursuant to Section 4.01(k), the Trustee shall be deemed to
have made out of the amounts deemed distributed in respect of the REMIC II
Regular Interests on such Distribution Date pursuant to Section 4.01(m), the
following distributions on the REMIC III Regular Interests in the following
order of priority, in each case to the extent of the remaining portion of such
amounts deemed distributed on the REMIC II Regular Interests:

            First, distributions of Accrued Interest to REMIC IV in respect of
      all the REMIC III Regular Interests, up to an amount equal to, and pro
      rata among the REMIC III Regular Interests in accordance with, all Accrued
      Interest in respect of each REMIC III Regular Interest through the end of
      the related Interest Accrual Period that has not previously been deemed
      paid pursuant to this Section 4.01(l) on any prior Distribution Date;

            Second, distributions of principal to REMIC IV in respect of REMIC
      III Regular Interest A-1-Major, REMIC III Regular Interest A-1-Minor1 and
      REMIC III Regular Interest A-1-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest A-1 on such Distribution Date
      pursuant to Section 4.01(m);

            Third, distributions of principal to REMIC IV in respect of REMIC
      III Regular Interest A-2-Major, REMIC III Regular Interest A-2-Minor1 and
      REMIC III Regular Interest A-2-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest A-2 on such Distribution Date
      pursuant to Section 4.01(m);

            Fourth, distributions of principal to REMIC IV in respect of REMIC
      III Regular Interest A-3-Major, REMIC III Regular Interest A-3-Minor1 and
      REMIC III Regular Interest A-3-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest A-3 on such Distribution Date
      pursuant to Section 4.01(m);

            Fifth, distributions of principal to REMIC IV in respect of REMIC
      III Regular Interest B-Major, REMIC III Regular Interest B-Minor1 and
      REMIC III Regular Interest B-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest B on such Distribution Date
      pursuant to Section 4.01(m);

            Sixth, distributions of principal to REMIC IV in respect of REMIC
      III Regular Interest C-Major, REMIC III Regular Interest C-Minor1 and
      REMIC III Regular Interest C-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest C on such Distribution Date
      pursuant to Section 4.01(m);

            Seventh, distributions of principal to REMIC IV in respect of REMIC
      III Regular Interest D-Major, REMIC III Regular Interest D-Minor1 and
      REMIC III Regular Interest D-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest D on such Distribution Date
      pursuant to Section 4.01(m);

            Eighth, distributions of principal to REMIC IV in respect of REMIC
      III Regular Interest E-Major, REMIC III Regular Interest E-Minor1 and
      REMIC III Regular Interest E-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest E on such Distribution Date
      pursuant to Section 4.01(m);

            Ninth, distributions of principal to REMIC IV in respect of REMIC
      III Regular Interest F-Major, REMIC III Regular Interest F-Minor1 and
      REMIC III Regular Interest F-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest F on such Distribution Date
      pursuant to Section 4.01(m);

            Tenth, distributions of principal to REMIC IV in respect of REMIC
      III Regular Interest G-Major, REMIC III Regular Interest G-Minor1 and
      REMIC III Regular Interest G-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest G on such Distribution Date
      pursuant to Section 4.01(m);

            Eleventh, distributions of principal to REMIC IV in respect of REMIC
      III Regular Interest H-Major, REMIC III Regular Interest H-Minor1 and
      REMIC III Regular Interest H-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest H on such Distribution Date
      pursuant to Section 4.01(m);

            Twelfth, distributions of principal to REMIC IV in respect of REMIC
      III Regular Interest J-Major, REMIC III Regular Interest J-Minor1 and
      REMIC III Regular Interest J-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest J on such Distribution Date
      pursuant to Section 4.01(m);

            Thirteenth, distributions of principal to REMIC IV in respect of
      REMIC III Regular Interest L-Major, REMIC III Regular Interest L-Minor1
      and REMIC III Regular Interest L-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest L on such Distribution Date
      pursuant to Section 4.01(m);

            Fourteenth, distributions of principal to REMIC IV in respect of
      REMIC III Regular Interest M-Major, REMIC III Regular Interest M-Minor1
      and REMIC III Regular Interest M-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest M on such Distribution Date
      pursuant to Section 4.01(m);

            Fifteenth, distributions of principal to REMIC IV in respect of
      REMIC III Regular Interest N-Major, REMIC III Regular Interest N-Minor1
      and REMIC III Regular Interest N-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest N on such Distribution Date
      pursuant to Section 4.01(m);

            Sixteenth, distributions of principal to REMIC IV in respect of
      REMIC III Regular Interest O-Major, REMIC III Regular Interest O-Minor1
      and REMIC III Regular Interest O-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest O on such Distribution Date
      pursuant to Section 4.01(m);

            Seventeenth, distributions of principal to REMIC IV in respect of
      REMIC III Regular Interest P-Major, REMIC III Regular Interest P-Minor1
      and REMIC III Regular Interest P-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest P on such Distribution Date
      pursuant to Section 4.01(m);

            Eighteenth, distributions of principal to REMIC IV in respect of
      REMIC III Regular Interest Q-Major, REMIC III Regular Interest Q-Minor1
      and REMIC III Regular Interest Q-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest Q on such Distribution Date
      pursuant to Section 4.01(m);

            Nineteenth, distributions of principal to REMIC IV in respect of
      REMIC III Regular Interest S-Major, REMIC III Regular Interest S-Minor1
      and REMIC III Regular Interest S-Minor2, pro rata in accordance with the
      respective Uncertificated Principal Balances of such REMIC III Regular
      Interests outstanding immediately prior to such Distribution Date, up to
      an amount equal to the aggregate of all distributions of principal deemed
      made in respect of REMIC II Regular Interest S on such Distribution Date
      pursuant to Section 4.01(m); and

            Twentieth, distributions to REMIC IV in respect of all the REMIC III
      Regular Interests (including those whose Uncertificated Principal Balances
      have been reduced to zero), up to an amount equal to, in reimbursement of,
      and in the reverse order of, all Collateral Support Deficits, if any,
      previously allocated to each REMIC III Regular Interest pursuant to
      Section 4.04(d) that have not previously been deemed reimbursed on any
      prior Distribution Date pursuant to this Section 4.01(l);

provided that, if the aggregate deemed distributions required to be made on such
Distribution Date pursuant to clauses second, third and fourth above exceed the
amount available to be deemed distributed pursuant to such clauses, the amount
so available shall be allocated to make the particular deemed distributions
pursuant to such clauses on a pro rata basis in accordance with the respective
amounts so required to be deemed distributed pursuant to each such clause.

            The distributions deemed made by the Trustee on each Distribution
Date in respect of the REMIC IV Regular Interests pursuant to Section 4.01(k),
as well as the distributions actually made by the Trustee on each Distribution
Date in respect of the Regular Certificates pursuant to Section 4.01(a) or
4.01(b), as applicable, shall be deemed to have been so made or deemed made, as
the case may be, from the amounts deemed distributed in respect of the REMIC III
Regular Interests on such Distribution Date pursuant to this Section 4.01(l).
Notwithstanding the deemed distributions on the REMIC III Regular Interests
described in this Section 4.01(l), actual distributions of funds from the
Distribution Account shall be made only in accordance with Section 4.01(a) or
4.01(b), as applicable.

            (m) On each Distribution Date, immediately prior to making any
actual distributions on the Regular Certificates pursuant to Section 4.01(a) or
4.01(b), as applicable, or the corresponding deemed distributions on the REMIC
IV Regular Interests pursuant to Section 4.01(k) or on the REMIC III Regular
Interests pursuant to Section 4.01(l), the Trustee shall be deemed to have made
out of the amounts deemed distributed in respect of the REMIC I Regular
Interests on such Distribution Date pursuant to Section 4.01(n), the following
distributions on the REMIC II Regular Interests in the following order of
priority, in each case to the extent of the remaining portion of such amounts
deemed distributed on the REMIC I Regular Interests:

            First, distributions of Accrued Interest to REMIC III in respect of
      all the REMIC II Regular Interests, up to an amount equal to, and pro rata
      among the REMIC II Regular Interests in accordance with, all Accrued
      Interest in respect of each REMIC II Regular Interest through the end of
      the related Interest Accrual Period that has not previously been deemed
      paid pursuant to this Section 4.01(m) on any prior Distribution Date;

            Second, distributions of principal to REMIC III in respect of REMIC
      II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular
      Interest A-3A, REMIC II Regular Interest A-3B, REMIC II Regular Interest
      B, REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II
      Regular Interest E, REMIC II Regular Interest F, REMIC II Regular Interest
      G, REMIC II Regular Interest H, REMIC II Regular Interest J, REMIC II
      Regular Interest L, REMIC II Regular Interest M, REMIC II Regular Interest
      N, REMIC II Regular Interest O, REMIC II Regular Interest P, REMIC II
      Regular Interest Q and REMIC II Regular Interest S, in that order, in each
      such case up to an amount equal to the lesser of (A) the then outstanding
      Uncertificated Principal Balance of the particular REMIC II Regular
      Interest and (B) the excess, if any, of the Principal Distribution Amount
      for such Distribution Date over the amounts, if any, deemed distributed on
      such Distribution Date to REMIC III in respect of all REMIC II Regular
      Interests with a prior right to the payment of principal; and

            Third, distributions to REMIC III in respect of the REMIC II Regular
      Interests described in the immediately preceding clause second (including
      any such REMIC II Regular Interests whose Uncertificated Principal
      Balances have previously been reduced to zero), in the same order as that
      set forth in such clause second, to reimburse REMIC III for any Collateral
      Support Deficits previously deemed allocated to each such REMIC II Regular
      Interest pursuant to Section 4.04(e) that have not previously been deemed
      reimbursed on any prior Distribution Date pursuant to this Section
      4.01(m);

provided that, on the Final Distribution Date, the distributions of principal to
be deemed made pursuant to clause second above shall be deemed so made without
regard to subclause (B) thereof; and provided, further, that, on each
Distribution Date coinciding with or following the Senior Principal Distribution
Cross-over Date, and in any event on the Final Distribution Date, the
distributions of principal to be deemed made pursuant to clause second above
shall be deemed so made in respect of REMIC II Regular Interest A-1, REMIC II
Regular Interest A-2 and REMIC II Regular Interest A-3, to the extent of, and
pro rata in accordance with, the aggregate Uncertificated Principal Balances of
such REMIC II Regular Interests.

            The distributions deemed made by the Trustee on each Distribution
Date in respect of the REMIC III Regular Interests pursuant to Section 4.01(l)
and in respect of the REMIC IV Regular Interests pursuant to Section 4.01(k), as
well as the distributions actually made by the Trustee on each Distribution Date
in respect of the Regular Certificates pursuant to Section 4.01(a) or 4.01(b),
as applicable, shall be deemed to have been so made or deemed made, as the case
may be, from the amounts deemed distributed in respect of the REMIC II Regular
Interests on such Distribution Date pursuant to this Section 4.01(m).
Notwithstanding the deemed distributions on the REMIC II Regular Interests
described in this Section 4.01(m), actual distributions of funds from the
Distribution Account shall be made only in accordance with Section 4.01(a) or
4.01(b), as applicable.

            (n) On each Distribution Date, immediately prior to making any
actual distributions on the Regular Certificates pursuant to Section 4.01(a) or
4.01(b), as applicable, or the corresponding deemed distributions on the REMIC
IV Regular Interests pursuant to Section 4.01(k), the REMIC III Regular
Interests pursuant to Section 4.01(l) or the REMIC II Regular Interests pursuant
to Section 4.01(m), the Trustee shall be deemed to have made out of the
Available Distribution Amount for such Distribution Date, the following
distributions on the REMIC I Regular Interests in the following order of
priority, in each case to the extent of the remaining portion of such Available
Distribution Amount:

            First, distributions of interest to REMIC II in respect of all the
      REMIC I Regular Interests, up to an amount equal to, and pro rata among
      the REMIC I Regular Interests in accordance with, all Accrued Interest in
      respect of each REMIC I Regular Interest through the end of the related
      Interest Accrual Period that has not previously been deemed paid pursuant
      to this Section 4.01(n) on any prior Distribution Date;

            Second, distributions of principal to REMIC II in respect of all the
      REMIC I Regular Interests, up to an amount equal to, and pro rata among
      the REMIC I Regular Interests in accordance with, that portion, if any, of
      the Principal Distribution Amount attributable to each and every Loan
      and/or REO Loan, as the case may be, that relates to each REMIC I Regular
      Interest; and

            Third, distributions to REMIC II in respect of the REMIC I Regular
      Interests (including any REMIC I Regular Interests whose Uncertificated
      Principal Balances have previously been reduced to zero), up to an amount
      equal to, in reimbursement of, and pro rata in accordance with, all
      Collateral Support Deficits previously deemed allocated to each REMIC I
      Regular Interest pursuant to Section 4.04(f) that have not previously been
      deemed reimbursed on any prior Distribution Date pursuant to this Section
      4.01(n).

            The distributions deemed made by the Trustee on each Distribution
Date in respect of the REMIC II Regular Interests pursuant to Section 4.01(m),
the REMIC III Regular Interests pursuant to Section 4.01(l) and the REMIC IV
Regular Interests pursuant to Section 4.01(k), as well as the distributions
actually made by the Trustee on each Distribution Date in respect of the Regular
Certificates pursuant to Section 4.01(a) or 4.01(b), as applicable, shall be
deemed to have been so made or deemed made, as the case may be, from the amounts
deemed distributed in respect of the REMIC I Regular Interests on such
Distribution Date pursuant to this Section 4.01(n). Notwithstanding the deemed
distributions on the REMIC I Regular Interests described in this Section
4.01(n), actual distributions of funds from the Distribution Account shall be
made only in accordance with Section 4.01(a) or 4.01(b), as applicable.

            Section 4.02 Statements to Certificateholders; Reports by Trustee;
Other Information Available to the Holders and Others.

            (a) On each Distribution Date, based solely upon the information
regarding the Loans set forth in the Master Servicer Remittance Report prepared
by the Master Servicer, and only to the extent such information is provided to
the Trustee by the Master Servicer, the Trustee shall prepare and make
available, and, upon request, forward, to any interested party, including, but
not limited to, each Holder of a Certificate, with copies to the Depositor, the
Master Servicer, the Special Servicer, the Underwriters, each Rating Agency,
Bloomberg, L.P., the Trepp Group, Charter Research Corporation and Intex
Solutions, Inc. and, if requested, any potential investors in the Certificates,
a written report (a "Statement to Certificateholders") setting forth the
following information:

            (i) the aggregate amount of the distribution to be made on such
      Distribution Date to the Holders of each Class of Certificates applied to
      reduce the respective Certificate Balance thereof;

            (ii) the aggregate amount of the distribution to be made on such
      Distribution Date to the Holders of each Class of Certificates allocable
      to (A) such Class's Optimal Interest Distribution Amount and, separately
      stated, the portion thereof representing the Unpaid Interest Shortfall
      Amount for such Class and (B) Yield Maintenance Charges;

            (iii) separately stated, the aggregate amounts of Uncovered
      Prepayment Interest Shortfall Amounts and indemnification expenses of the
      Trust Fund allocable to the Holders of each Class of Certificates on such
      Distribution Date;

            (iv) the aggregate Certificate Balance or aggregate Notional
      Balance, as the case may be, of each Class of Regular Certificates, before
      and after giving effect to the distributions made on such Distribution
      Date, separately identifying any reduction in the aggregate Certificate
      Balance (or, in the case of the Class A-X and Class A-SP Certificates, the
      aggregate Notional Balance) of each such Class due to any Collateral
      Support Deficit;

            (v) the Pass-Through Rate for each Class of Certificates applicable
      to such Distribution Date;

            (vi) the number of outstanding Loans and the aggregate unpaid
      principal balance of the Loans at the close of business on the related
      Determination Date;

            (vii) the number and aggregate unpaid principal balance of Loans (A)
      delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C) delinquent 90
      days or more, (D) that are Specially Serviced Loans and not delinquent,
      (E) as to which foreclosure proceedings have been commenced or (F) with
      respect to which the related Borrowers are in bankruptcy;

            (viii) with respect to any REO Loan as to which the related
      Mortgaged Property became an REO Property during the preceding calendar
      month, the city, state, property type, latest Debt Service Coverage Ratio,
      Stated Principal Balance and the unpaid principal balance of such Loan;

            (ix) as to any Loan repurchased by a Mortgage Loan Seller or
      otherwise liquidated or disposed of during the related Due Period, (A) the
      Loan Number of the related Loan and (B) the amount of proceeds of any
      repurchase of a Loan, Liquidation Proceeds and/or other amounts, if any,
      received thereon during the related Due Period and the portion thereof
      included in the related Available Distribution Amount for such
      Distribution Date;

            (x) with respect to any REO Property included in the Trust Fund at
      the close of business on the related Due Date (A) the Loan Number of the
      related Loan, (B) the value of such REO Property based on the most recent
      Appraisal or valuation, and (C) the aggregate amount of income and other
      revenues collected by the Special Servicer with respect to such REO
      Property during the related Due Period and the portion thereof included in
      the related Available Distribution Amount for such Distribution Date;

            (xi) with respect to any REO Property sold or otherwise disposed of
      during the related Due Period and for which a Final Recovery Determination
      has been made, (A) the Loan Number of the related Loan, (B) the amount of
      sale proceeds and other amounts, if any, received in respect of such REO
      Property during the related Due Period and the portion thereof included in
      the related Available Distribution Amount for such Distribution Date and
      (C) the date of the Final Recovery Determination;

            (xii) the amount of Principal Prepayments (in the aggregate) made
      during the related Due Period, the amount of any Yield Maintenance Charges
      (in the aggregate) paid during the related Due Period and the aggregate
      amount of any Prepayment Interest Shortfalls not covered by the Master
      Servicer for such Distribution Date;

            (xiii) the amount of Servicing Advances and P&I Advances outstanding
      (net of reimbursed Advances) which have been made by the Master Servicer
      or the Trustee in the aggregate and by Mortgaged Property or Loan, as the
      case may be;

            (xiv) the aggregate amount of Master Servicing Fees and Primary
      Servicing Fees retained by or paid to the Master Servicer or any Primary
      Servicer and Special Servicing Fees retained by or paid to the Special
      Servicer during the related Due Period;

            (xv) the amount of any Appraisal Reduction Amounts allocated during
      the related Due Period on a loan-by-loan basis; the total Appraisal
      Reduction Amounts allocated during the related Due Period; and the total
      Appraisal Reduction Amounts as of such Distribution Date on a loan-by-loan
      basis;

            (xvi) the Collateral Support Deficit, if any for such Distribution
      Date;

            (xvii) Trust Fund expenses incurred during the related Due Period;

            (xviii) the amount of Collateral Support Deficit; and

            (xix) ratings of the Rating Agencies on all applicable Classes of
      Certificates.

            In the case of information furnished pursuant to subclauses (i),
(ii) and (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per $1,000 of
original Certificate Balance or Notional Balance, as the case may be.

            Within a reasonable period of time after the end of each calendar
year, the Trustee shall make available, and, upon written request, send to each
Person who at any time during the calendar year was a Certificateholder of
record, a report summarizing on an annual basis (if appropriate) the items
provided to Certificateholders pursuant to clauses (i), (ii) and (iii) above and
such other information as may be required to enable such Certificateholders to
prepare their federal income tax returns. Such information shall include the
amount of original issue discount accrued on each Class of Certificates held by
Persons other than Holders exempted from the reporting requirements and
information regarding the expenses of the Trust. Such requirement shall be
deemed to be satisfied to the extent such information is provided pursuant to
applicable requirements of the Code from time to time in force.

            (b) On or prior to each Distribution Date, based on information
provided in reports prepared by the Master Servicer and the Special Servicer and
delivered to the Trustee in accordance herewith, the Trustee shall make
available via the Website or, upon request, forward to any interested party (i)
the related Statement to Certificateholders, (ii) the CMSA Loan Periodic Update
File, CMSA Loan Setup File, CMSA Bond Level File and CMSA Collateral Summary
File, (iii) the Unrestricted Master Servicer Reports and (iv) as a convenience
for interested parties (and not in furtherance of the distribution thereof under
the securities laws), the CMSA Financial File, the Prospectus Supplement, the
Prospectus and this Agreement.

            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 Trustee in accordance herewith, the
Trustee shall make available via the Website or, upon request, forward, solely
to Privileged Persons, (i) the Restricted Master Servicer Reports and (ii) the
CMSA Property File.

            No less often than on a monthly basis, each of the Master Servicer
and the Special Servicer shall, without charge, make a knowledgeable Servicing
Officer available to answer questions from the Directing Certificateholder
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 of the Master Servicer and the Special Servicer
shall condition such disclosure upon the Directing Certificateholder entering
into a reasonable and customary confidentiality agreement reasonably acceptable
to such servicer regarding such disclosure to it.

            The Master Servicer and the Special Servicer shall not be required
to confirm, represent or warrant the accuracy or completeness of any other
Person's information or report included in any communication from the Master
Servicer or the Special Servicer under this Agreement.

            The Trustee shall not be liable for the dissemination of information
in accordance with this Section 4.02(b). The Trustee makes no representations or
warranties as to the accuracy or completeness of any report, document,
questions, answer, special event, or other information made available on the
Website and assumes no responsibility therefor. In addition, the Trustee may
disclaim responsibility for any information distributed by the Trustee for which
it is not the original source.

            In connection with providing access to the respective Website, the
Trustee or Master Servicer, as applicable, may require registration and the
acceptance of a disclaimer.

            (c) The Trustee shall make available at its offices, during normal
business hours, upon not less than ten Business Days' prior written notice, for
review by any Certificateholder, any prospective investor in a Certificate, the
Depositor, the Master Servicer, the Special Servicer, any Rating Agency and any
other Person to whom the Depositor believes such disclosure is appropriate,
originals or copies of documents relating to the Loans and any related REO
Properties to the extent in its possession, including, without limitation, the
following items (except to the extent prohibited by applicable law or by the
terms of any of the Mortgage Documents): (i) this Agreement and any amendments
thereto; (ii) all Statements to Certificateholders delivered to the
Certificateholders since the Closing Date; (iii) all annual Officers'
Certificates and all accountants' reports delivered by the Master Servicer or
Special Servicer to the Trustee since the Closing Date regarding compliance with
the relevant agreements; (iv) any and all Officers' Certificates and other
evidence delivered to or by the Trustee to support the Master Servicer's or the
Trustee's, as the case may be, determination that any Advance, if made, would be
a Nonrecoverable Advance; and (v) any other materials not otherwise required to
be provided to a requesting Certificateholder pursuant to this Agreement, in
situations where such requesting Certificateholder declined to enter into a
confidentiality agreement with the Master Servicer. The Trustee shall make
available at its offices, during normal business hours, upon not less than ten
Business Days' prior written notice, for review by any Certificateholder, any
prospective investor in a Certificate, the Depositor, the Trustee, the Master
Servicer, the Special Servicer, any Rating Agency and any other Person to whom
the Depositor believes such disclosure is appropriate, originals or copies of
any and all modifications, waivers and amendments of the terms of a Loan entered
into by the Master Servicer and/or the Special Servicer and delivered to the
Trustee. The Master Servicer shall cooperate with the Trustee to make any of the
above-mentioned items available to any Certificateholder upon its request and
payment by it of reasonable costs. Copies of any and all of the foregoing items
will be available from the Trustee upon written request therefor. The Trustee
will be permitted to require payment by the requesting party (other than a
Rating Agency) of a sum sufficient to cover the reasonable costs and expenses of
making such information available and providing any copies thereof. The
Trustee's obligation under this Section 4.02(c) to make available any document
is subject to the Trustee's receipt of such document.

            (d) Notwithstanding the foregoing provisions of this Article 4.02,
the Trustee shall not be required to provide the full reporting provided for in
Sections 4.02(b) and (c) unless and until the Master Servicer provides its
related reporting to the Trustee in CMSA format.

            (e) The Master Servicer and the Special Servicer shall not be
required to conduct research or obtain information that is not available to the
Master Servicer or the Special Servicer, respectively, in the ordinary course of
its servicing activities hereunder. In addition, the Master Servicer and the
Special Servicer shall not be required to (i) answer commercially unreasonable
questions, (ii) answer questions relating to matters that extend beyond the
scope of its duties as Master Servicer or Special Servicer, respectively, (iii)
answer questions that would, in the Master Servicer's or the Special Servicer's
sole discretion, require the Master Servicer or the Special Servicer to devote
an unreasonable amount of time or resources to answer, (iv) disclose information
that would violate the terms of any of the Loan Documents or applicable law or
initiate contact with Borrowers or third parties except in connection with the
ordinary course of its servicing duties hereunder or (v) express opinions or
make recommendations under this Section 4.02(b) (it being understood that the
Master Servicer and the Special Servicer may limit their responses to factual
matters). The provision of information hereunder by the Master Servicer and the
Special Servicer shall be subject to Section 3.27(d) and Section 3.27(f), as
applicable.

            Section 4.03 P&I Advances.

            (a) On or before 3:00 p.m. New York City time on each P&I Advance
Date, the Master Servicer shall (i) remit to the Trustee for deposit into the
REMIC I Distribution Account from its own funds an amount equal to the aggregate
amount of P&I Advances, if any, to be made in respect of the related
Distribution Date, (ii) apply amounts held in the Collection Account that are
not required to be part of the Available Distribution Amount for such
Distribution Date or (iii) make P&I Advances in the form of any combination of
(i) and (ii) aggregating the total amount of P&I Advances to be made. Any
amounts held in the Collection Account not required to be a part of the
Available Distribution Amount for such Distribution Date and so used to make P&I
Advances shall be appropriately reflected in the Master Servicer's records and
replaced by the Master Servicer by deposit in the Collection Account on or
before the next succeeding P&I Advance Determination Date (to the extent not
previously replaced through the deposit of Late Collections of the delinquent
principal and/or interest in respect of which such P&I Advances were made).

            (b) Subject to Section 4.03(c) and (e) below, the aggregate amount
of P&I Advances to be made by the Master Servicer with respect to any
Distribution Date shall equal the aggregate of: (i) all Monthly Payments (in
each case, net of related Primary Servicing Fees, Master Servicing Fees and
Workout Fees, if any), other than Balloon Payments, that were due during any
related Due Period and delinquent as of the close of business on the
Determination Date preceding the related P&I Advance Date (or not advanced by
any Sub-Servicer on behalf of the Master Servicer); and (ii) with respect to
each Loan as to which the related Balloon Payment was due during or prior to the
related Due Period and was delinquent as of the end of the related Due Period
(including any REO Loan as to which the Balloon Payment would have been past
due), an amount equal to the Assumed Scheduled Payment therefor (in each case,
net of related Primary Servicing Fees, Master Servicing Fees and Workout Fees,
if any). All P&I Advances for any Loans that have been modified shall be
calculated on the basis of their terms as modified. Subject to subsection (c)
and (e) below, the obligation of the Master Servicer to make such P&I Advances
is mandatory and, with respect to any Loan or REO Loan, shall continue until the
Distribution Date on which the proceeds, if any, received in connection with a
Liquidation Event with respect thereto are to be distributed.

            (c) Notwithstanding anything herein to the contrary, neither the
Master Servicer nor the Trustee shall be required to make a P&I Advance, if the
Master Servicer or the Trustee determines, in accordance with the definition
thereof, that any such P&I Advance would be a Nonrecoverable Advance. The
Trustee may conclusively rely on any determination of nonrecoverability by the
Master Servicer. The Special Servicer shall not be required to make P&I Advances
under this Agreement. On the fourth Business Day before each Distribution Date,
the Special Servicer shall report to the Master Servicer the Special Servicer's
determination as to whether each P&I Advance made with respect to any previous
Distribution Date or required to be made with respect to such Distribution Date
with respect to any Specially Serviced Loan or REO Loan is a Nonrecoverable P&I
Advance. The Master Servicer shall be entitled to conclusively rely on (but
shall not be bound by) such determination.

            (d) In connection with the recovery of any P&I Advance out of the
Collection Account pursuant to Section 3.05(a), the Master Servicer shall be
entitled to pay itself or the Trustee, as the case may be, out of any amounts
then on deposit in the Collection Account, interest at the Reimbursement Rate in
effect from time to time, accrued on the amount of such P&I Advance from the
date made to but not including the date of reimbursement; provided, that such
interest shall not accrue on such P&I Advance made in respect of a delinquent
Monthly Payment until after the expiration of any applicable grace period
relating thereto. The Master Servicer shall reimburse itself or the Trustee, as
the case may be, for any outstanding P&I Advance as soon as practicably possible
after funds available for such purpose are deposited in the Collection Account.
The Master Servicer shall prepare and make available to Certificateholders, upon
request, a report concerning Advances in the form appearing on the Statement to
Certificateholders in respect of such information.

            (e) Notwithstanding the foregoing, (i) neither the Master Servicer
nor the Trustee shall be required or permitted to make an advance for Penalty
Charges, Yield Maintenance Charges, Balloon Payments or Excess Interest, (ii)
the amount required to be advanced in respect of the interest portion of
delinquent Monthly Payments and Assumed Scheduled Payments on any Loan that has
been subject to an Appraisal Reduction will equal, with respect to any
Distribution Date, the amount of interest that would be required to be advanced
by the Master Servicer without giving effect to the Appraisal Reduction Amount,
multiplied by a fraction, the numerator of which is equal to the Stated
Principal Balance of the Loan, net of the Appraisal Reduction Amount, and the
denominator of which is equal to the Stated Principal Balance of the Loan, for
such Distribution Date, and (iii) if the monthly payment on any Loan has been
reduced or the final maturity extended, in connection with a bankruptcy or
similar proceeding involving the related Borrower or a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section 3.20,
and the monthly payment due and owing during the extension period is less than
the amount of the Monthly Payments prior to such modification, then the Master
Servicer shall, as to such Loan only, advance only the amount of the Monthly
Payment due and owing after taking into account such reduction (net of related
Primary Servicing Fees, Master Servicing Fees and Workout Fees), in the event of
subsequent delinquencies thereon.

            Section 4.04 Allocation of Collateral Support Deficit.

            (a) On each Distribution Date, immediately following the
distributions to be made on such date pursuant to Section 4.01, the Trustee
shall calculate the amount, if any, by which (i) the aggregate Stated Principal
Balance of the Loans and any REO Loans expected to be outstanding immediately
following such Distribution Date is less than (ii) the then aggregate
Certificate Balance of the Regular Certificates after giving effect to
distributions of principal on such Distribution Date (any such deficit, the
"Collateral Support Deficit"). Any allocation of Collateral Support Deficit to a
Class of Regular Certificates shall be made by reducing the Certificate Balance
thereof by the amount so allocated. Any Collateral Support Deficit allocated to
a Class of Regular Certificates shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced
thereby. The allocation of Collateral Support Deficit shall constitute an
allocation of losses and other shortfalls experienced by the Trust Fund.
Reimbursement of previously allocated Collateral Support Deficit will not
constitute distributions of principal for any purpose and will not result in an
additional reduction in the Certificate Balance of the Class of Certificates in
respect of which any such reimbursement is made.

            (b) On each Distribution Date, the Certificate Balances of the
Regular Certificates will be reduced without distribution to the extent of any
Collateral Support Deficit, if any, allocable to such Certificates with respect
to such Distribution Date. Such reductions shall be allocated among the
respective Certificates as follows: first, to the Class S Certificates, second,
to the Class Q Certificates; third, to the Class P Certificates; fourth, to the
Class O Certificates; fifth, to the Class N Certificates; sixth, to the Class M
Certificates; seventh, to the Class L Certificates, eighth, to the Class K-Z
Certificates, ninth, to the Class J-AD Certificates, tenth, to the Class H
Certificates, eleventh, to the Class G Certificates, twelfth, to the Class F
Certificates, thirteenth, to the Class E Certificates, fourteenth, to the Class
D Certificates, fifteenth, to the Class C Certificates and sixteenth, to the
Class B Certificates, in each case, until the remaining Certificate Balance of
each such Class of Certificates has been reduced to zero. Following the
reduction of the Certificate Balances of all such Classes to zero, any remaining
Collateral Support Deficit shall be allocated among the Class A-1, Class A-2 and
Class A-3 Certificates, pro rata (based upon the Certificate Balance of each
such Class), until the remaining Certificate Balances of such Classes have been
reduced to zero. Any Collateral Support Deficit allocated to a Class of
Certificates will be allocated among respective Certificates of such Class in
proportion to the Percentage Interests evidenced thereby. Any Collateral Support
Deficit allocated to the Class A-3 Certificates shall be allocated, first, to
the Class A-3A Component until its Component Notional Balance is reduced to
zero, and then, to the Class A-3B Component.

            (c) On each Distribution Date, following the deemed distributions to
be made in respect of the REMIC IV Regular Interests on such date pursuant to
Section 4.01(k), the Trustee shall cause the Uncertificated Principal Balances
of the Sequential Pay REMIC IV Regular Interests to be reduced in the amount and
in respect of the Collateral Support Deficit. Any such reduction shall reduce
the Uncertificated Principal Balances of the following groups of Sequential Pay
REMIC IV Regular Interests in the following order of priority: (i) REMIC IV
Regular Interest S-Major, REMIC IV Regular Interest S-Minor and REMIC IV Regular
Interest LT-IV-Minor, in a proportion of 98:1:1, respectively, until the
Uncertificated Principal Balances of REMIC IV Regular Interests S-Major and
S-Minor are reduced to zero; (ii) REMIC IV Regular Interest Q-Major, REMIC IV
Regular Interest Q-Minor and REMIC IV Regular Interest LT-IV-Minor, in a
proportion of 98:1:1, respectively, until the Uncertificated Principal Balances
of REMIC IV Regular Interests Q-Major and Q-Minor are reduced to zero; (iii)
REMIC IV Regular Interest P-Major, REMIC IV Regular Interest P-Minor and REMIC
IV Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively, until
the Uncertificated Principal Balances of REMIC IV Regular Interests P-Major and
P-Minor are reduced to zero; (iv) REMIC IV Regular Interest O-Major, REMIC IV
Regular Interest O-Minor and REMIC IV Regular Interest LT-IV-Minor, in a
proportion of 98:1:1, respectively, until the Uncertificated Principal Balances
of REMIC IV Regular Interests O-Major and O-Minor are reduced to zero; (v) REMIC
IV Regular Interest N-Major, REMIC IV Regular Interest N-Minor and REMIC IV
Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively, until the
Uncertificated Principal Balances of REMIC IV Regular Interests N-Major and
N-Minor are reduced to zero; (vi) REMIC IV Regular Interest M-Major, REMIC IV
Regular Interest M-Minor and REMIC IV Regular Interest LT-IV-Minor, in a
proportion of 98:1:1, respectively, until the Uncertificated Principal Balances
of REMIC IV Regular Interests M-Major and M-Minor are reduced to zero; (vii)
REMIC IV Regular Interest L-Major, REMIC IV Regular Interest L-Minor and REMIC
IV Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively, until
the Uncertificated Principal Balances of REMIC IV Regular Interests L-Major and
L-Minor are reduced to zero; (viii) REMIC IV Regular Interest J-Major, REMIC IV
Regular Interest J-Minor and REMIC IV Regular Interest LT-IV-Minor, in a
proportion of 98:1:1, respectively, until the Uncertificated Principal Balances
of REMIC IV Regular Interests J-Major and J-Minor are reduced to zero; provided,
that if REMIC IV Regular Interest J-Minor has been reduced to zero while REMIC
IV Regular Interest J-Major is outstanding, any allocation that would reduce
REMIC IV Regular Interest J-Minor below zero will instead be allocated to REMIC
IV Regular Interest LT-IV-Minor; (ix) REMIC IV Regular Interest H-Major, REMIC
IV Regular Interest H-Minor and REMIC IV Regular Interest LT-IV-Minor, in a
proportion of 98:1:1, respectively, until the Uncertificated Principal Balances
of REMIC IV Regular Interests H-Major and H-Minor are reduced to zero; (x) REMIC
IV Regular Interest G-Major, REMIC IV Regular Interest G-Minor and REMIC IV
Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively, until the
Uncertificated Principal Balances of REMIC IV Regular Interests G-Major and
G-Minor are reduced to zero; (xi) REMIC IV Regular Interest F-Major, REMIC IV
Regular Interest F-Minor and REMIC IV Regular Interest LT-IV-Minor, in a
proportion of 98:1:1, respectively, until the Uncertificated Principal Balances
of REMIC IV Regular Interests F-Major and F-Minor are reduced to zero; (xii)
REMIC IV Regular Interest E-Major, REMIC IV Regular Interest E-Minor and REMIC
IV Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively, until
the Uncertificated Principal Balances of REMIC IV Regular Interests E-Major and
E-Minor are reduced to zero; (xiii) REMIC IV Regular Interest D-Major, REMIC IV
Regular Interest D-Minor and REMIC IV Regular Interest LT-IV-Minor, in a
proportion of 98:1:1, respectively, until the Uncertificated Principal Balances
of REMIC IV Regular Interests D-Major and D-Minor are reduced to zero; (xiv)
REMIC IV Regular Interest C-Major, REMIC IV Regular Interest C-Minor and REMIC
IV Regular Interest LT-IV-Minor, in a proportion of 98:1:1, respectively, until
the Uncertificated Principal Balances of REMIC IV Regular Interests C-Major and
C-Minor are reduced to zero; and (xv) REMIC IV Regular Interest B-Major, REMIC
IV Regular Interest B-Minor and REMIC IV Regular Interest LT-IV-Minor, in a
proportion of 98:1:1, respectively, until the Uncertificated Principal Balances
of REMIC IV Regular Interests B-Major and B-Minor are reduced to zero. If there
is any remaining Collateral Support Deficit with respect to the REMIC IV Regular
Interests after the foregoing reductions, the then respective Uncertificated
Principal Balances of the following groups of REMIC IV Regular Interests shall
be reduced on a pro rata basis in accordance with such Uncertificated Principal
Balances until any such remaining Collateral Support Deficit is eliminated: (i)
REMIC IV Regular Interest LT-IV-Minor; (ii) REMIC IV Regular Interests A-1-Major
and A-1-Minor; (iii) REMIC IV Regular Interests A-2-Major, A-2-Minor; and (iv)
REMIC IV Regular Interests A-3-Major and A-3-Minor. Any such reductions in the
Uncertificated Principal Balances of REMIC IV Regular Interests A-1-Major and
A-1-Minor, REMIC IV Regular Interests A-2-Major and A-2-Minor or REMIC IV
Regular Interests A-3-Major and A-3-Minor, respectively, shall be made in a
proportion of 98:1, as applicable.

            (d) On each Distribution Date, following the deemed distributions to
be made in respect of the REMIC III Regular Interests on such date pursuant to
Section 4.01(l), the Trustee shall cause the Uncertificated Principal Balances
of the Sequential Pay REMIC III Regular Interests to be reduced in the amount
and in respect of the Collateral Support Deficit. Any such reduction shall
reduce the Uncertificated Principal Balances of the following groups of
Sequential Pay REMIC III Regular Interests in the following order of priority:
(i) REMIC III Regular Interest S-Major, REMIC III Regular Interest S-Minor1 and
REMIC III Regular Interest S-Minor2, in a proportion of 98:1:1, respectively,
until the Uncertificated Principal Balances of such REMIC III Regular Interests
are reduced to zero; (ii) REMIC III Regular Interest Q-Major, REMIC III Regular
Interest Q-Minor1 and REMIC III Regular Interest Q-Minor2, in a proportion of
98:1:1, respectively, until the Uncertificated Principal Balances of such REMIC
III Regular Interests are reduced to zero; (iii) REMIC III Regular Interest
P-Major, REMIC III Regular Interest P-Minor1 and REMIC III Regular Interest
P-Minor2, in a proportion of 98:1:1, respectively, until the Uncertificated
Principal Balances of such REMIC III Regular Interests are reduced to zero; (iv)
REMIC III Regular Interest O-Major, REMIC III Regular Interest O-Minor1 and
REMIC III Regular Interest O-Minor2, in a proportion of 98:1:1, respectively,
until the Uncertificated Principal Balances of such REMIC III Regular Interests
are reduced to zero; (v) REMIC III Regular Interest N-Major, REMIC III Regular
Interest N-Minor1 and REMIC III Regular Interest N-Minor2, in a proportion of
98:1:1, respectively, until the Uncertificated Principal Balances of such REMIC
III Regular Interests are reduced to zero; (vi) REMIC III Regular Interest
M-Major, REMIC III Regular Interest M-Minor1 and REMIC III Regular Interest
M-Minor2, in a proportion of 98:1:1, respectively, until the Uncertificated
Principal Balances of such REMIC III Regular Interests are reduced to zero;
(vii) REMIC III Regular Interest L-Major, REMIC III Regular Interest L-Minor1
and REMIC III Regular Interest L-Minor2, in a proportion of 98:1:1,
respectively, until the Uncertificated Principal Balances of such REMIC III
Regular Interests are reduced to zero; (viii) REMIC III Regular Interest
J-Major, REMIC III Regular Interest J-Minor1 and REMIC III Regular Interest
J-Minor2, in a proportion of 98:1:1, respectively, until the Uncertificated
Principal Balances of such REMIC III Regular Interests are reduced to zero; (ix)
REMIC III Regular Interest H-Major, REMIC III Regular Interest H-Minor1 and
REMIC III Regular Interest H-Minor2, in a proportion of 98:1:1, respectively,
until the Uncertificated Principal Balances of such REMIC III Regular Interests
are reduced to zero; (x) REMIC III Regular Interest G-Major, REMIC III Regular
Interest G-Minor1 and REMIC III Regular Interest G-Minor2, in a proportion of
98:1:1, respectively, until the Uncertificated Principal Balances of such REMIC
III Regular Interests are reduced to zero; (xi) REMIC III Regular Interest
F-Major, REMIC III Regular Interest F-Minor1 and REMIC III Regular Interest
F-Minor2, in a proportion of 98:1:1, respectively, until the Uncertificated
Principal Balances of such REMIC III Regular Interests are reduced to zero;
(xii) REMIC III Regular Interest E-Major, REMIC III Regular Interest E-Minor1
and REMIC III Regular Interest E-Minor2, in a proportion of 98:1:1,
respectively, until the Uncertificated Principal Balances of such REMIC III
Regular Interests are reduced to zero; (xiii) REMIC III Regular Interest
D-Major, REMIC III Regular Interest D-Minor1 and REMIC III Regular Interest
D-Minor2, in a proportion of 98:1:1, respectively, until the Uncertificated
Principal Balances of such REMIC III Regular Interests are reduced to zero;
(xiv) REMIC III Regular Interest C-Major, REMIC III Regular Interest C-Minor1
and REMIC III Regular Interest C-Minor2, in a proportion of 98:1:1,
respectively, until the Uncertificated Principal Balances of such REMIC III
Regular Interests are reduced to zero; and (xv) REMIC III Regular Interest
B-Major, REMIC III Regular Interest B-Minor1 and REMIC III Regular Interest
B-Minor2, in a proportion of 98:1:1, respectively, until the Uncertificated
Principal Balances of such REMIC III Regular Interests are reduced to zero. If
there is any remaining Collateral Support Deficit with respect to the REMIC III
Regular Interests after the foregoing reductions, the then respective
Uncertificated Principal Balances of REMIC III Regular Interests A-1-Major,
A-1-Minor1 and A-1-Minor2, REMIC III Regular Interests A-2-Major, A-2-Minor1 and
A-2-Minor2, and REMIC III Regular Interests A-3-Major, A-3-Minor1 and A-3-Minor2
shall be reduced on a pro rata basis in accordance with the relative sizes of
such Uncertificated Principal Balances, until any such remaining Collateral
Support Deficit is reduced to zero. Any such reductions in the Uncertificated
Principal Balances of REMIC III Regular Interests A-1A-Major, A-1A-Minor1 and
A-1A-Minor2, REMIC III Regular Interests A-2-Major, A-2-Minor1 and A-2-Minor2,
or REMIC III Regular Interests A-3-Major, A-3-Minor1 and A-3-Minor2,
respectively, shall be made in a proportion of 98:1:1, as applicable.

            (e) On each Distribution Date, following the deemed distributions to
be made in respect of the REMIC II Regular Interests on such date pursuant to
Section 4.01(m), the Trustee shall cause the Uncertificated Principal Balances
of the Sequential Pay REMIC II Regular Interests to be reduced in the amount and
in respect of the Collateral Support Deficit. Any such reduction shall reduce
the Uncertificated Principal Balances of REMIC II Regular Interest S, REMIC II
Regular Interest Q, REMIC II Regular Interest P, REMIC II Regular Interest O,
REMIC II Regular Interest N, REMIC II Regular Interest M, REMIC II Regular
Interest L, REMIC II Regular Interest J, REMIC II Regular Interest H, REMIC II
Regular Interest G, REMIC II Regular Interest F, REMIC II Regular Interest E,
REMIC II Regular Interest M, REMIC II Regular Interest D, REMIC II Regular
Interest C and REMIC II Regular Interest B sequentially, in that order, in each
case, until such the Collateral Support Deficit or the related Uncertificated
Principal Balance is reduced to zero (whichever occurs first). If there is any
remaining Collateral Support Deficit with respect to the REMIC III Regular
Interests after the foregoing reductions, the then respective Uncertificated
Principal Balances of REMIC II Regular Interest A-1, REMIC II Regular Interest
A-2, REMIC II Regular Interest A-3A and REMIC II Regular Interest A-3B, shall be
reduced on a pro rata basis in accordance with the relative sizes of such
Uncertificated Principal Balances (provided, that any Collateral Support Deficit
allocated to REMIC II Regular Interest A-3A and REMIC II Regular Interest A-3B
shall be applied, first, to REMIC II Regular Interest A-3A until its
Uncertificated Principal Balance is reduced to zero, and then, to REMIC II
Regular Interest A-3B), until any such remaining Collateral Support Deficit is
reduced to zero.

            (f) On each Distribution Date, following the deemed distributions to
be made in respect of the REMIC I Regular Interests pursuant to Section 4.01(n),
the Uncertificated Principal Balance of each REMIC I Regular Interest (after
taking account of such deemed distributions) shall be reduced to equal the
Stated Principal Balance (or, if applicable in cases involving the substitution
of multiple Qualified Substitute Mortgage Loans, the aggregate Stated Principal
Balance) of each and every related Loan and/or REO Loan, as the case may be,
that will be outstanding immediately following such Distribution Date.

            Section 4.05 Reserved.

            Section 4.06 Reserved.

            Section 4.07 Grantor Trust Reporting.

            The parties intend that the portions of the Trust Fund consisting of
Excess Interest, the Excess Interest Distribution Account and the escrow account
established under Section 3.08(p) shall constitute, and that the affairs of the
Trust Fund (exclusive of the Trust REMICs) shall be conducted so as to qualify
such portions as, a "grantor trust" under the Code, and the provisions hereof
shall be interpreted consistently with this intention. In furtherance of such
intention, the Trustee shall furnish or cause to be furnished to Class V
Certificateholders information returns with respect to income relating to their
share of (i) Excess Interest and (ii) amounts deposited in, and expenses
withdrawn from, the escrow account established under Section 3.08(p), and such
other information as may be required pursuant to the Code, and shall file or
cause to be filed with the Internal Revenue Service, such information returns,
schedules and other information, together with Form 1041 or such other form as
may be applicable, at the time or times and in the manner required by the Code.

                                    ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates.

            (a) The Class A-X, Class A-SP, Class F, Class G, Class H, Class
J-AD, Class K-Z, Class L, Class M, Class N, Class O, Class P, Class Q and Class
S Certificates will be offered only to Qualified Institutional Buyers and
Non-U.S. Persons. Interests in the Class A-X, Class A-SP, Class F, Class G,
Class H, Class J-AD, Class K-Z, Class L, Class M, Class N, Class O, Class P,
Class Q and Class S Certificates will be offered in the form of beneficial
interests in restricted global certificates in definitive, fully registered form
without interest coupons, deposited with the Trustee, as custodian for DTC, and
registered in the name of Cede & Co. ("Cede"), DTC's nominee.

            Class A-X, Class A-SP, Class F, Class G, Class H, Class J-AD, Class
K-Z, Class L, Class M, Class N, Class O, Class P, Class Q and Class S
Certificates sold to Qualified Institutional Buyers will be represented by one
or more Private Global Certificates (each, a "Rule 144A Global Certificate").
Class A-X, Class A-SP, Class F, Class G, Class H, Class J-AD, Class K-Z, Class
L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates sold in
reliance on Regulation S under the Securities Act will be represented by one or
more Private Global Certificates (each, a "Regulation S Global Certificate").
Beneficial interests in a Regulation S Global Certificate may be held only
through Euroclear or Clearstream at any time and may not be held by a U.S.
Person at any time.

            (b) The Certificates shall be substantially in the respective forms
annexed hereto as Exhibits A-1 through and including A-8. The Certificates shall
be issuable in registered form only; provided, however, that in accordance with
Section 5.03, beneficial ownership interests in the Regular Certificates (other
than the Private Definitive Certificates) shall initially be held and
transferred through the book-entry facilities of the Depository. The Class V and
Class R Certificates, and all Private Definitive Certificates, shall be issuable
as Definitive Certificates. Each Certificate shall share ratably in all rights
of the related Class.

            The Class A-X and Class A-SP Certificates shall be issuable only in
Denominations of authorized initial Notional Balance of not less than $10,000
and integral multiples of $1 in excess thereof. The Public Certificates will be
issuable only in Denominations of authorized initial Certificate Balance of not
less than $10,000 and integral multiples of $1 in excess thereof. The Private
Certificates (other than the Class N, Class O, Class P, Class Q, Class R and
Class S Certificates) will be issuable only in Denominations of authorized
initial Certificate Balance of not less than $10,000 and integral multiples of
$1 in excess thereof. The Class N, Class O, Class P, Class Q and Class S
Certificates will be issuable only in Denominations of authorized initial
Certificate Balance of not less than $100,000 and integral multiples of $1 in
excess thereof. The Class V and Class R Certificates will be issuable only as
one or more Definitive Certificates in Denominations representing Percentage
Interests of not less than 15%.

            With respect to any Certificate or any beneficial interest in a
Certificate, the "Denomination" thereof shall be (i) the amount set forth on the
face thereof or on a schedule attached thereto, (ii) in the case of any
beneficial interest in a Book-Entry Certificate, the interest of the related
Certificate Owner in the applicable Class of Certificates as reflected on the
books and records of the Depository or related Depository Participants, as
applicable, (iii) expressed in terms of initial Certificate Balance or initial
Notional Balance, as applicable, and (iv) in an authorized Denomination, as set
forth above. The Book-Entry Certificates will be issued as one or more
certificates registered in the name of a nominee designated by the Depository,
and Certificate Owners will hold interests in the Book-Entry Certificates
through the book-entry facilities of the Depository in the minimum Denominations
and aggregate Denominations as set forth above.

            A Certificate Owner of a Private Global Certificate shall be
entitled to receive a Definitive Certificate representing its interest in such
Certificate in accordance with the procedures described in Section 5.03(c). No
Certificate Owner of a Public Certificate of any Class shall be entitled to
receive a Definitive Certificate representing its interest in such Class, except
as provided in Section 5.03(d). Unless and until Definitive Certificates are
issued in respect of a Class of Public Certificates, or in substitution for a
Certificate that is a Private Global Certificate, beneficial ownership interests
in such Class of Certificates, or in such Private Global Certificate, shall be
maintained and transferred on the book-entry records of the Depository and
Depository Participants, and all references to actions by Holders of such Class
of Certificates, or Holders of such Private Global Certificates, shall be
references to actions taken by the Depository upon instructions received from
the related registered Holders of Certificates through the Depository
Participants in accordance with the Depository's procedures and, except as
otherwise set forth herein, all references herein to payments, notices, reports
and statements to Holders of such Class of Certificates, or Holders of Private
Global Certificates, shall be references to payments, notices, reports and
statements to the Depository or its nominee as the registered Holder thereof,
for distribution to the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository's procedures.

            (c) The Certificates shall be executed by manual or facsimile
signature on behalf of the Certificate Registrar by an authorized signatory.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the authorized signatories of the Certificate Registrar shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. The Trustee is
hereby initially appointed Authenticating Agent with power to act on the
Trustee's behalf in the authentication and delivery of the Certificates in
connection with transfers and exchanges as herein provided. If the
Authenticating Agent resigns or is terminated, the Trustee shall appoint a
successor Authenticating Agent which may be the Trustee or an Affiliate thereof.

            (d) Any of the Certificates may be issued with appropriate
insertions, omissions, substitutions and variations, and may have imprinted or
otherwise reproduced thereon such legend or legends, not inconsistent with the
provisions of this Agreement, as may be required to comply with any law or with
rules or regulations pursuant thereto, or with the rules of any securities
market in which the Certificates are admitted to trading, or to conform to
general usage.

            (e) If the Trust Fund ceases to be subject to Section 13 or 15(d) of
the Exchange Act, the Trustee shall make available to each Holder of a Class R
Certificate, upon request of such a Holder, information substantially equivalent
in scope to the information currently filed by the Trustee with the Commission
pursuant to the Exchange Act, plus such additional information required to be
provided for securities qualifying for resales under Rule 144A under the Act.

            For so long as the Class R Certificates remain outstanding, neither
the Depositor nor the Trustee nor the Certificate Registrar shall take any
action which would cause the Trust Fund to fail to be subject to Section 15(d)
of the Exchange Act.

            Section 5.02 Registration of Transfer and Exchange of Certificates.

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed Certificate Registrar for the purpose
of registering Certificates and transfers and exchanges of Certificates as
herein provided. The Certificate Registrar may appoint, by a written instrument
delivered to the Depositor, the Trustee, the Special Servicer and the Master
Servicer, any other bank or trust company to act as Certificate Registrar under
such conditions as the predecessor Certificate Registrar may prescribe, provided
that the predecessor Certificate Registrar shall not be relieved of any of its
duties or responsibilities hereunder by reason of such appointment.

            If Wells Fargo Bank Minnesota, N.A., resigns as Trustee, the entity
succeeding Wells Fargo Bank Minnesota, N.A., as Trustee shall immediately
succeed to its predecessor's duties as Certificate Registrar. The Depositor, the
Trustee, the Master Servicer and the Special Servicer shall have the right to
inspect the Certificate Register or to obtain a copy thereof at all reasonable
times, and to rely conclusively upon a certificate of the Certificate Registrar
as to the information set forth in the Certificate Register. The names and
addresses of all Certificateholders and the names and addresses of the
transferees of any Certificates shall be registered in the Certificate Register;
provided, however, in no event shall the Certificate Registrar be required to
maintain in the Certificate Register the names of Certificate Owners. In
addition, upon the request of the Depositor, the Master Servicer or the Special
Servicer (and at such requesting party's expense), the Trustee shall acquire
from DTC (which request may be made to the proxy unit of DTC's reorganization
department) a Security Position Listing and deliver a copy of such Security
Position Listing to such requesting party.

            The Person in whose name any Certificate is so registered shall be
deemed and treated as the sole owner and Holder thereof for all purposes of this
Agreement and the Certificate Registrar, the Master Servicer, the Trustee, the
Special Servicer and any agent of any of them shall not be affected by any
notice or knowledge to the contrary. A Definitive Certificate is transferable or
exchangeable only upon the surrender of such Certificate to the Certificate
Registrar at the Corporate Trust Office (the "Registrar Office") together with
an assignment and transfer (executed by the Holder or his duly authorized
attorney).

            Subject to the requirements of this Section 5.02, the Certificate
Registrar shall execute and authenticate in the name of the designated
transferee or transferees, in the case of a Definitive Certificate being
surrendered in exchange for one or more new Definitive Certificates, one or more
new Certificates in Denominations equal in the aggregate to the Denomination of
the Definitive Certificate being surrendered. Such new Certificates shall be
delivered by the Certificate Registrar in accordance with Section 5.02(h).

            Each Certificate surrendered for registration of transfer shall be
canceled, and the Certificate Registrar shall hold such canceled Certificate in
accordance with its standard procedures.

            (b) No transfer of any Private Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer (other than one by the Depositor to
an Affiliate thereof) of a Private Certificate is to be made in reliance upon an
exemption from the Securities Act, and under the applicable state securities
laws, then:

            (i) the Certificate Registrar shall require the transferee to
      deliver to the Certificate Registrar an investment representation letter
      substantially in the form of Exhibit C-1 attached hereto (a "QIB
      Investment Representation Letter"), which shall certify, among other
      things, that the transferee is a "qualified institutional buyer" as
      defined in Rule 144A under the Securities Act (a "Qualified Institutional
      Buyer");

            (ii) the Certificate Registrar shall require the transferee to
      deliver to the Certificate Registrar an investment representation letter
      substantially in the form of Exhibit C-2 attached hereto (a "Regulation S
      Investment Representation Letter"), which will certify, among other
      things, that the transferee is not a "U.S. Person" within the meaning of
      Regulation S under the Securities Act; or

            (iii) the Certificate Registrar shall require the transferee to
      deliver to the Certificate Registrar an investment representation letter
      substantially in the form of Exhibit C-3 attached hereto, which shall
      certify, among other things, that the transferee is an institutional
      "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
      the Securities Act or an entity in which all the equity owners satisfy
      such requirements (an "Institutional Accredited Investor") and is
      acquiring such Private Certificate for investment, either for its own
      account (and not for the account of others) or as a fiduciary or agent for
      others (which others also are Accredited Investors), and not with a view
      to, or for offer or sale in connection with, the public distribution
      thereof.

            If the certification described in the preceding clause (i), (ii) or
(iii) cannot be provided, (a) the Certificate Registrar shall require an Opinion
of Counsel reasonably satisfactory to the Certificate Registrar and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from registration or
qualification under the Securities Act, applicable state securities laws and
other relevant laws, which Opinion of Counsel shall not be at the expense of the
Trust Fund, the Certificate Registrar, the Depositor or the Trustee and (b) the
Certificate Registrar shall require the transferor (other than the initial
Purchasers, in connection with their initial transfer of the Certificate being
transferred) to execute a certification in form and substance satisfactory to
the Certificate Registrar setting forth the facts surrounding such transfer;
provided, however, that a transfer of a Private Certificate of any such Class
may be made to a trust if the transferor provides to the Certificate Registrar
and to the Trustee a certification that interests in such trust may only be
transferred subject to requirements substantially to the effect set forth in
this Section 5.02.

            The Trustee shall furnish, or cause to be furnished, upon the
request of any Holder of a Private Certificate, any such information in the
Trustee's possession as is specified in paragraph (d)(4) of Rule 144A with
respect to the Trust Fund, unless, at the time of such request, the entity with
respect to which such information is to be provided is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act. The Master Servicer
will be required to furnish to the Trustee, upon request, any such information
in the possession of the Master Servicer. None of the Depositor, the Trustee,
the Master Servicer, the Special Servicer or the Certificate Registrar is
obligated to register or qualify any Class of Private 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 Private Certificate
without registration or qualification. Any Holder of a Private Certificate
desiring to effect such a transfer shall, and does hereby agree to, indemnify
the Depositor, the Trustee, the Master Servicer, the Special Servicer and the
Certificate Registrar against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.
Unless the Certificate Registrar determines otherwise in accordance with
applicable law and the rules and procedures of, or applicable to, the Depository
(the "Depository Rules"), transfers of a beneficial interest Private Global
Certificate that is not rated in one of the top four rating categories by a
nationally recognized statistical rating organization may be effectuated only by
means of an "SRO Rule 144A System" approved for such purpose by the Commission.

            No Class V Certificate may be transferred to an Ineligible Class V
Owner.

            (c) Unless (with respect to the first two paragraphs) a Class of
Private Global Certificates has been registered under the Securities Act, each
Certificate of such Class shall bear a legend substantially to the following
effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
            ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
            CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
            BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
            ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
            SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
            FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE
            SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF
            AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
            CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
            STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION
            STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
            SECURITIES ACT, (B) FOR SO LONG AS THIS CERTIFICATE IS
            ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
            SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER
            REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
            AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
            REQUIREMENTS OF RULE 144A, (C) TO A PERSON WHO IS NOT A
            "U.S. PERSON" AS DEFINED IN REGULATION S UNDER THE
            SECURITIES ACT, (D) PURSUANT TO ANOTHER AVAILABLE
            EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
            SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES
            TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
            CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN
            THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

            THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT
            PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS
            CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE
            AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
            FORTH IN THE POOLING AND SERVICING AGREEMENT, AND SUCH
            HOLDER SHALL, AND EACH SUBSEQUENT PURCHASER IS REQUIRED
            TO NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF
            THE RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY
            PRECEDING PARAGRAPH. A TRANSFEREE IS ALSO REQUIRED TO
            DELIVER AN INVESTMENT REPRESENTATION LETTER
            SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING
            AND SERVICING AGREEMENT AND SHALL ALSO BE REQUIRED TO
            DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT
            A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
            RULE 144A AND IT IS A U.S. PERSON WITHIN THE MEANING OF
            RULE 902 UNDER REGULATION S.

            WITH RESPECT TO THE CLASS K-Z, CLASS L, CLASS M, CLASS
            N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES:
            THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE
            THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
            ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
            OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE
            RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
            ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF
            1986, AS AMENDED (THE "CODE"), OR ANY ESSENTIALLY
            SIMILAR FEDERAL STATE OR LOCAL LAW (A "SIMILAR LAW")
            (EACH A "PLAN"), OR (B) A COLLECTIVE INVESTMENT FUND IN
            WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY
            USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS
            WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED
            PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS
            OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH
            PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN
            INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
            ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
            SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE
            COMPANY WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED
            TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF
            ERISA, SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
            CHARACTERIZATION UNDER ANY SIMILAR LAW. TRANSFEREES OF
            THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM
            SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE
            FORM SET FORTH IN THE POOLING AND SERVICING AGREEMENT TO
            SUCH EFFECT OR (ii) IN THE EVENT THE TRANSFEREE IS SUCH AN
            ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL
            PROVIDE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
            SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OR HOLDING
            OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT
            RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE
            "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
            PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION
            PROVISIONS OF ERISA AND THE CODE OR SIMILAR LAW, WILL NOT
            CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN
            THE MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975
            OF THE CODE, AND WILL NOT SUBJECT THE SERVICER, THE
            SPECIAL SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY
            OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL
            INTEREST IN THIS CERTIFICATE SHALL BE DEEMED TO REPRESENT
            THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY
            PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH
            INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS
            OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
            PURCHASE AND THE SUBSEQUENT HOLDING OF THIS CERTIFICATE BY
            SUCH INSURANCE COMPANY WOULD NOT CONSTITUTE OR RESULT IN A
            PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406
            OR 407 OF ERISA SECTION 4975 OF THE CODE, OR A MATERIALLY
            SIMILAR CHARACTERIZATION UNDER ANY SIMILAR LAW.

            (d) Unless (with respect to the first two paragraphs) a Class of
Private Definitive Certificates has been registered under the Securities Act,
each Certificate of such Class shall bear a legend substantially to the
following effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
            ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
            CERTIFICATE NOR ANY INTEREST PARTICIPATION HEREIN MAY BE
            REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
            ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
            SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
            FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE
            SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF
            AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
            CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
            STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION
            STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
            SECURITIES ACT, (B) FOR SO LONG AS THIS CERTIFICATE IS
            ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
            SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER
            REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
            AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
            REQUIREMENTS OF RULE 144A, OR (C) PURSUANT TO ANOTHER
            AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
            OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING
            CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR
            TO THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM
            APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

            WITH RESPECT TO THE CLASS V CERTIFICATES ONLY: THE
            HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF
            AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
            CERTIFICATE TO ANY PERSON THAT IS AN "INELIGIBLE CLASS V
            OWNER" (AS DEFINED IN THE POOLING AND SERVICING
            AGREEMENT).

            THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT
            PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS
            CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE
            AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
            FORTH IN THE POOLING AND SERVICING AGREEMENT, AND SUCH
            HOLDER SHALL, AND EACH SUBSEQUENT PURCHASER IS REQUIRED
            TO NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF
            THE RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY
            PRECEDING PARAGRAPH. A TRANSFEREE IS ALSO REQUIRED TO
            DELIVER AN INVESTMENT REPRESENTATION LETTER
            SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING
            AND SERVICING AGREEMENT AND SHALL ALSO BE REQUIRED TO
            DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT
            A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
            RULE 144A.

            OTHER THAN WITH RESPECT TO ANY CLASS F, CLASS G, CLASS H
            OR CLASS J-AD CERTIFICATE, THIS CERTIFICATE SHOULD NOT
            BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
            BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING
            AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH
            IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
            ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE
            INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
            OR ANY ESSENTIALLY SIMILAR FEDERAL STATE OR LOCAL LAW (A
            "SIMILAR LAW") (EACH A "PLAN"), OR (B) A COLLECTIVE
            INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN
            INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR
            GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
            ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO
            INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON
            BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
            PLAN, OTHER THAN, EXCEPT IN THE CASE OF THE CLASS V
            CERTIFICATES OR THE RESIDUAL CERTIFICATES, AN INSURANCE
            COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
            CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT
            HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY
            WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED
            TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF
            ERISA, SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
            CHARACTERIZATION UNDER ANY SIMILAR LAW. TRANSFEREES OF
            THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM
            SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE
            FORM SET FORTH IN THE POOLING AND SERVICING AGREEMENT TO
            SUCH EFFECT OR (ii) IN THE EVENT THE TRANSFEREE IS SUCH
            AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, EXCEPT IN THE
            CASE OF A CLASS V CERTIFICATE OR RESIDUAL CERTIFICATE,
            WHICH MAY NOT BE TRANSFERRED UNLESS THE TRANSFEREE
            REPRESENTS IT IS NOT SUCH AN ENTITY, SUCH ENTITY SHALL
            PROVIDE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
            SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OR HOLDING
            OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT
            RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO
            BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
            RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED
            TRANSACTION PROVISIONS OF ERISA AND THE CODE OR SIMILAR
            LAW, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED
            TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF
            ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT
            THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE
            TRUSTEE OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY.
            THE TRANSFEREE OF A BENEFICIAL INTEREST IN AN OFFERED
            PRIVATE CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT
            IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN
            OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH
            INTEREST, OTHER THAN, EXCEPT IN THE CASE OF THE CLASS V
            CERTIFICATES OR THE RESIDUAL CERTIFICATES, AN INSURANCE
            COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
            CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT
            HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY
            WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED
            TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF
            ERISA SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
            CHARACTERIZATION UNDER ANY SIMILAR LAW.

            (e) With respect to any ERISA Restricted Certificate, Class V
Certificate or a Residual Certificate, no sale, transfer, pledge or other
disposition by any Holder of any such Certificate shall be made unless the
Certificate Registrar shall have received either (i) a representation letter
from the proposed purchaser or transferee of such Certificate to the effect that
such proposed purchaser or transferee is not (a) an employee benefit plan
subject to the fiduciary responsibility provisions of ERISA or Section 4975 of
the Code, or a governmental plan (as defined in Section 3(32) of ERISA) subject
to any federal, state or local law ("Similar Law") which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (each, a
"Plan") or (b) a person acting on behalf of or using the assets of any such Plan
(including an entity whose underlying assets include Plan assets by reason of
investment in the entity by such Plan and the application of Department of Labor
Regulation ss. 2510.3-101), other than (except in the case of a Class V
Certificate or Residual Certificate) an insurance company using the assets of
its general account under circumstances whereby the purchase and holding of such
Certificates by such insurance company would be eligible for the exemptive
relief from the prohibited transaction provisions of ERISA and Section 4975 of
the Code that is available under Sections I and III of Prohibited Transaction
Class Exemption 95-60 (it being understood that delivery of a representation
letter containing a representation substantially in the form of paragraph 8 of
Exhibit C-1 attached hereto shall satisfy the requirement of this Section
5.02(d)(i)), or (ii) (except in the case of a Class V Certificate) if such
Certificate is presented for registration in the name of a purchaser or
transferee that is any of the foregoing, an Opinion of Counsel in form and
substance satisfactory to the Trustee, the Certificate Registrar and the
Depositor to the effect that the acquisition and holding of such Certificate by
such purchaser or transferee will not constitute or result in a non-exempt
prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law
and will not subject the Trustee, the Certificate Registrar, the Master
Servicer, the Special Servicer, the Underwriters, the Initial Purchaser or the
Depositor to any obligation or liability (including obligations or liabilities
under ERISA, Section 4975 of the Code or any Similar Law) in addition to those
set forth in the Agreement.

            The Certificate Registrar shall not register the sale, transfer,
pledge or other disposition of any such Certificate unless the Certificate
Registrar has received either the representation letter described in clause (i)
above or the Opinion of Counsel described in clause (ii) above. The costs of any
of the foregoing representation letters or Opinions of Counsel shall not be
borne by any of the Depositor, the Master Servicer, the Special Servicer, the
Certificate Registrar, the Trustee and the Trust Fund. Each Certificate Owner of
an ERISA Restricted Certificate, a Class V Certificate and a Residual
Certificate shall be deemed to represent that it is not a Person specified in
clauses (i)(a), or (b) above. Any transfer, sale, pledge or other disposition of
any such Certificates that would constitute or result in a prohibited
transaction under ERISA, Section 4975 of the Code or any Similar Law, or would
otherwise violate the provisions of this Section 5.02(e) shall be deemed
absolutely null and void ab initio, to the extent permitted under applicable
law.

            (f) Notwithstanding any provision to the contrary herein, so long as
a Private Global Certificate remains outstanding and is held by or on behalf of
DTC, transfers of a Private Global Certificate, in whole or in part, shall only
be made in accordance with this Article V.

            (i) Regulation S Global Certificate to Rule 144A Global Certificate.
      If a holder of a beneficial interest in a Regulation S Global Certificate
      deposited with DTC wishes at any time to transfer its interest in such
      Regulation S Global Certificate to a Person who wishes to take delivery
      thereof in the form of a Rule 144A Global Certificate, such holder may,
      subject to the rules and procedures of Euroclear, Clearstream or DTC, as
      the case may be, exchange or cause the exchange of such interest for an
      equivalent beneficial interest in a Rule 144A Global Certificate. Upon
      receipt by the Trustee, as custodian for DTC, of (A) instructions from
      Euroclear, Clearstream or DTC, as the case may be, directing the Trustee,
      as such custodian, to cause to be issued a Rule 144A Global Certificate in
      an amount equal to the beneficial interest in such Regulation S Global
      Certificate, but not less than the minimum denomination applicable to such
      holder's Certificates to be exchanged, and (B) a certificate in the form
      of Exhibit C-1 attached hereto given by the holder of such beneficial
      interest and stating, among other things, that the Person transferring
      such beneficial interest in such Regulation S Global Certificate
      reasonably believes that the Person acquiring such interest in a Rule 144A
      Global Certificate is a qualified institutional buyer within the meaning
      of Rule 144A, is obtaining such beneficial interest in a transaction
      meeting the requirements of Rule 144A and in accordance with any
      applicable Securities laws of any State of the United States or any other
      applicable jurisdiction and that such Person acquiring such Rule 144A
      Global Certificate is a "U.S. person" as defined in Regulation S under the
      Securities Act, then Euroclear or Clearstream or the Trustee, as custodian
      for DTC, as the case may be, will instruct the Trustee, as custodian for
      DTC, to reduce the Regulation S Global Certificate by the aggregate
      principal amount of the Rule 144A Global Certificate to be transferred and
      the Trustee, as such custodian, shall authenticate and deliver such Rule
      144A Global Certificate, concurrently with such reduction, to the Person
      specified in such instructions with an outstanding principal amount equal
      to the reduction in the principal amount of the Regulation S Global
      Certificate.

            (ii) Rule 144A Global Certificate to Regulation S Global
      Certificate. If a holder of a beneficial interest in one or more Rule 144A
      Global Certificates wishes at any time to exchange its interest in such
      Rule 144A Global Certificate for an interest in a Regulation S Global
      Certificate, or to transfer its interest in such Rule 144A Global
      Certificate to a Person who wishes to take delivery thereof in the form of
      an interest in a Regulation S Global Certificate, such holder, provided
      such holder is not a U.S. Person, may exchange or cause the exchange of
      such interest for an equivalent beneficial interest in a Regulation S
      Global Certificate. Upon receipt by the Trustee, as custodian for DTC, of
      (A) such Rule 144A Global Certificate properly endorsed for such transfer
      and written instructions from such holder directing the Trustee, as such
      custodian, to cause to be credited a beneficial interest in a Regulation S
      Global Certificate in an amount equal to the beneficial interest in the
      Rule 144A Global Certificate, but not less than the minimum denomination
      applicable to such holder's Certificates held through a Regulation S
      Global Certificate, to be exchanged, (B) a written order containing
      information regarding the Euroclear or Clearstream account to be credited
      with such increase and (C) a certificate in the form of Exhibit C-2
      attached hereto given by the holder of such beneficial interest stating
      that the exchange or transfer of such interest has been made in compliance
      with the transfer restrictions applicable to the Private Global
      Certificates, including that the holder is not a U.S. Person, and pursuant
      to and in accordance with Regulation S under the Securities Act, the
      Trustee, as custodian for DTC, shall record the transfer in the Registrar
      Office and shall increase the principal amount of the Regulation S Global
      Certificate by the outstanding principal amount of the beneficial interest
      in the Rule 144A Global Certificate to be exchanged, and to credit, or
      cause to be credited to the account of the Person specified in such
      instructions, a beneficial interest in the Regulation S Global Certificate
      equal to the amount specified in the instructions received pursuant to
      clause (i) above.

            (g) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee under clause (ii) below to deliver
payments to a Person other than such Person. The rights of each Person acquiring
any Ownership Interest in a Residual Certificate are expressly subject to the
following provisions:

                  (A) No Person holding or acquiring any Ownership Interest in a
            Residual Certificate shall be a Disqualified Organization or agent
            thereof (including a nominee, middleman or similar person) (an
            "Agent"), a Plan or a Person acting on behalf of or investing the
            assets of a Plan (such Plan or Person, an "ERISA Prohibited Holder")
            or a Non-U.S. Person and shall promptly notify the Master Servicer,
            the Special Servicer, the Trustee and the Certificate Registrar of
            any change or impending change to such status;

                  (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 substantially in the form attached hereto as Exhibit D-1
            (a "Transfer Affidavit") from the proposed Transferee, in form and
            substance satisfactory to the Certificate Registrar, representing
            and warranting, among other things, that such Transferee is not a
            Disqualified Organization or Agent thereof, an ERISA Prohibited
            Holder or a Non-U.S. Person, and that it has reviewed the provisions
            of this Section 5.02(g) and agrees to be bound by them;

                  (C) Notwithstanding the delivery of a Transfer Affidavit by a
            proposed Transferee under clause (B) above, if a Responsible Officer
            of the Certificate Registrar has actual knowledge that the proposed
            Transferee is a Disqualified Organization or Agent thereof, an ERISA
            Prohibited Holder or a Non-U.S. Person, no Transfer of an Ownership
            Interest in a Residual Certificate to such proposed Transferee shall
            be effected;

                  (D) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall agree (1) to require a Transfer
            Affidavit 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 letter substantially in the form attached hereto as Exhibit D-2 (a
            "Transferor Letter") certifying that, among other things, it has no
            actual knowledge that such prospective Transferee is a Disqualified
            Organization or Agent thereof, an ERISA Prohibited Holder or a
            Non-U.S. Person and that (if the Transferor is not a U.S. Person)
            such transfer does not have the effect of allowing the Transferor to
            avoid tax on accrued excess inclusions; and

                  (E) In addition, the Certificate Registrar may as a condition
            of the registration of any such transfer require the transferor to
            furnish such other certifications, legal opinions or other
            information (at the transferor's expense) as it may reasonably
            require to confirm that the proposed transfer is being made pursuant
            to an exemption from, or in a transaction not subject to, the
            registration requirements of the Securities Act and other applicable
            laws.

            (ii) If any purported Transferee shall become a Holder of a Residual
      Certificate in violation of the provisions of this Section 5.02(g), then
      the last preceding Holder of such Residual Certificate that was in
      compliance with the provisions of this Section 5.02(g) shall be restored,
      to the extent permitted by law, to all rights as Holder thereof
      retroactive to the date of registration of such Transfer of such Residual
      Certificate. None of the Trustee, the Master Servicer, the Special
      Servicer, the Authenticating Agent and the Certificate Registrar shall be
      under any liability to any Person for any registration of Transfer of a
      Residual Certificate that is in fact not permitted by this Section 5.02(g)
      or for making any payments due on such Certificate to the Holder thereof
      or for taking any other action with respect to such Holder under the
      provisions of this Agreement.

            (iii) The Master Servicer shall make available to the Internal
      Revenue Service and those Persons specified by the REMIC Provisions, upon
      written request of the Trustee, all information in its possession and
      necessary to compute any tax imposed as a result of the Transfer of an
      Ownership Interest in a Residual Certificate to any Person who is a
      Disqualified Organization or Agent thereof, including the information
      described in Treasury Regulations Sections 1.860D-1(b)(5) and
      1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual
      Certificate.

            (h) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the Holder of any Definitive Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized denomination) by surrendering such Certificate at the Registrar
Office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, together with an instrument of
assignment or transfer (executed by the Holder or its duly authorized attorney),
in the case of transfer, and a written request for exchange in the case of
exchange.

            Following a proper request for transfer or exchange, the Certificate
Registrar shall, within five Business Days of such request if made at such
Registrar Office, or within 10 Business Days if made at the office of a transfer
agent (other than the Certificate Registrar), execute and deliver at such
Registrar Office or at the office of such transfer agent, as the case may be, to
the transferee (in the case of transfer) or Holder (in the case of exchange) or
send by first-class mail (at the risk of the transferee in the case of transfer
or Holder in the case of exchange) to such address as the transferee or Holder,
as applicable, may request in writing, a Definitive Certificate or Certificates,
as the case may require, for a like aggregate Denomination and in such
Denomination or Denominations as may be requested. The Certificate Registrar may
decline to accept any request for an exchange or registration of transfer of any
Certificate during the period of 15 days preceding any Distribution Date.

            (i) If a Responsible Officer of the Certificate Registrar becomes
aware that a beneficial interest in a Private Global Certificate is being held
by or for the benefit of a Person who is not an Eligible Investor, or that a
Private Definitive Certificate is being held by or for the benefit of a Person
who is not an Eligible Investor or an Institutional Accredited Investor, or
that, in either case, such holding is unlawful under the laws of a relevant
jurisdiction, then the Certificate Registrar shall have the right, but not the
obligation, to void such transfer, if permitted under applicable law, or to
require the investor to sell (x) such Private Global Certificate to an Eligible
Investor or (y) the beneficial interest in such Private Definitive Certificate
to an Eligible Investor or an Institutional Accredited Investor, within 14 days
after notice of such determination, and each Certificateholder by its acceptance
of a Certificate authorizes the Certificate Registrar to take such action.

            (j) The Certificate Registrar shall provide notice to the Trustee,
the Master Servicer, the Special Servicer and the Depositor of the transfer of
any Private Definitive Certificate. The Certificate Owner of a Private
Definitive Certificate that wishes to receive the information described in
Section 3.28(c) shall provide notice to the Trustee, the Master Servicer, the
Special Servicer and the Depositor of the transfer of any beneficial ownership
in such Private Definitive Certificate and of the address to which such
information should be sent. Upon the written request of the Trustee, the Master
Servicer, the Special Servicer or the Depositor, the Certificate Registrar shall
provide each such Person with an updated copy of the Certificate Register at the
expense of the requesting party.

            (k) No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in this Section 5.02. With respect to any transfer or
exchange of any Certificate, the Certificate Registrar may require payment by
each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.

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

            (m) Any representation letter, certificate, legal opinion or other
document required to be delivered to the Certificate Registrar pursuant to this
Section 5.02 with respect to transfers of any Class of Private Certificates
shall not be required to be delivered with respect to the initial transfer of
the Class L, Class M, Class N, Class O, Class P, Class Q or Class S Certificates
by the Initial Purchaser to First Chicago Capital Corporation and to Lennar
Partners, Inc.

            Section 5.03 Book-Entry Certificates.

            (a) The Regular Certificates initially shall be issued as one or
more Certificates registered in the name of the Depository or its nominee and,
except as provided in subsection (c) below, transfer of such Certificates may
not be registered by the Certificate Registrar unless such transfer is to a
successor Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. Such Certificate Owners
shall hold and transfer their respective Ownership Interests in and to such
Certificates through the book-entry facilities of the Depository and, in the
case of the Public Certificates (except as provided in subsection (c) below),
shall not be entitled to Definitive Certificates in respect of such Ownership
Interests. All transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant shall transfer
the Ownership Interests in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent only in accordance
with the Depository's normal procedures. Neither the Trustee nor the Certificate
Registrar shall have any responsibility to monitor or restrict the transfer of
any ownership interest in a Book-Entry Certificate transferable through the
book-entry facilities of the Depository.

            (b) The Trustee, the Master Servicer, the Special Servicer, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

            (c) Upon the request of any Certificate Owner of Private Global
Certificates, or the transferee of such Certificate Owner, that its interest in
such Private Global Certificates be exchanged for Private Definitive
Certificates, such Certificate Owner or transferee, upon presentation of
appropriate documentation to the Trustee as required by this Article V and
subject to the rules and procedures of the Depository, shall be entitled to be
issued one or more Private Definitive Certificates in denominations authorized
pursuant to Section 5.01(b) equal in the aggregate to the Denomination of such
interest in such Private Global Certificates.

            (d) If (A)(1) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to the Book-Entry
Certificates and (2) the Depositor is unable to locate a qualified successor, or
(B) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository with respect to some or all of the Classes, or (C) the Trustee
determines that Definitive Certificates are required in accordance with the
provisions of Section 5.03(f), the Trustee shall notify the affected Certificate
Owners, through the Depository with respect to all Classes, any Class or any
portion of any Class of the Certificates, of the occurrence of any such event
and of the availability of Definitive Certificates to Certificate Owners
requesting the same.

            Upon surrender to the Certificate Registrar of the Book-Entry
Certificates by the Depository or any custodian acting on behalf of the
Depository, accompanied by registration instructions from the Depository for
registration of transfer, the Certificate Registrar shall execute, authenticate
and deliver, within five Business Days of such request if made at the Registrar
Office, or within ten Business Days if made at the office of a transfer agent
(other than the Certificate Registrar), the Definitive Certificates to the
Certificate Owners identified in such instructions. None of the Depositor, the
Master Servicer, the Trustee, the Special Servicer and the Certificate Registrar
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates for purposes of evidencing
ownership of any Class of Certificates, the registered Holders of such
Definitive Certificates shall be recognized as Certificateholders hereunder and,
accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

            For purposes of any provision of this Pooling and Servicing
Agreement requiring or permitting actions with the consent of, or at the
direction of, Holders of Certificates evidencing a specified percentage of the
Voting Rights, such consent or direction may be given by a combination of
Certificate Owners (acting through the Depository and the Depository
Participants) owning Book-Entry Certificates, and Certificateholders owning
Definitive Certificates, evidencing in the aggregate such specified percentage
of the Voting Rights.

            (e) The Book-Entry Certificates (i) shall be delivered by the
Certificate Registrar to the Depository, or pursuant to the Depository's
instructions, and shall be registered in the name of Cede & Co. and (ii) shall
bear a legend substantially to the following effect:

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
            REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
            YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR
            OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
            PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
            NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
            BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
            IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
            REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
            TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
            OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
            THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
            HEREIN.

            The Book-Entry Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and
shall bear such legend as may be appropriate.

            (f) If the Trustee has instituted or has been directed to institute
any judicial proceeding in a court to enforce the rights of the
Certificateholders under the Certificates, and the Trustee has been advised by
counsel that in connection with such proceeding it is necessary or appropriate
for the Trustee to obtain possession of all or any portion of the Certificates
evidenced by Book-Entry Certificates, the Trustee may in its sole discretion
determine that such Certificates shall no longer be represented by such
Book-Entry Certificates. In such event, the Certificate Registrar will execute,
authenticate and deliver, in exchange for such Book-Entry Certificates,
Definitive Certificates in a Denomination equal to the aggregate Denomination of
such Book-Entry Certificates to the party so requesting such Definitive
Certificates. In such event, the Trustee shall notify the affected Certificate
Owners and make appropriate arrangements for the effectuation of the purpose of
this clause.

            (g) Upon acceptance for exchange or transfer of a beneficial
interest in a Book-Entry Certificate for a Definitive Certificate, as provided
herein, the Certificate Registrar shall endorse on a schedule affixed to the
related Book-Entry Certificate (or on a continuation of such schedule affixed to
such Book-Entry Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the
Denomination of such Book-Entry Certificate equal to the Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.

            (h) If a Holder of a Definitive Certificate wishes at any time to
transfer such Certificate to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Book-Entry Certificate, such transfer may
be effected only in accordance with Depository Rules and this Section 5.03(h).
Upon receipt by the Certificate Registrar at the Registrar Office of (i) the
Definitive Certificate to be transferred with an assignment and transfer
pursuant to Section 5.02(a), (ii) written instructions given in accordance with
Depository Rules directing the Certificate Registrar to credit or cause to be
credited to another account a beneficial interest in the related Book-Entry
Certificate, in an amount equal to the Denomination of the Definitive
Certificate to be so transferred, (iii) a written order given in accordance with
the Depository Rules containing information regarding the account to be credited
with such beneficial interests (iv) if the affected Certificate is a Private
Certificate, a QIB Investment Representation Letter or a Regulation S Investment
Representation Letter, the Certificate Registrar shall cancel such Definitive
Certificate, execute and deliver a new Definitive Certificate for the
Denomination of the Definitive Certificate not so transferred, registered in the
name of the Holder or the Holder's transferee (as instructed by the Holder), and
the Certificate Registrar shall instruct the Depository or the custodian holding
such Book-Entry Certificate on behalf of the Depository to increase the
Denomination of the related Book-Entry Certificate by the Denomination of the
Definitive Certificate to be so transferred, and to credit or cause to be
credited to the account of the Person specified in such instructions a
corresponding Denomination of such Book-Entry Certificate.

            Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (ii) there is delivered to
the Trustee and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of actual
notice to the Trustee or the Certificate Registrar that such Certificate has
been acquired by a bona fide purchaser, the Certificate Registrar shall execute
and authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of the same Class and
of like Percentage Interest. Upon the issuance of any new Certificate under this
Section, the Trustee and the Certificate Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of
the Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

            Section 5.05 Persons Deemed Owners.

            Prior to due presentation of a Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the person in
whose name such Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.01 and for all
other purposes whatsoever, except as and to the extent provided in the
definition of "Certificateholder," and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar and any
agent of any of them shall be affected by notice to the contrary except as
provided in Section 5.03(d).

            Section 5.06 Access to Certificateholders' Names and Addresses.

            (a) If any Certificateholder, the Special Servicer or the Master
Servicer (for purposes of this Section 5.06, an "Applicant") applies in writing
to the Certificate Registrar, and such application states that the Applicant
desires to communicate with other Certificateholders, the Certificate Registrar
shall furnish or cause to be furnished to such Applicant a list of the names and
addresses of the Certificateholders as of the most recent Record Date, at the
expense of the Applicant, in the case of any Certificateholder and the expense
of the Trust Fund in the case of the Master Servicer or the Special Servicer.

            (b) Every Certificateholder, by receiving and holding its
Certificate, agrees with the Trustee and the Certificate Registrar that the
Trustee and the Certificate Registrar shall not be held accountable in any way
by reason of the disclosure of any information as to the names and addresses of
the Certificateholders hereunder, regardless of the source from which such
information was derived.

            (c) From time to time, upon the request of and at no expense to the
Trustee, the Certificate Registrar shall deliver to the Trustee the list of
Certificateholders and their addresses as currently reflected in the Certificate
Register.

                                   ARTICLE VI

                            THE DEPOSITOR, THE MASTER
                        SERVICER AND THE SPECIAL SERVICER

            Section 6.01 Liability of the Depositor, the Master Servicer and the
Special Servicer.

            The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

            Section 6.02 Merger, Consolidation or Conversion of the Depositor,
the Master Servicer or the Special Servicer.

            (a) Subject to subsection (b) below, the Depositor, the Master
Servicer and the Special Servicer each will keep in full effect its existence,
rights and franchises under the laws of the jurisdiction of its incorporation or
organization, and each will obtain and preserve its qualification to do business
as a foreign corporation or limited partnership in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of the Loans and to perform its respective duties under this
Agreement.

            (b) The Depositor, the Master Servicer and the Special Servicer each
may be merged or consolidated with or into any Person (other than the Trustee),
or transfer all or substantially all of its assets to any Person (other than the
Trustee), in which case any Person resulting from any merger or consolidation to
which the Depositor, the Master Servicer or the Special Servicer shall be a
party, or any Person succeeding to the business of the Depositor, the Master
Servicer or the Special Servicer, shall be the successor of the Depositor, the
Master Servicer and the Special Servicer, as the case may be, hereunder, without
the execution or filing of any paper (other than an assumption agreement wherein
the successor shall agree to perform the obligations of and serve as the
Depositor, the Master Servicer or the Special Servicer, as the case may be, in
accordance with the terms of this Agreement) or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that such merger, consolidation or succession will not or has
not resulted in a withdrawal, downgrading or qualification of the then-current
ratings of the Classes of Certificates that have been so rated (as evidenced by
a letter to such effect from each Rating Agency).

            Section 6.03 Limitation on Liability of the Trustee, the Depositor,
the Master Servicer, the Special Servicer and Others.

            (a) None of the Depositor, the Trustee, the Master Servicer, the
Special Servicer nor any of the Affiliates, directors, partners, members,
managers, shareholders, officers, employees or agents of any of them shall be
under any liability to the Trust Fund, the Underwriters, the parties hereto, the
Certificateholders or any other Person for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, the Trustee, the Master Servicer or the Special Servicer against any
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder. The Depositor, the Master Servicer, the Special Servicer,
the Trustee and any director, officer, employee or agent of the Depositor, the
Trustee, the Master Servicer or the Special Servicer may rely in good faith on
any document of any kind which, prima facie, is properly executed and submitted
by any Person respecting any matters arising hereunder.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee and any Affiliate, director, shareholder, member, partner, manager,
officer, employee or agent of any of the foregoing shall be indemnified and held
harmless by the Trust Fund against any loss, liability or expense incurred in
connection with or relating to this Agreement, the Loans or the Certificates,
other than any loss, liability or expense: (i) specifically required to be borne
thereby pursuant to the terms hereof; (ii) incurred in connection with any
breach of a representation or warranty made by it herein; (iii) incurred by
reason of bad faith, willful misconduct or negligence in the performance of its
obligations or duties hereunder, or by reason of negligent disregard of such
obligations or duties or (iv) in the case of the Depositor and any of its
directors, officers, employees and agents, incurred in connection with any
violation by any of them of any state or federal securities law.

            (b) None of the Depositor, the Trustee, the Master Servicer or the
Special Servicer shall be under any obligation to appear in, prosecute or defend
any legal or administrative action, proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability which it is not reasonably
assured of reimbursement thereof by the Trust; provided, however, that the
Depositor, the Master Servicer, the Special Servicer or the Trustee may in its
discretion undertake any such action, proceeding, hearing or examination that it
may deem necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust Fund, and the Depositor, the
Master Servicer, the Special Servicer and the Trustee shall be entitled to be
reimbursed therefor out of amounts attributable to the Loans on deposit in the
Collection Account as provided by Section 3.05(a).

            (c) Each of the Master Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trust Fund and the Trustee, and hold it harmless,
from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related out-of-pocket costs, judgments, and any other
out-of-pocket costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misfeasance, bad faith or negligence
of the Master Servicer or the Special Servicer, as the case may be, in the
performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Master Servicer or the Special Servicer, as the case
may be, of its duties and obligations hereunder or by reason of breach of any
representations or warranties made by it herein. The Master Servicer and the
Special Servicer may consult with counsel, and any written advice or Opinion of
Counsel shall be full and complete authorization and protection with respect to
any action taken or suffered or omitted by it hereunder in good faith in
accordance with the Servicing Standard and in accordance with such advice or
Opinion of Counsel relating to (i) tax matters, (ii) any amendment of this
Agreement under Article X, (iii) the defeasance of any Defeasance Loan or (iv)
any matter involving legal proceeding with a Borrower.

            The Trustee shall immediately notify the Master Servicer or the
Special Servicer, as applicable, if a claim is made by a third party with
respect to this Agreement or the Loans entitling the Trust Fund to
indemnification hereunder, whereupon the Master Servicer or Special Servicer, as
the case may be, shall assume the defense of such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Master Servicer or Special
Servicer, as the case may be, shall not affect any rights of the Trust Fund may
have to indemnification under this Agreement or otherwise, unless the Master
Servicer's or Special Servicer's, as the case may be, defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the
Master Servicer and the Special Servicer.

            The Depositor agrees to indemnify the Master Servicer, the Special
Servicer and the Trustee and any Affiliate, director, officer, employee or agent
thereof, and hold them harmless, from and against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related out-of-pocket
costs, judgments, and any other out-of-pocket costs, liabilities, fees and
expenses that any of them may sustain arising from or as a result of any breach
of representations and warranties or failure in the performance of the
Depositor's obligations and duties under this Agreement. The Master Servicer,
the Special Servicer and the Trustee shall immediately notify the Depositor if a
claim is made by a third party with respect to this Agreement or the Loans
entitling it to indemnification hereunder, whereupon the Depositor shall assume
the defense of such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Depositor shall not affect any rights any of the
foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Depositor's defense of such claim is materially prejudiced thereby.
The indemnification provided herein shall survive the termination of this
Agreement.

            The Trustee agrees to indemnify the Master Servicer, the Special
Servicer and the Depositor and any Affiliate, director, officer, employee or
agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related
out-of-pocket costs, judgments, and any other out-of-pocket costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of
any breach of representations and warranties made by it herein or as a result of
any willful misfeasance, bad faith or negligence of the Trustee in the
performance of its obligations and duties under this Agreement or the negligent
disregard by the Trustee of its duties and obligations hereunder. The Depositor,
Master Servicer or the Special Servicer shall immediately notify the Trustee if
a claim is made by a third party with respect to this Agreement or the Loans
entitling it to indemnification hereunder, whereupon the Trustee shall assume
the defense of such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Trustee shall not affect any rights any of the
foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee's defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement.

            Section 6.04 Master Servicer and Special Servicer Not to Resign.

            Subject to the provisions of Section 6.02, none of the Master
Servicer and the Special Servicer shall resign from their respective obligations
and duties hereby imposed on each of them except upon (a) a determination that
such party's duties hereunder are no longer permissible under applicable law or
(b) in the case of the Master Servicer or Special Servicer, upon the appointment
of, and the acceptance of such appointment by, a successor Master Servicer or
Special Servicer, as applicable and receipt by the Trustee of written
confirmation from each applicable Rating Agency that such resignation and
appointment will not cause such Rating Agency to downgrade, withdraw or qualify
any of then-current ratings assigned by such Rating Agency to any Class of
Certificates. Any such determination permitting the resignation of the Master
Servicer or the Special Servicer pursuant to above clause (a) above shall be
evidenced by an Opinion of Counsel (the cost of which, together with any other
expenses of such resignation, shall be at the expense of the resigning party) to
such effect delivered to the Trustee. No such resignation by the Master Servicer
or the Special Servicer shall become effective until the Trustee or a successor
Master Servicer shall have assumed the Master Servicer's or Special Servicer's,
as applicable, responsibilities and obligations in accordance with Section 7.02.

            Section 6.05 Rights of the Depositor in Respect of the Master
Servicer and the Special Servicer.

            The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer and the Special Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer and the Special Servicer hereunder or exercise the rights
of the Master Servicer or Special Servicer, as applicable, hereunder; provided,
however, that the Master Servicer and the Special Servicer shall not be relieved
of any of their respective obligations hereunder by virtue of such performance
by the Depositor or its designee. The Depositor shall not have any
responsibility or liability for any action or failure to act by the Master
Servicer or the Special Servicer and is not obligated to supervise the
performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise.

                                   ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default; Master Servicer and Special Servicer
Termination.

            (a) "Event of Default," wherever used herein, means any one of the
following events:

            (i) any failure by the Master Servicer to make (x) any remittance
      (including a P&I Advance) required to be made by the Master Servicer to
      the Collection Account, Servicing Accounts, Excess Interest Distribution
      Account, Interest Reserve Account or either Distribution Account by 5:00
      p.m. New York City time on the Master Servicer Remittance Date, which is
      not cured by 11:00 a.m. New York City time on the related Distribution
      Date; provided, however, that if the Master Servicer fails to make any
      remittance so required, including any Advance, to be made by the Master
      Servicer on the Master Servicer Remittance Date (without regard to any
      grace period), the Master Servicer shall pay to the Trustee, for the
      account of the Trustee, interest on such late remittance at the Prime Rate
      from and including the Master Servicer Remittance Date to but excluding
      the Distribution Date or (y) any Servicing Advance when required to be
      made pursuant to this Agreement, which failure to make a Servicing Advance
      remains uncured for fifteen days (or such shorter time as is necessary to
      avoid the lapse of any required Insurance Policy or the foreclosure of any
      tax lien on the related Mortgaged Property); or

            (ii) any failure by the Special Servicer to deposit into, or to
      remit to the Master Servicer for deposit into, or the Master Servicer to
      make a required deposit into the Collection Account or the REO Account, or
      to deposit into, or to remit to the Trustee for deposit into, the
      Lower-Tier Distribution Account any amount required to be so deposited or
      remitted by the Master Servicer or the Special Servicer, as the case may
      be, pursuant to the terms of this Agreement; or

            (iii) any failure on the part of the Master Servicer or the Special
      Servicer duly to observe or perform in any material respect any other of
      the covenants or agreements on the part of the Master Servicer or the
      Special Servicer contained in this Agreement which continues unremedied
      for a period of 30 days (15 days in the case of a failure to pay the
      premium for any Insurance Policy required to be maintained hereunder)
      after the date on which written notice of such failure, requiring the same
      to be remedied, shall have been given to the Master Servicer or the
      Special Servicer, as the case may be, by any other party hereto, or to the
      Master Servicer, the Special Servicer, the Depositor and the Trustee by
      the Holders of Certificates of any Class evidencing, as to such Class,
      Percentage Interests aggregating not less than 25%; provided, however,
      that with respect to any such failure which is not curable within such
      30-day period or 15-day period, as applicable, the Master Servicer or the
      Special Servicer, as the case may be, shall have an additional cure period
      of 30 days to effect such cure so long as the Master Servicer or the
      Special Servicer, as the case may be, has commenced to cure such failure
      within such initial 30-day period or 15-day period, as applicable, and has
      diligently pursued, and is continuing to pursue, a full cure; or

            (iv) any breach on the part of the Master Servicer or the Special
      Servicer of any representation or warranty contained in Section 3.23 or
      Section 3.24, as applicable, which materially and adversely affects the
      interests of any Class of Certificateholders and which continues
      unremedied for a period of 30 days after the date on which notice of such
      breach, requiring the same to be remedied, shall have been given to the
      Master Servicer or the Special Servicer, as the case may be, by the
      Depositor or the Trustee, or to the Master Servicer, the Special Servicer,
      the Depositor and the Trustee by the Holders of Certificates of any Class
      evidencing, as to such Class, Percentage Interests aggregating not less
      than 25%; provided, however, that with respect to any such breach which is
      not curable within such 30-day period, the Master Servicer or the Special
      Servicer, as the case may be, shall have an additional cure period of 30
      days to effect such cure so long as the Master Servicer or the Special
      Servicer, as the case may be, has commenced to cure such breach within the
      initial 30-day period and has diligently pursued, and is continuing to
      pursue, a full cure; or

            (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,
      marshaling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      the Master Servicer or the Special Servicer and such decree or order shall
      have remained in force undischarged or unstayed for a period of 60 days;
      or

            (vi) the Master Servicer or the Special Servicer shall consent to
      the appointment of a conservator, receiver, liquidator, trustee or similar
      official in any bankruptcy, insolvency, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings of or relating to the
      Master Servicer or the Special Servicer or relating to all or
      substantially all of its property; or

            (vii) the Master Servicer or the Special Servicer shall admit in
      writing its inability to pay its debts generally as they become due, file
      a petition to take advantage of any applicable bankruptcy, insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors, voluntarily suspend payment of its obligations or take any
      corporate action in furtherance of the foregoing; or

            (viii) Moody's places the rating of any Class of Certificates on
      "watchlist" status for possible ratings downgrade or withdrawal citing
      servicing concerns with respect to the Master Servicer or the Special
      Servicer as the sole or a contributory factor in such rating action, and
      Moody's has not removed such rating from "watchlist" status within 60 days
      thereafter or stated that servicing is no longer a contributory factor; or

            (ix) the Trustee shall have received written notice from Moody's to
      the effect that the Master Servicer or the Special Servicer, as the case
      may be, acting in its respective capacity, has resulted in a downgrade or
      withdrawal of any rating assigned by Moody's to any Class of Certificates;
      or

            (x) as applicable, the Master Servicer is removed from S&P's
      approved master servicer list or, the Special Servicer is removed from
      S&P's approved special servicer list.

            (b) If any Event of Default with respect to the Master Servicer or
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 25% of the Voting Rights (or 18% of the Voting Rights if
the relevant Event of Default is one described in clause (viii) and (ix) of
Section 7.01(a)), shall, terminate, by notice in writing to the Defaulting Party
(a "Termination Notice"), with a copy of such notice to the Depositor and the
Certificate Registrar, all of the rights and obligations of the Defaulting Party
under this Agreement and in and to the Loans and the proceeds thereof; provided,
however, that the Defaulting Party shall be entitled to the payment of accrued
and unpaid compensation and reimbursement through the date of such termination,
as well as amounts due to it thereafter, if any, including with respect to the
Excess Servicing Strip and Assignable Primary Servicing Fees, as provided for
under this Agreement for services rendered and expenses incurred.

            From and after the receipt by the Defaulting Party of such written
notice, all authority and power of the Defaulting Party under this Agreement,
whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Loans or otherwise, shall pass to and be vested in the
Trustee pursuant to and under this Section, and, without limitation, the Trustee
is hereby authorized and empowered to execute and deliver, on behalf of and at
the expense of the Defaulting Party, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Loans and related documents, or otherwise.

            The Master Servicer and Special Servicer each agree that if it is
terminated pursuant to this Section 7.01(b), it shall promptly (and in any event
no later than 20 Business Days after its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable the
Trustee to assume the Master Servicer's or the Special Servicer's, as the case
may be, functions hereunder, and shall cooperate with the Trustee in effecting
the termination of the Master Servicer's or the Special Servicer's, as the case
may be, responsibilities and rights hereunder, including, without limitation,
the transfer within five Business Days to the Trustee for administration by it
of all cash amounts which shall at the time be or should have been credited by
the Master Servicer to the Collection Account, or any Servicing Account (if it
is the Defaulting Party) or by the Special Servicer to the REO Account (if it is
the Defaulting Party) or thereafter be received with respect to the Loans or any
REO Property (provided, however, that the Master Servicer and Special Servicer
each shall, if terminated pursuant to this Section 7.01(b), continue to be
entitled to receive all amounts accrued or owing to it under this Agreement on
or prior to the date of such termination, whether in respect of Advances (in the
case of the Master Servicer) or otherwise, as well as amounts due to it
thereafter, if any, and it and its directors, officers, employees and agents
shall continue to be entitled to the benefits of Section 6.03 notwithstanding
any such termination).

            (c) The Holder or Holders of more than 50% of the aggregate
Certificate Balance of the Controlling Class shall be entitled to terminate the
rights and obligations of the Special Servicer under this Agreement, with or
without cause, upon 10 Business Days notice to the Master Servicer, the Special
Servicer and the Trustee, and to appoint a successor Special Servicer; provided,
however, that (i) such successor will meet the requirements set forth in Section
7.02 and (ii) as evidenced in writing by each of the Rating Agencies, the
proposed successor of the Special Servicer will not, in and of itself, result in
a downgrading, withdrawal or qualification of the then-current ratings provided
by the Rating Agencies in respect to any Class of then outstanding Certificates
that is rated. No penalty or fee shall be payable to the Special Servicer with
respect to any termination pursuant to this Section 7.01(c). Any expenses of the
trust as a result of any termination pursuant to this Section 7.01(c) shall be
paid by the Holders who effected such termination.

            (d) The Master Servicer and Special Servicer shall, from time to
time, take all such actions as are required by them in order to maintain their
respective status as an approved servicer and special servicer, as applicable
and as pertains to this transaction, with each of the Rating Agencies.

            Section 7.02 Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer or the Special Servicer,
as the case may be, either resigns pursuant to clause (a) of the first sentence
of Section 6.04(a) or receives a notice of termination for cause pursuant to
Section 7.01(b), and provided that no acceptable successor has been appointed,
the Trustee shall be and become the successor to the Master Servicer or Special
Servicer, as the case may be, in all respects in its capacity as Master Servicer
or Special Servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties,
liabilities and limitations on liability relating thereto and that arise
thereafter placed on or for the benefit of the Master Servicer or Special
Servicer by the terms and provisions hereof; provided, however, that any failure
to perform such duties or responsibilities caused by the terminated party's
failure under Section 7.01 to provide information or moneys required hereunder
shall not be considered a default by such successor hereunder.

            The appointment of a successor Master Servicer shall not affect any
liability of the predecessor Master Servicer which may have arisen prior to its
termination as Master Servicer, and the appointment of a successor Special
Servicer shall not affect any liability of the predecessor Special Servicer
which may have arisen prior to its termination as Special Servicer. The Trustee
in its capacity as successor to the Master Servicer or the Special Servicer, as
the case may be, shall not be liable for any of the representations and
warranties of the Master Servicer or the Special Servicer, respectively, herein
or in any related document or agreement, for any acts or omissions of the
predecessor Master Servicer or Special Servicer or for any losses incurred by
the Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be
required to purchase any Loan hereunder.

            As compensation therefor, the Trustee as successor Master Servicer
shall be entitled to the Master Servicing Fees and all fees relating to the
Loans which the Master Servicer would have been entitled to if the Master
Servicer had continued to act hereunder (subject to Section 3.11(a) with respect
to the Assignable Primary Servicing Fee and the Excess Servicing Strip),
including but not limited to any income or other benefit from any Permitted
Investment pursuant to Section 3.06, and as successor to the Special Servicer
shall be entitled to the Special Servicing Fees to which the Special Servicer
would have been entitled if the Special Servicer had continued to act hereunder.
Should the Trustee succeed to the capacity of the Master Servicer or the Special
Servicer, the Trustee shall be afforded the same standard of care and liability
as the Master Servicer or the Special Servicer, as applicable, hereunder
notwithstanding anything in Section 8.01 to the contrary, but only with respect
to actions taken by it in its role as successor Master Servicer or successor
Special Servicer, as the case may be, and not with respect to its role as
Trustee hereunder. The Trustee shall not be entitled to receive the Assignable
Primary Servicing Fees.

            Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to the Master Servicer or Special Servicer, or shall, if it
is unable to so act, or if the Trustee is not approved as a servicer or special
servicer, as applicable, by each Rating Agency, or if the Holders of
Certificates entitled to at least 51% of the Voting Rights so request in writing
to the Trustee, promptly appoint, or petition a court of competent jurisdiction
to appoint, any established mortgage loan servicing institution which meets the
criteria set forth herein, as the successor to the Master Servicer or the
Special Servicer, as applicable, hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer or Special
Servicer hereunder. No appointment of a successor to the Master Servicer or the
Special Servicer under this Section 7.02 shall be effective (i) until each of
the Rating Agencies shall have confirmed in writing that its then-current rating
(if any) of each Class of Certificates will not be qualified (as applicable),
downgraded or withdrawn by reason thereof and (ii) until the assumption in
writing by the successor to the Master Servicer or the Special Servicer of all
its responsibilities, duties and liabilities hereunder that arise thereafter.
Pending appointment of a successor to the Master Servicer or the Special
Servicer hereunder, unless the Trustee shall be prohibited by law from so
acting, the Trustee shall act in such capacity as herein above provided.

            In connection with such appointment and assumption of a successor to
the Master Servicer or Special Servicer as described herein, subject to Section
3.11(a), the Trustee may make such arrangements for the compensation of such
successor out of payments on Loans as it and such successor shall agree;
provided, however, that no such compensation with respect to a successor Master
Servicer or successor Special Servicer, as the case may be, shall be in excess
of that permitted the terminated Master Servicer or Special Servicer, as the
case may be, hereunder, excluding the Assignable Primary Servicing Fee;
provided, further, that if no successor can be obtained for such compensation,
then, subject to approval by the Rating Agencies, additional amounts shall be
paid to such successor and such amounts in excess of that permitted the
terminated Master Servicer or Special Servicer, as the case may be, shall be
treated as Collateral Support Deficit. The Trustee, the Master Servicer or the
Special Servicer (whichever is not the terminated party) and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. Any costs and expenses associated with the
transfer of the servicing function (other than with respect to a termination
without cause) under this Agreement shall be borne by the predecessor Master
Servicer or Special Servicer.

            Section 7.03 Notification to Certificateholders.

            (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01 or any appointment of a successor to
the Master Servicer or the Special Servicer pursuant to Section 7.02, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) 5 days after the Trustee would be deemed
to have notice of the occurrence of such an event in accordance with Section
8.02(vii), the Trustee shall transmit by mail to the Depositor and all
Certificateholders notice of such occurrence, unless such default shall have
been cured.

            Section 7.04 Waiver of Events of Default.

            The Holders of Certificates representing at least 66 2/3% of the
Voting Rights allocated to each Class of Certificates affected by any Event of
Default hereunder may waive such Event of Default within 20 days of the receipt
of notice from the Trustee of the occurrence of such Event of Default; provided,
however, that an Event of Default under (x) and (y) of clause (i) of Section
7.01(a) may be waived by 100% of the certificateholders of the affected Classes
and the Trustee. Upon any such waiver of an Event of Default and reimbursement
by the party requesting such waiver to the Trustee of all costs and expenses
incurred by it in connection with such Event of Default and prior to its waiver,
such Event of Default shall cease to exist and shall be deemed to have been
remedied for every purpose hereunder. No such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereon
except to the extent expressly so waived. Notwithstanding any other provisions
of this Agreement, for purposes of waiving any Event of Default pursuant to this
Section 7.04, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall be entitled to the same Voting Rights with
respect to the matters described above as they would if any other Person held
such Certificates.

            Section 7.05 Trustee Advances.

            If the Master Servicer fails to fulfill its obligations hereunder to
make any Advances, the Trustee shall perform such obligations (x) within one
Business Day of such failure (a failure only occurring after the Master
Servicer's cure period under Section 7.01(a)(i)(y) has expired) by the Master
Servicer with respect to Servicing Advances to the extent a Responsible Officer
of the Trustee has been notified in writing of such failure with respect to such
Servicing Advances and (y) by 1:00 p.m., New York City time, on the related
Distribution Date with respect to P&I Advances. With respect to any such Advance
made by the Trustee, the Trustee shall succeed to all of the Master Servicer's
rights with respect to Advances hereunder, including, without limitation, the
Master Servicer's rights of reimbursement and interest on each Advance at the
Reimbursement Rate, and rights to determine that a proposed Advance is a
Nonrecoverable P&I Advance or Servicing Advance, as the case may be (without
regard to any impairment of any such rights of reimbursement caused by the
Master Servicer's default in its obligations hereunder); provided, however, that
if Advances made by both the Trustee and the Master Servicer shall at any time
be outstanding, or any interest on any Advance shall be accrued and unpaid, all
amounts available to repay such Advances and the interest thereon hereunder
shall be applied entirely to the Advances outstanding to the Trustee, until such
Advances shall have been repaid in full, together with all interest accrued
thereon, prior to reimbursement of the Master Servicer for such Advances. The
Trustee shall be entitled to conclusively rely on any notice given with respect
to a Nonrecoverable Advance hereunder.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            Section 8.01 Duties of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, then
(subject to Section 8.02(vii) below) the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs. Any permissive right of the
Trustee contained in this Agreement shall not be construed as a duty.

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall make a request to the responsible party to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

            (i) Prior to the occurrence of an Event of Default, and after the
      curing of all such Events of Default which may have occurred, the duties
      and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for
      the performance of such duties and obligations as are specifically set
      forth in this Agreement, no implied covenants or obligations shall be read
      into this Agreement against the Trustee and, in the absence of bad faith
      on the part of the Trustee, the Trustee may conclusively rely, as to the
      truth of the statements and the correctness of the opinions expressed
      therein, upon any certificates or opinions furnished to the Trustee and
      conforming to the requirements of this Agreement;

            (ii) The Trustee shall not be liable for an error of judgment made
      in good faith by a Responsible Officer or Responsible Officers of the
      Trustee, unless it shall be proved that the Trustee was negligent in
      ascertaining the pertinent facts;

            (iii) The Trustee shall not be liable with respect to any action
      taken, suffered or omitted to be taken by it in good faith in accordance
      with the direction of Holders of Certificates entitled to at least 25% of
      the Voting Rights relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Agreement (unless a
      higher percentage of Voting Rights is required for such action); and

            (iv) Subject to the other provisions of this Agreement and without
      limiting the generality of this Section 8.01, the Trustee shall have no
      duty except in the capacity as successor Master Servicer or successor
      Special Servicer (A) to see to any recording, filing or depositing of this
      Agreement or any agreement referred to herein or any financing statement
      or continuation statement evidencing a security interest, or to see to the
      maintenance of any such recording or filing or depositing or to any
      re-recording, refiling or redepositing of any thereof, (B) to see to any
      insurance, and (C) to confirm or verify the contents of any reports or
      certificates of the Master Servicer or Special Servicer delivered to the
      Trustee pursuant to this Agreement reasonably believed by the Trustee to
      be genuine and to have been signed or presented by the proper party or
      parties.

            Section 8.02 Certain Matters Affecting the Trustee.

            Except as otherwise provided in Section 8.01:

            (i) The Trustee may rely upon and shall be protected in acting or
      refraining from acting upon any resolution, Officer's Certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, Appraisal, bond or other
      paper or document reasonably believed by it to be genuine and to have been
      signed or presented by the proper party or parties;

            (ii) The Trustee may consult with counsel and the written advice of
      such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance therewith;

            (iii) The Trustee shall be under no obligation to exercise any of
      the trusts or powers vested in it by this Agreement or to make any
      investigation of matters arising hereunder or to institute, conduct or
      defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders, pursuant to the
      provisions of this Agreement, unless, in the Trustee's reasonable opinion,
      such Certificateholders shall have offered to the Trustee reasonable
      security or indemnity against the costs, expenses and liabilities which
      may be incurred therein or thereby; the Trustee shall not be required to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its duties hereunder, or in the exercise of any
      of its rights or powers, if it shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it; nothing contained herein shall,
      however, relieve the Trustee of the obligation, upon the occurrence of an
      Event of Default which has not been cured, to exercise such of the rights
      and powers vested in it by this Agreement, and to use the same degree of
      care and skill in their exercise as a prudent man would exercise or use
      under the circumstances in the conduct of his own affairs;

            (iv) The Trustee shall not be liable for any action reasonably
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Agreement;

            (v) Prior to the occurrence of an Event of Default hereunder and
      after the curing of all Events of Default which may have occurred, the
      Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other
      paper or document, unless requested in writing to do so by Holders of
      Certificates entitled to at least 50% of the Voting Rights; provided,
      however, that if the payment within a reasonable time to the Trustee of
      the costs, expenses or liabilities likely to be incurred by it in the
      making of such investigation is, in the opinion of the Trustee, not
      reasonably assured to the Trustee by the security afforded to it by the
      terms of this Agreement, the Trustee may require reasonable indemnity
      against such expense or liability as a condition to taking any such
      action. The reasonable expense of every such reasonable examination shall
      be paid by the Master Servicer or, if paid by the Trustee, shall be repaid
      by the Master Servicer upon demand;

            (vi) The Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys; provided, however, that the appointment of such agents or
      attorneys shall not relieve the Trustee of its duties or obligations
      hereunder;

            (vii) For all purposes under this Agreement, the Trustee shall not
      be required to take any action with respect to, or be deemed to have
      notice or knowledge of any default or Event of Default unless a
      Responsible Officer of the Trustee has actual knowledge thereof or shall
      have received written notice thereof. In the absence of receipt of such
      notice and such actual knowledge otherwise obtained, the Trustee may
      conclusively assume that there is no default or Event of Default;

            (viii) The Trustee shall not be responsible for any act or omission
      of the Master Servicer, the Special Servicer or the Directing
      Certificateholder (unless the Trustee is acting as Master Servicer,
      Special Servicer or the Directing Certificateholder, as the case may be)
      or of the Depositor; and

            (ix) The Trustee shall not be required to give any bond or surety in
      respect of the execution of the Trust Fund created hereby or the power
      granted hereunder.

            Section 8.03 Trustee Not Liable for Validity or Sufficiency of
Certificates or Loans.

            The recitals contained herein and in the Certificates, other than
the acknowledgments of the Trustee in Section 2.04, shall be taken as the
statements of the Depositor, the Master Servicer or the Special Servicer, as the
case may be, and the Trustee assumes no responsibility for their correctness.
The Trustee does not make any representations as to the validity or sufficiency
of this Agreement or of any Certificate or of any Loan or related document. The
Trustee shall not be accountable for the use or application by the Depositor of
any of the Certificates issued to it or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor in respect of the
assignment of the Loans to the Trust Fund, or any funds deposited in or
withdrawn from the Collection Account or any other account by or on behalf of
the Depositor, the Master Servicer, the Special Servicer or the Trustee. The
Trustee shall not be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Master Servicer or the Special Servicer, and
accepted by the Trustee, in good faith, pursuant to this Agreement.

            Section 8.04 Trustee May Own Certificates.

            The Trustee in its individual capacity and not as Trustee, may
become the owner or pledgee of Certificates, and may deal with the Depositor,
the Master Servicer, the Special Servicer, the Initial Purchaser and the
Underwriters in banking transactions, with the same rights it would have if it
were not Trustee.

            Section 8.05 Fees and Expenses of Trustee; Indemnification of
Trustee.

            (a) As compensation for the performance of its duties, the Trustee
shall be paid the Trustee Fee, equal to one month's interest at the Trustee Fee
Rate on the Stated Principal Balance of each Loan or REO Loan, which shall cover
recurring and otherwise reasonably anticipated expenses of the Trustee. The
Trustee Fee (which shall not be limited to any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee's
sole form of compensation 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 of the Trustee hereunder.

            (b) [Reserved].

            (c) The Trustee shall be paid or reimbursed by the Trust Fund upon
its request for all reasonable expenses and disbursements incurred by the
Trustee pursuant to and in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ) to
the extent such payments are "unanticipated expenses incurred by the REMIC"
within the meaning of Treasury Regulations Section 1.860G-1(b)(iii) except any
such expense, disbursement or advance as may arise from its negligence, bad
faith or willful misconduct; provided, however, that subject to Section
8.02(iii) and 8.14(b), respectively, the Trustee shall not refuse to perform any
of its duties hereunder solely as a result of the failure to be paid the Trustee
Fee or the Trustee's expenses.

            (d) The Trustee and any Affiliate, director, officer, employee or
agent of the Trustee shall be indemnified and held harmless by the Trust Fund
against any loss, liability or expense (including, without limitation, costs and
expenses of litigation, and of investigation, counsel fees, damages, judgments
and amounts paid in settlement, and expenses incurred in becoming successor
servicer, to the extent not otherwise paid hereunder) arising out of, or
incurred in connection with, this Agreement, the Loans, the Certificates or any
act or omission of the Trustee relating to the exercise and performance of any
of the powers and duties of the Trustee hereunder; provided, however, that
neither the Trustee nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(d) for (i) allocable
overhead, (ii) routine expenses or disbursements incurred or made by or on
behalf of the Trustee in the normal course of the Trustee's performing its
duties in accordance with any of the provisions hereof, which are not
"unanticipated expenses of the REMIC" within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required
to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of the Trustee's obligations and duties hereunder, or by reason
of negligent disregard of such obligations or duties, or as may arise from a
breach of any representation or warranty of the Trustee made herein. The
provisions of this Section 8.05(d) shall survive any resignation or removal of
the Trustee and appointment of a successor thereto.

            Section 8.06 Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be, and will be required to
resign if it fails to be, (i) a corporation, national bank or national banking
association, organized and doing business under the laws of any state or the
United States of America, authorized under such laws to exercise corporate trust
powers and to accept the trust conferred under this Agreement, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority and shall not be an Affiliate of the
Master Servicer or the Special Servicer (except during any period when the
Trustee is acting as, or has become successor to, the Master Servicer or the
Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an
institution insured by the Federal Deposit Insurance Corporation and (iii) an
institution whose long-term senior unsecured debt is rated "AA-" or higher by
S&P, "Aa3" or higher by Moody's (or such entity as would not, as evidenced in
writing by such Rating Agency, result in the qualification (as applicable),
downgrading or withdrawal of any of the then-current ratings then assigned
thereby to the Certificates).

            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 the event the place of business from which the Trustee administers
the Trust REMICs is in a state or local jurisdiction that imposes a tax on the
Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax
imposed under the REMIC Provisions), the Trustee shall elect either to (i)
resign immediately in the manner and with the effect specified in Section 8.07,
(ii) pay such tax at no expense to the Trust Fund or (iii) administer the Trust
REMICs from a state and local jurisdiction that does not impose such a tax.

            Section 8.07 Resignation and Removal of the Trustee.

            (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer and to all Certificateholders. Upon
receiving such notice of resignation, the Depositor shall promptly appoint a
successor trustee acceptable to the Master Servicer and the Rating Agencies (as
evidenced in writing by such Rating Agency that such appointment would not
result in the qualification (as applicable), downgrading or withdrawal of any of
then-current ratings then assigned thereby to the Certificates) by written
instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee and to the successor trustee. A copy of such instrument shall be
delivered to the Master Servicer, the Special Servicer and the
Certificateholders by the Depositor. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee. The resigning Trustee
shall be responsible for the payment of all reasonable expenses incurred in
connection with such resignation and discharge and the appointment of a
successor trustee

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 or if the Depositor has received
notice from the Rating Agencies that failure to remove the Trustee will result
in a downgrade or withdrawal of the then-current rating assigned to any Class of
Certificates, and shall fail to resign after written request therefor by the
Depositor or the Master Servicer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Depositor
may remove the Trustee and appoint a successor trustee acceptable to the Master
Servicer and the Rating Agencies (as evidenced in writing by such Rating Agency
that such removal and appointment would not result in the qualification (as
applicable), downgrading or withdrawal of any of then-current ratings then
assigned thereby to the Certificates), by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer and the Certificateholders by the Depositor.

            (c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Master Servicer, one complete set to the Trustee so
removed and one complete set to the successor so appointed. A copy of such
instrument shall be delivered to the Depositor, the Special Servicer and the
remaining Certificateholders by the Master Servicer. The Trustee shall be
reimbursed for all costs and expenses incurred by it in connection with such
removal within 30 days of demand therefor from amounts on deposit in the
Lower-Tier Distribution Account (provided the Trustee is removed without cause).

            Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

            Within 30 days following any succession of the Trustee under this
Agreement, the predecessor Trustee shall be paid all accrued and unpaid
compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred. No Trustee shall be liable for any action or
omission of any successor Trustee.

            Section 8.08 Successor Trustee.

            (a) Any successor Trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to its predecessor Trustee, an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee, shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as Trustee herein. The predecessor Trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements held by it hereunder, and the Depositor, the Master Servicer, the
Special Servicer and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor Trustee all such rights, powers,
duties and obligations, and to enable the successor Trustee to perform its
obligations hereunder.

            (b) No successor Trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06.

            (c) Upon acceptance of appointment by a successor Trustee as
provided in this Section 8.08, the Master Servicer shall mail notice of the
succession of such Trustee hereunder to the Depositor and the
Certificateholders. If the Master Servicer fails to mail such notice within 10
days after acceptance of appointment by the successor Trustee, such successor
Trustee shall cause such notice to be mailed at the expense of the Master
Servicer.

            Section 8.09 Merger or Consolidation of Trustee.

            Any Person into which the Trustee 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 Trustee shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee, hereunder; provided, that, in the case of
the Trustee, such successor Person shall be eligible under the provisions of
Section 8.06, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

            Section 8.10 Appointment of Co-Trustee or Separate Trustee.

            (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Master Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within 15 days after
the receipt by it of a request to do so, or in case an Event of Default shall
have occurred and be continuing, the Trustee alone shall have the power to make
such appointment. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.

            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then-separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

            Section 8.11 [Reserved].

            Section 8.12 Access to Certain Information.

            (a) On or prior to the date of the first sale of any Private
Certificate to an Independent third party, the Depositor shall provide to the
Trustee a copy of any private placement memorandum or other disclosure document
used by the Depositor or its Affiliate in connection with the offer and sale of
the Class of Certificates to which such Private Certificate relates. In
addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof to
the Trustee, the Depositor promptly shall inform the Trustee of such event and
shall deliver to the Trustee a copy of the private placement memorandum or
disclosure document, as revised, amended or supplemented.

            The Trustee shall maintain at its offices primarily responsible for
administering the Trust Fund and shall, upon reasonable advance written notice,
make available during normal business hours for review by any Holder of a
Certificate, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, any Rating Agency, the Underwriters or any other
Person to whom the Trustee believes such disclosure is appropriate, originals or
copies of the following items to the extent such documents have been delivered
to the Trustee: (i) in the case of a Holder or prospective transferee of a
Private Certificate, any private placement memorandum or other disclosure
document relating to the Class of Certificates to which such Private Certificate
belongs, in the form most recently provided to the Trustee and (ii) in all
cases, (A) this Agreement and any amendments hereto entered into pursuant to
Section 10.01, (B) all statements required to be delivered to Certificateholders
of the relevant Class pursuant to Section 4.02 since the Closing Date, (C) all
Officer's Certificates delivered to the Trustee since the Closing Date pursuant
to Section 3.13, (D) all accountants' reports delivered to the Trustee since the
Closing Date pursuant to Section 3.14, (E) any and all notices, reports and
Environmental Assessments delivered to the Trustee with respect to any Mortgaged
Property securing a Defaulted Loan as to which the environmental testing
contemplated by Section 3.09(c) revealed that either of the conditions set forth
in clauses (i) and (ii) of the first sentence thereof was not satisfied (but
only for so long as such Mortgaged Property or the related Loan are part of the
Trust Fund), (F) any and all modifications, waivers and amendments of the terms
of a Loan entered into by the Master Servicer or the Special Servicer and
delivered to the Trustee pursuant to Section 3.20 (but only for so long as the
affected Loan is part of the Trust Fund), (G) any and all Officer's Certificates
delivered to the Trustee to support the Master Servicer's determination that any
P&I Advance or Servicing Advance was or, if made, would be a Nonrecoverable P&I
Advance or Nonrecoverable Servicing Advance, as the case may be, (H) any and all
of the Loan Documents contained in the Mortgage File, (I) any and all Appraisals
obtained pursuant to the definition of "Appraisal Reduction" herein, (J)
information regarding the occurrence of Servicing Transfer Events as to the
Loans and (K) any and all Sub-Servicing Agreements and any amendments thereto
and modifications thereof.

            Copies of any and all of the foregoing items will be available from
the Trustee upon written request; provided, however, that the Trustee shall be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing such copies, except in the case of copies provided to
the Rating Agencies, which shall be free of charge. In addition, without
limiting the generality of the foregoing, any Requesting Subordinate
Certificateholder may upon written request from the Trustee obtain a copy of any
report delivered to the Rating Agencies under this Agreement.

            (b) Notwithstanding anything to the contrary herein, in addition to
the reports and information made available and distributed pursuant to the terms
of this Agreement (including the information set forth in Section 8.12(a)), the
Master Servicer and the Trustee shall, in accordance with such reasonable rules
and procedures as each may adopt (which may include the requirement that an
agreement that provides that such information shall be kept confidential and
used solely for purposes of evaluating the investment characteristics of the
Certificates be executed), also make the reports available to Certificateholders
pursuant to Section 4.02, as well as certain additional information received by
the Master Servicer or the Trustee, as the case may be, to any
Certificateholder, the Underwriters, the Initial Purchasers, any Certificate
Owner or any prospective investor identified as such by a Certificate Owner or
the Underwriters or Initial Purchasers, that requests such reports or
information; provided that the Master Servicer or the Trustee, as the case may
be, shall be permitted to require payment of a sum sufficient to cover the
reasonable costs and expenses of providing copies of such reports or
information.

            (c) With respect to any information furnished by the Trustee or the
Master Servicer pursuant to this Section 8.12, the Trustee or Master Servicer,
as the case may be, shall be entitled to indicate the source of such information
and the Trustee or Master Servicer, as applicable, may affix thereto any
disclaimer it deems appropriate in its discretion. The Trustee or the Master
Servicer, as applicable, shall notify Certificateholders of the availability of
any such information in any manner as it, in its sole discretion, may determine.
In connection with providing access to or copies of the items described in the
preceding paragraph, the Trustee or the Master Servicer, as the case may be, may
require (a) in the case of Certificate Owners, a confirmation executed by the
requesting Person substantially in form and substance reasonably acceptable to
the Master Servicer or Trustee, as applicable, generally to the effect that such
Person is a beneficial holder of Certificates or an investment advisor
representing such Person and is requesting the information solely for use in
evaluating such Person's investment in the Certificates and will otherwise keep
such information confidential and (b) in the case of a prospective purchaser or
an investment advisor representing such Person, confirmation executed by the
requesting Person in form and substance reasonably acceptable to the Trustee or
the Master Servicer, as the case may be, generally to the effect that such
Person is a prospective purchaser of a Certificate or an interest therein or an
investment advisor representing such Person, and is requesting the information
solely for use in evaluating a possible investment in Certificates and will
otherwise keep such information confidential. Neither the Master Servicer nor
the Trustee shall be liable for the dissemination of information in accordance
with this Agreement.

            Section 8.13 Representations, Warranties and Covenants of the
Trustee.

            The Trustee hereby represents and warrants to the Depositor, the
Master Servicer and the Special Servicer and for the benefit of the
Certificateholders, as of the Closing Date, that:

            (i) The Trustee is a national banking association, duly organized,
      validly existing and in good standing under the laws of the United States;

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

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

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

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

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

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Trustee, or compliance by the Trustee with, this
      Agreement or the consummation of the transactions contemplated by this
      Agreement, except for any consent, approval, authorization or order which
      has not been obtained or cannot be obtained prior to the actual
      performance by the Trustee of its obligations under this Agreement, and
      which, if not obtained would not have a materially adverse effect on the
      ability of the Trustee to perform its obligations hereunder.

                                   ARTICLE IX

                                   TERMINATION

            Section 9.01 Termination Upon Repurchase or Liquidation of All
Loans.

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer and the Trustee (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment) to the Certificateholders of all amounts held by or on
behalf of the Trustee and required hereunder to be so paid on the Distribution
Date following the earliest to occur of (i) the purchase by the Holders of a
majority of the Percentage Interests of the Controlling Class, the Special
Servicer or the Master Servicer of all the Loans and each REO Property remaining
in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase
Price of all the Loans (exclusive of REO Loans) included in the Trust Fund and
(2) the Appraised Value of each REO Property, if any, included in the Trust Fund
(such Appraisals in this subclause (2) to be conducted by an Appraiser selected
and mutually agreed upon by the Master Servicer and the Trustee, and approved by
more than 50% of the Voting Rights of the Classes of Certificates then
outstanding (other than the Controlling Class if the Controlling Class is
exercising such option unless the Controlling Class is the only Class of
Certificates then outstanding)), minus (b) solely in the case where the Master
Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, together with any interest accrued and payable to the Master Servicer
in respect of such Advances in accordance with Sections 3.03(d) and 4.03(d) and
any unpaid Master Servicing Fees (including Excess Servicing Strip), and Primary
Servicing Fees, remaining outstanding (which items shall be deemed to have been
paid or reimbursed to the Master Servicer in connection with such purchase),
(ii) the Distribution Date in December 2035 and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Loan or REO
Property remaining in the Trust Fund; provided, however, that in no event shall
the trust created hereby continue beyond the earlier of (i) the Rated Final
Distribution Date and (ii) expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James's, living on the date hereof.

            The Holders of a majority of the Percentage Interests of the
Controlling Class may, at their option, elect to purchase all of the Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (i) of
the preceding paragraph by giving written notice to the Trustee and the other
parties hereto within 60 days of the first Distribution Date on which the
aggregate Stated Principal Balances of the Loans and any REO Loans remaining in
the Trust Fund is less than 1.00% of the aggregate Cut-off Date Principal
Balance of the Loans set forth in the Preliminary Statement. If the Holders of a
majority of the Percentage Interests of the Controlling Class do not exercise
such option within 60 days after it becomes exercisable by the Holders of a
majority of the Percentage Interests of the Controlling Class, the Special
Servicer may notify the Holders of a majority of the Percentage Interests in the
Controlling Class and the Trustee of its intention to exercise such option and
if the Holders of a majority of the Percentage Interests of the Controlling
Class do not exercise such option within ten Business Days thereafter, the
Special Servicer shall be entitled to exercise such option. If the Special
Servicer does not exercise such option within 60 days after it becomes
exercisable by it, the Master Servicer may notify the Special Servicer, the
Holders of the Controlling Class and the Trustee of the Master Servicer's
intention to exercise such option, and if none of the Special Servicer or the
Holders of a majority of the Percentage Interests in the Controlling Class
exercise such option within ten Business Days thereafter, the Master Servicer
will be entitled to exercise such option.

            If the Holders of the Controlling Class, the Special Servicer or the
Master Servicer purchases all of the Loans and each REO Property remaining in
the Trust Fund in accordance with the preceding paragraph, the Holders of the
Controlling Class, the Special Servicer or the Master Servicer, as applicable,
shall remit to the Trustee for deposit in the REMIC I Distribution Account not
later than the P&I Advance Date relating to the Distribution Date on which the
final distribution on the Certificates is to occur, an amount in immediately
available funds equal to the above-described purchase price (exclusive of (i)
any portion thereof payable to any Person other than the Certificateholders
pursuant to Section 3.05(a), which portion shall be deposited in the Collection
Account and (ii) any portion thereof representing accrued and unpaid Excess
Interest, which shall be deposited in the Excess Interest Distribution Account).
In addition, the Master Servicer shall transfer to the REMIC I Distribution
Account all amounts required to be transferred thereto on such P&I Advance Date
from the Collection Account pursuant to the first paragraph of Section 3.04(b),
together with any other amounts on deposit in the Collection Account that would
otherwise be held for future distribution. Upon confirmation that such final
deposits have been made, the Trustee shall release or cause to be released to
the Holders of the Controlling Class, the Special Servicer or the Master
Servicer, as applicable, the Mortgage Files for the remaining Loans, and the
Trustee shall execute all assignments, endorsements and other instruments
furnished to it by the Holders of the Controlling Class, the Special Servicer or
the Master Servicer, as applicable, as shall be necessary to effectuate transfer
of the Loans and REO Properties remaining in the Trust Fund and its rights under
the related Mortgage Loan Purchase Agreement.

            For purposes of this Section 9.01, the Directing Certificateholder,
with the consent of the Holders of the Controlling Class, shall act on behalf of
the Holders of the Controlling Class in purchasing the assets of the Trust Fund
and terminating the Trust.

            Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Trustee by letter to the Certificateholders and each
Rating Agency and, if not previously notified pursuant to this Section 9.01, to
the other parties hereto mailed (a) in the event such notice is given in
connection with the purchase of all of the Loans and each REO Property remaining
in the Trust Fund, not earlier than the 15th day and not later than the 25th day
of the month next preceding the month of the final distribution on the
Certificates, or (b) otherwise during the month of such final distribution on or
before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust Fund will terminate and final
payment of the Certificates will be made, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and surrender
of the Certificates at the offices of the Trustee or such other location therein
designated.

            After transferring the Available Distribution Amount and, without
duplication, the amount of any Yield Maintenance Charges distributable from the
REMIC I Distribution Account to the REMIC II Distribution Account, from the
REMIC II Distribution Account to the REMIC III Distribution Account, from the
REMIC III Distribution Account to the REMIC IV Distribution Account and from the
REMIC IV Distribution Account to the REMIC V Distribution Account pursuant to
Section 3.04(b) and upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the REMIC V Distribution Account that are allocable to payments on
the Class of Certificates so presented and surrendered. Amounts distributed from
the REMIC V Distribution Account as of the final Distribution Date shall be
allocated for the purposes, in the amounts and in accordance with the priority
set forth in Sections 4.01(a), 4.01(b) and 4.01(d) and shall be distributed in
termination and liquidation of the REMIC Regular Interests in accordance with
Sections 4.01(k), (l), (m) and (n) and 4.01(c). Any funds not distributed on
such Distribution Date shall be set aside and held uninvested in trust for the
benefit of Certificateholders not presenting and surrendering their Certificates
in the aforesaid manner and shall be disposed of in accordance with this Section
9.01 and Section 4.01(g).

            Anything in this Section 9.01 to the contrary notwithstanding, the
Holders of the Class V Certificates shall receive that portion, if any, of the
proceeds of a sale of the assets of the Trust Fund allocable to accrued and
unpaid Excess Interest.

            Section 9.02 Additional Termination Requirements.

            If the Holders of the Controlling Class, the Special Servicer or the
Master Servicer purchases all of the Loans and each REO Property remaining in
the Trust Fund as provided in Section 9.01, the Trust Fund shall be terminated
in accordance with the following additional requirements, which meet the
definition of a "qualified liquidation" of each Trust REMIC, within the meaning
of Section 860F(a)(4) of the Code:

            (i) the Trustee shall specify the first day in the 90-day
      liquidation period in a statement attached to each Trust REMIC's final Tax
      Returns pursuant to Treasury Regulations Section 1.860F-1;

            (ii) within such 90-day liquidation period and at or prior to the
      time of the making of the final payment on the Certificates, the Trustee
      shall sell all of the assets of REMIC I to the Holders of the Controlling
      Class, the Special Servicer or the Master Servicer, as the case may be,
      for cash; and

            (iii) immediately following the making of the final payment on the
      REMIC Regular Interests and the Certificates, the Trustee shall distribute
      or credit, or cause to be distributed or credited, to the Holders of the
      Class R Certificates in respect of the Class R-I Interest all cash on hand
      (other than cash retained to meet claims), in the Trust Fund and each
      Trust REMIC shall terminate at that time.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

            Section 10.01 Amendment.

            (a) This Agreement may be amended from time to time by the parties
hereto, without the consent of any of the Certificateholders:

            (i) to cure any ambiguity;

            (ii) to correct or supplement any provisions herein or therein,
      which may be inconsistent with any other provisions herein or therein or
      to correct any error;

            (iii) to modify, eliminate or add to any of its provisions to such
      extent as shall be necessary to maintain the qualification of any Trust
      REMIC as a REMIC at all times that any Certificate (other than the Class V
      Certificates) is outstanding or to avoid or minimize the risk of the
      imposition of any tax on the Trust Fund or any Trust REMIC pursuant to the
      Code that would be a claim against the Trust Fund or any Trust REMIC,
      provided that the Trustee has received an Opinion of Counsel to the effect
      that (a) such action is necessary or desirable to maintain such
      qualification or to avoid or minimize the risk of the imposition of any
      such tax, (b) such action will not adversely affect in any material
      respect the interests of any Certificateholder, and (c) such change shall
      not result in the withdrawal, downgrade or qualification of the
      then-current rating assigned to any Class of Certificates, as evidenced by
      a letter from each Rating Agency to such effect;

            (iv) to change the timing and/or nature of deposits into the
      Collection Account, the Distribution Account or REO Account or to change
      the name in which the Collection Account is maintained, provided that (a)
      the P&I Advance Date shall in no event be later than one day prior to the
      related Distribution Date, (b) such change shall not, as evidenced by an
      Opinion of Counsel addressed to the Trustee, adversely affect in any
      material respect the interests of any Certificateholder and (c) such
      change shall not result in the withdrawal, downgrade or qualification of
      the then-current rating assigned to any Class of Certificates, as
      evidenced by a letter from each Rating Agency to such effect;

            (v) to modify, eliminate or add to the provisions of Section 5.02(d)
      or any other provision hereof restricting transfer of the Residual
      Certificates by virtue of their being the REMIC "residual interests,"
      provided that (a) such change shall not result in the withdrawal,
      downgrade or qualification of the then-current rating assigned to any
      Class of Certificates, as evidenced by a letter from each Rating Agency to
      such effect, and (b) such change shall not, as evidenced by an Opinion of
      Counsel addressed to the Trustee (at the expense of the requesting party),
      cause the Trust Fund or any Trust REMIC or any of the Certificateholders
      (other than the Transferor) to be subject to a federal tax caused by a
      Transfer to a Person that is a Disqualified Organization or a Non-U.S.
      Person or a Transfer from a Person other than a U.S. Person;

            (vi) to make any other provisions with respect to matters or
      questions arising under this Agreement which shall not be materially
      inconsistent with the provisions of this Agreement, provided that such
      action shall not, as evidenced by an Opinion of Counsel addressed to the
      Trustee, adversely affect in any material respect the interests of any
      Certificateholder not consenting thereto; and

            (vii) to amend or supplement any provision hereof to the extent
      necessary to maintain the then-current rating or ratings assigned to each
      Class of Certificates by each Rating Agency as confirmed in writing.

            (b) This Agreement may also be amended from time to time by the
parties hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66 2/3% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding; or

            (iv) amend this Section 10.01.

            No amendment of this Agreement may alter the definition of Servicing
Standard in a manner that would materially adversely affect Certificateholders
without written confirmation from each Rating Agency that such amendment will
not result in the withdrawal, downgrade or qualification of the ratings assigned
to the Certificates by such Rating Agencies.

            (c) Notwithstanding the foregoing, the Trustee will not be entitled
to consent to any amendment hereto without having first received an Opinion of
Counsel to the effect that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee or any
other specified person in accordance with such amendment will not result in the
imposition of a tax on the Trust Fund, or any Trust REMIC or cause any Trust
REMIC to fail to qualify as a REMIC or the remaining portion of the Trust Fund
to fail to quality as a grantor trust.

            (d) Promptly after the execution of any such amendment, the Trustee
shall furnish a copy of such amendment to each Rating Agency and each
Certificateholder.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 10.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

            (f) The Trustee may, but shall not be obligated to, enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 10.01(a), (b) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer or the Trustee requests any
amendment of this Agreement in furtherance of the rights and interests of
Certificateholders, the cost of any Opinion of Counsel required in connection
therewith pursuant to Section 10.01(a), (b) or (c) shall be payable out of the
Collection Account.

            Section 10.02 Recordation of Agreement; Counterparts.

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Depositor on direction by
the Trustee, but only upon direction accompanied by an Opinion of Counsel (the
cost of which shall be paid by the Depositor) to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            Section 10.03 Limitation on Rights of Certificateholders.

            (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

            (b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

            (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Loan,
unless, with respect to any suit, action or proceeding upon or under or with
respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates of any Class evidencing not less than
25% of the related Percentage Interests in such Class shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding. The Trustee shall be under no
obligation to exercise any of the trusts or powers vested in it hereunder or to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Holders of Certificates unless
such Holders have offered to the Trustee reasonable security against the costs,
expenses and liabilities which may be incurred therein or hereby.

            It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 10.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

            Section 10.04 Governing Law.

            This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.

            Section 10.05 Notices.

            Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given if personally delivered at or mailed by registered mail, postage
prepaid (except for notices to the Trustee which shall be deemed to have been
duly given only when received), to: (i) (a) in the case of the Depositor, Credit
Suisse First Boston Mortgage Securities Corp., Eleven Madison Avenue, New York,
New York 10010, Attention: Allan J. Baum, with a copy to Pamela McCormack, Esq.,
Compliance Department, telecopy number: (212) 325-8282; (ii) in the case of the
Underwriters and the Initial Purchasers, (a) Credit Suisse First Boston
Corporation, Eleven Madison Avenue, New York, New York 10010, Attention: Allan
J. Baum, with a copy to Pamela McCormack, Esq., Compliance Department, telecopy
number: (212) 325-8282, (b) if sent to McDonald Investments Inc., shall be
mailed, delivered or telecopied to it at 800 Superior Avenue, Cleveland, Ohio
44114, Attention: Joe Chinnici; (c) if sent to PNC Capital Markets, Inc., shall
be mailed, delivered or telecopied to it at One PNC Plaza, 249 Fifth Avenue,
Pittsburgh, Pennsylvania 15222 Attention: Craig Grenci, Telecopy No.: (412)
762-9124, with a copy to Leonard Ferleger, telecopy number: (412) 705-2148;
(iii) in the case of the Master Servicer, Midland Loan Services, Inc. 210 West
10th Street, Kansas City, Missouri, 64105, Attention: President, telecopy
number: (816) 435-2327; (iv) in the case of the Special Servicer, Lennar
Partners, Inc., 760 Northwest 107th Avenue, Suite 400, Miami, Florida 33172,
Attention: Ron Schrager, telecopy number: (305) 226-3428; (v) in the case of the
Trustee, Wells Fargo Bank Minnesota, N.A., 11000 Broken Land Parkway, Columbia,
Maryland 21044-3562, Attention: Corporate Trust Services (CMBS) - Credit Suisse
First Boston Series 2002-CKP1, telecopy number: (410) 884-2360; (vi) in the case
of the Rating Agencies, (a) Moody's Investors Service Inc., 99 Church Street,
New York, New York 10007, Attention: Commercial MBS Monitoring Department,
telecopy number: (212) 553-0300; and (b) Standard and Poor's Ratings Services,
55 Water Street, New York 10041, Attention: CMBS Surveillance Group, telecopy
number: (212) 438-2662; (vii) in the case of the CSFB Mortgage Loan Seller,
Column Financial, Inc., 3414 Peachtree Road, N.E., Suite 1140, Atlanta, Georgia
30326-1113, Attention: Robert A. Barnes, telecopy number: (404) 239-0419; (viii)
in the case of the PNC Mortgage Loan Seller, PNC Bank, National Association, One
PNC Plaza, 249 Fifth Avenue, 19th Floor, Pittsburgh, Pennsylvania 15222,
Attention: Kristina Williams, telecopy number: (412) 705-1645, with a copy to
Gretchen Kelly, telecopy number: (412) 762-4334; (ix) in the case of the Key
Mortgage Loan Seller, KeyBank National Association, c/o Key Commercial Mortgage,
911 Main Street, Suite 1500, Kansas City, Missouri 64105, Attention: E.J. Burke,
telecopy number: (816) 460-2102 (with a copy to KeyBank National Association,
127 Public Square, Cleveland, Ohio 44114, Attn: Robert C. Bowes) and (x) in the
case of KRECM, KeyCorp Real Estate Capital Markets, Inc. d/b/a Key Commercial
Mortgage, 911 Main Street, Suite 1500, Kansas City, Missouri 64105, Attention:
E.J. Burke, telecopy number: (816) 460-2102 (with a copy to KeyBank National
Association, 127 Public Square, Cleveland, Ohio 44114, Attn: Robert C. Bowes) or
as to each such Person such other address as may hereafter be furnished by such
Person to the parties hereto in writing. Any communication required or permitted
to be delivered to a Certificateholder shall be deemed to have been duly given
when mailed first Class, postage prepaid, to the address of such Holder as shown
in the Certificate Register or, in the case of the Initial Requesting
Subordinate Certificateholder, First Chicago Capital Corporation, 55 West
Monroe, 18th Floor, Suite IL1-0616, Chicago, IL 60670 Attention: Kathleen Laird,
telecopy number: 312-732-1751. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given,
whether or not the Certificateholder receives such notice.

            Section 10.06 Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            Section 10.07 Grant of a Security Interest.

            The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets comprising the Trust Fund,
including without limitation, the Loans, all principal and interest received or
receivable with respect to the Loans (other than principal and interest payments
due and payable prior to the Cut-off Date and Principal Prepayments received
prior to the Cut-off Date), all amounts held from time to time in the Collection
Account, the Distribution Account and, if established, the REO Account, and all
reinvestment earnings on such amounts, and all of the Depositor's right, title
and interest in and to the proceeds of any title, hazard or other Insurance
Policies related to such Loans and (ii) this Agreement shall constitute a
security agreement under applicable law. This Section 10.07 shall constitute
notice to the Trustee pursuant to any of the requirements of the applicable UCC.

            Section 10.08 Successors and Assigns; Beneficiaries.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. No
other person, including, without limitation, any Borrower, shall be entitled to
any benefit or equitable right, remedy or claim under this Agreement.

            Section 10.09 Article and Section Headings.

            The article and Section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            Section 10.10 Notices to Rating Agencies.

            (a) The Trustee shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which a
Responsible Officer of the Trustee has actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the resignation or termination of the Master Servicer or the
      Special Servicer;

            (iv) any change in the location of the Distribution Account, the
      Excess Liquidation Proceeds Account or the Interest Reserve Account;

            (v) the repurchase of Loans by any Mortgage Loan Seller pursuant to
      Section 7 of the related Mortgage Loan Purchase Agreement; and

            (vi) the final payment to any Class of Certificateholders.

            (b) The Master Servicer shall use reasonable efforts promptly to
provide notice to each Rating Agency with respect to each of the following of
which it has actual knowledge:

            (i) the resignation or removal of the Trustee; and

            (ii) any change in the location of the Collection Account.

            (c) Each of the Master Servicer and the Special Servicer shall
promptly furnish to each Rating Agency copies of the following:

            (i) each of its annual statements as to compliance described in
      Section 3.13;

            (ii) all reports and other items for Loans delivered by each of the
      Master Servicer and Special Servicer pursuant to Section 3.12 (to the
      extent requested by such Rating Agency);

            (iii) each of its annual independent public accountants' servicing
      reports described in Section 3.14;

            (iv) each waiver and consent provided pursuant to Section 3.08 for
      Loans;

            (v) any officers' certificates delivered by the Master Servicer and
      the Special Servicer to the Trustee;

            (vi) all site inspections (to the extent requested by such Rating
      Agency);

            (vii) all operating statements (to the extent requested by such
      Rating Agency);

            (viii) all rent rolls and sales reports to the extent provided by
      the Borrowers and requested by such Rating Agency;

            (ix) any proposed no downgrade request;

            (x) any extension or modification of the Maturity Date of any Loan;

            (xi) any modification, waiver or amendment of any term of any Loan;
      and

            (xii) any other document that shall be reasonably requested by any
      Rating Agency.

            (d) The Trustee shall promptly after each Distribution Date make
available to each Rating Agency a copy of the related Statement to
Certificateholders.


<PAGE>


            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.

                                        CREDIT SUISSE FIRST BOSTON
                                        MORTGAGE SECURITIES CORP.
                                           Depositor


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        MIDLAND LOAN SERVICES, INC.
                                           Master Servicer


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        LENNAR PARTNERS, INC.
                                           Special Servicer


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WELLS FARGO BANK MINNESOTA,
                                           N.A., as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        Acknowledged and agreed solely as to
                                           Section 3.32:

                                        KEYCORP REAL ESTATE CAPITAL
                                           MARKETS, INC.
                                           Primary Servicer


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


<PAGE>


STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )

            On the _____ day of [_____], 2002 before me, a notary public in and
for said State, personally appeared ______________________________________ known
to me to be a __________________________ of Credit Suisse First Boston Mortgage
Securities Corp. and a __________________________ of Credit Suisse First Boston
Corporation, the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of said corporations, and
acknowledged to me that such corporations 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


<PAGE>


STATE OF _____________)
                      ) ss.:
COUNTY OF ____________)

            On the _____ day of [_____], 2002 before me, a notary public in and
for said State, personally appeared _________________________________ know to me
to be a _________________________ of Midland Loan Services, Inc., a Delaware
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation 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


<PAGE>


STATE OF _____________)
                      ) ss.:
COUNTY OF ____________)

            On the _____ day of [_____], 2002 before me,
_______________________, a notary public in and for said State, personally
appeared ______________________________ known to me to be a ___________________
of Lennar Partners, Inc., a Florida corporation that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said corporation, and acknowledged to me that such corporation 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


STATE OF _____________)
                      ) ss.:
COUNTY OF ____________)

            On the _____ day of [_____], 2002 before me,
_______________________, a notary public in and for said State, personally
appeared ______________________________ known to me to be a ___________________
of [___________], a national banking association that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said banking association, and acknowledged to me that such banking association
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


<PAGE>


STATE OF _____________)
                      ) ss.:
COUNTY OF ____________)

            On the _____ day of [_____], 2002 before me,
_______________________, a notary public in and for said State, personally
appeared ______________________________ known to me to be a ___________________
of KeyCorp Real Estate Capital Markets, Inc., an Ohio corporation that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
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


<PAGE>


                                   SCHEDULE I

                 RATES USED IN DETERMINATION OF CLASS A-SP AND
                          CLASS A-X PASS-THROUGH RATES

DISTRIBUTION                                     DISTRIBUTION
DATE                                             DATE
--------------                                   --------------
April 2002                7.40393                October 2005            7.16345
May 2002                  7.16412                November 2005           7.40321
June 2002                 7.40391                December 2005           7.16340
July 2002                 7.16409                January 2006            7.16338
August 2002               7.40388                February 2006           7.16336
September 2002            7.40387                March 2006              7.16409
October 2002              7.16405                April 2006              7.40308
November 2002             7.40384                May 2006                7.16327
December 2002             7.16403                June 2006               7.40302
January 2003              7.16401                July 2006               7.16321
February 2003             7.16400                August 2006             7.40296
March 2003                7.16454                September 2006          7.40292
April 2003                7.40377                October 2006            7.16216
May 2003                  7.16396                November 2006           7.40186
June 2003                 7.40375                December 2006           7.16209
July 2003                 7.16393                January 2007            7.16206
August 2003               7.40372                February 2007           7.16203
September 2003            7.40370                March 2007              7.16284
October 2003              7.16389                April 2007              7.40169
November 2003             7.40367                May 2007                7.16193
December 2003             7.16386                June 2007               7.40162
January 2004              7.40364                July 2007               7.16186
February 2004             7.16383                August 2007             7.40155
March 2004                7.16401                September 2007          7.40152
April 2004                7.40358                October 2007            7.16175
May 2004                  7.16377                November 2007           7.40144
June 2004                 7.40355                December 2007           7.16168
July 2004                 7.16374                January 2008            7.40137
August 2004               7.40351                February 2008           7.16161
September 2004            7.40349                March 2008              7.16188
October 2004              7.16369                April 2008              7.40127
November 2004             7.40345                May 2008                7.16153
December 2004             7.16365                June 2008               7.40122
January 2005              7.16363                July 2008               7.16147
February 2005             7.16361                August 2008             7.40116
March 2005                7.16427                September 2008          7.40113
April 2005                7.40335                October 2008            7.16139
May 2005                  7.16355                November 2008           7.40107
June 2005                 7.40331                December 2008           7.16133
July 2005                 7.16351                January 2009            7.16130
August 2005               7.40327                February 2009           7.16127
September 2005            7.40325                March 2009              7.16223
<PAGE>
                                                                     EXHIBIT A-1

                    FORM OF CLASS A-[1]-[2]-[3] CERTIFICATE

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-CKP1
                        Class A-[1]-[2]-[3] Certificate
<TABLE>
<CAPTION>
<S>                                         <C>
Pass-Through Rate: [A-1] [4.6270%]          [Initial Class A-1 Certificate Balance: $54,740,000]
Pass-Through Rate: [A-2] [6.2210%]          [Initial Class A-2 Certificate Balance: $112,435,000]
Pass-Through Rate: [A-3] [6.4390%]          [Initial Class A-3 Certificate Balance: $601,059,000]

[CUSIP No. [A-1] 22540V C5 9]               Denomination of this Certificate:  $_________
[CUSIP No. [A-2] 22540V C6 7]
[CUSIP No. [A-3] 22540V C7 5]

                                            Rated Final Distribution Date:  December 2035
</TABLE>

No.: A-[1][2][3]-[__]

      FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE CSFB MORTGAGE LOAN SELLER, THE PNC MORTGAGE LOAN SELLER, THE
KEYBANK MORTGAGE LOAN SELLER, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

      Unless and until it is exchanged in whole or in part for Certificates in
definitive form, this Certificate may not be transferred except as a whole (i)
by The Depository Trust Company, a New York corporation ("DTC") to a nominee of
DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC or (iii) by DTC
or any such nominee to a successor depository or a nominee of such successor
depository.

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Certificate
Registrar or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

      This certifies that CEDE & CO. (the "Certificateholder") is the registered
owner of a beneficial ownership interest in a trust (the "Trust") created
pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2002 (the
"Pooling and Servicing Agreement"), by and among Midland Loan Services, Inc., as
master servicer (the "Master Servicer"), Lennar Partners, Inc., as special
servicer (the "Special Servicer"), Wells Fargo Bank Minnesota, N.A., as trustee
(the "Trustee"), and Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor"). All capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement. This Certificate is described in the Pooling and Servicing
Agreement and is issued pursuant to and subject to the Pooling and Servicing
Agreement. By acceptance of this Certificate, each Certificateholder assents to
and becomes bound by the Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest represented by this Certificate of the amount required
to be distributed to the Certificateholders of this Class on such Distribution
Date pursuant to Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date;
and in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

      No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Master Servicer, the Special Servicer, the Depositor or the Trustee, except
to the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.


<PAGE>


      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by the manual or facsimile signature of the duly authorized signatory
of the Trustee.

                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Trustee

                                            By:
                                               ---------------------------------
                                               Authorized Signatory


                         CERTIFICATE OF AUTHENTICATION


      This is one of the Class A-[1][2][3] Certificates referred to in the
within mentioned Pooling and Servicing Agreement.

                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Authenticating Agent

                                            By:
                                               ---------------------------------
                                               Authorized Signatory

Dated:
      ---------------

<PAGE>


      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________ the within Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass Through Certificate, Series
2002-CKP1, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.

Dated:                                      By:
      -----------------                        ---------------------------------
                                               Signature


<PAGE>


                                                                     EXHIBIT A-2

                         FORM OF CLASS A-SP CERTIFICATE

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-CKP1
                             Class A-SP Certificate
                                (Variable Rate)
<TABLE>
<CAPTION>
<S>                                         <C>
Pass-Through Rate:  Variable                Original Class A-SP Notional Balance:  $591,275,000

CUSIP No. [144-A] 22540V E8 1               Notional Denomination of this Certificate:  $______

CUSIP No. [Reg S] U12679 HK 2               Rated Final Distribution Date:  December 2035
</TABLE>

No.:  A-SP-[   ]

      THIS CERTIFICATE IS AN "INTEREST ONLY" CERTIFICATE AND DOES NOT HAVE A
PRINCIPAL BALANCE. DISTRIBUTIONS WILL BE CALCULATED ON THE "CLASS A-SP NOTIONAL
BALANCE."

      FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G (a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

      THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE HOLDER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, (C) TO A PERSON WHO IS NOT A "U.S. PERSON" AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE
TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

      THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER AND MAY ALSO BE REQUIRED
TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR IS A U.S. PERSON WITHIN
THE MEANING OF RULE 902 UNDER REGULATION S.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE CSFB MORTGAGE LOAN SELLER, THE PNC MORTGAGE LOAN SELLER, THE
KEYBANK MORTGAGE LOAN SELLER, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

      Unless and until it is exchanged in whole or in part for Certificates in
definitive form, this Certificate may not be transferred except as a whole (i)
by The Depository Trust Company, a New York corporation ("DTC") to a nominee of
DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC or (iii) by DTC
or any such nominee to a successor depository or a nominee of such successor
depository.

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Certificate
Registrar or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

      This certifies that CEDE & CO. (the "Certificateholder") is the registered
owner of a beneficial ownership interest in a trust (the "Trust") created
pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2002 (the
"Pooling and Servicing Agreement"), by and among Midland Loan Services, Inc., as
master servicer (the "Master Servicer"), Lennar Partners, Inc., as special
servicer (the "Special Servicer"), Wells Fargo Bank Minnesota, N.A., as trustee
(the "Trustee"), and Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor"). All capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement. This Certificate is described in the Pooling and Servicing
Agreement and is issued pursuant to and subject to the Pooling and Servicing
Agreement. By acceptance of this Certificate, each Certificateholder assents to
and becomes bound by the Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest represented by this Certificate of the amount required
to be distributed to the Certificateholders of this Class on such Distribution
Date pursuant to Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date;
and in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates. No sale, transfer or other disposition of
this Certificate shall be permitted other than in accordance with the provisions
of Section 5.02 of the Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Master Servicer, the Special Servicer, the Depositor or the Trustee, except
to the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.


<PAGE>


      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by the manual or facsimile signature of the duly authorized signatory
of the Trustee.

                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Trustee

                                            By:
                                               ---------------------------------
                                               Authorized Signatory


                         CERTIFICATE OF AUTHENTICATION

      This is one of the Class A-SP Certificates referred to in the within
mentioned Pooling and Servicing Agreement.

                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Authenticating Agent

                                            By:
                                               ---------------------------------
                                               Authorized Signatory

Dated:
      ---------------

<PAGE>


      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________ the within Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass Through Certificate, Series
2002-CKP1, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.

Dated:                                      By:
      -----------------                        ---------------------------------
                                               Signature


<PAGE>


                                                                     EXHIBIT A-3

                         FORM OF CLASS A-X CERTIFICATE

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-CKP1
                             Class A-X Certificate
                                (Variable Rate)
<TABLE>
<CAPTION>
<S>                                         <C>
Pass-Through Rate: Variable                 Original Class A-X Notional Balance:  $992,871,599

CUSIP No. [144-A] 22540V E7 3               Notional Denomination of this Certificate:  $______

CUSIP No. [Reg S] U12679 HJ 5               Rated Final Distribution Date:  December 2035
</TABLE>

No.:  A-X-[   ]

      THIS CERTIFICATE IS AN "INTEREST ONLY" CERTIFICATE AND DOES NOT HAVE A
PRINCIPAL BALANCE. DISTRIBUTIONS WILL BE CALCULATED ON THE "CLASS A-X NOTIONAL
BALANCE."

      FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS860G (a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

      THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE HOLDER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, (C) TO A PERSON WHO IS NOT A "U.S. PERSON" AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE
TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

      THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN THE IMMIEDIATELY PRECEDING PARAGRAPH. A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER AND MAY ALSO BE REQUIRED
TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR IS A U.S. PERSON WITHIN
THE MEANING OF RULE 902 UNDER REGULATION S.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE CSFB MORTGAGE LOAN SELLER, THE PNC MORTGAGE LOAN SELLER, THE
KEYBANK MORTGAGE LOAN SELLER, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

      Unless and until it is exchanged in whole or in part for Certificates in
definitive form, this Certificate may not be transferred except as a whole (i)
by The Depository Trust Company, a New York corporation ("DTC") to a nominee of
DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC or (iii) by DTC
or any such nominee to a successor depository or a nominee of such successor
depository.

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Certificate
Registrar or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

      This certifies that CEDE & CO. (the "Certificateholder") is the registered
owner of a beneficial ownership interest in a trust (the "Trust") created
pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2002 (the
"Pooling and Servicing Agreement"), by and among Midland Loan Services, Inc., as
master servicer (the "Master Servicer"), Lennar Partners, Inc., as special
servicer (the "Special Servicer"), Wells Fargo Bank Minnesota, N.A., as trustee
(the "Trustee"), and Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor"). All capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement. This Certificate is described in the Pooling and Servicing
Agreement and is issued pursuant to and subject to the Pooling and Servicing
Agreement. By acceptance of this Certificate, each Certificateholder assents to
and becomes bound by the Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest represented by this Certificate of the amount required
to be distributed to the Certificateholders of this Class on such Distribution
Date pursuant to Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date;
and in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates. No sale, transfer or other disposition of
this Certificate shall be permitted other than in accordance with the provisions
of Section 5.02 of the Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Master Servicer, the Special Servicer, the Depositor or the Trustee, except
to the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.
<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by the manual or facsimile signature of the duly authorized signatory
of the

                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Trustee

                                            By:
                                               ---------------------------------
                                               Authorized Signatory

                         CERTIFICATE OF AUTHENTICATION

      This is one of the Class A-X Certificates referred to in the within
mentioned Pooling and Servicing Agreement.


                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Authenticating Agent

                                            By:
                                               ---------------------------------
                                               Authorized Signatory

Dated:
      ---------------

<PAGE>


      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________ the within Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass Through Certificate, Series
2002-CKP1, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.

Dated:                                      By:
      -----------------                        ---------------------------------
                                               Signature
<PAGE>

                                                                     EXHIBIT A-4

                       FORM OF CLASS [B][C][D][E] CERTIFICATE
      CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-CKP1
                         Class [B][C][D][E] Certificate
<TABLE>
<CAPTION>
<S>                                         <C>
Pass-Through Rate [Class B]:[6.5740%]       [Initial Class B Certificate Balance:  $39,715,000]

Pass-Through Rate [Class C]:[6.6570%]       [Initial Class C Certificate Balance:  $13,652,000]

Pass-Through Rate [Class D]:[6.7160%]       [Initial Class D Certificate Balance:  $26,063,000]

Pass-Through Rate [Class E]:[6.8010%]       [Initial Class E Certificate Balance: $14,893,000]

[CUSIP No. [Class B] 22540V C8 3]           Denomination of this Certificate:  $__________

[CUSIP No. [Class C] 22540V C9 1]

[CUSIP No. [Class D] 22540V D2 5]

[CUSIP No. [Class E] 22540V D3 3]           Rated Final Distribution Date: December 2035
</TABLE>

No.:  [B][C][D][E]-[__]

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1,
CLASS A-2, CLASS A-3, CLASS A-SP AND CLASS A-X [AND CLASS [B] AND CLASS [C]
CERTIFICATES AND CLASS [D] CERTIFICATES] AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

      FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE CSFB MORTGAGE LOAN SELLER, THE PNC MORTGAGE LOAN SELLER, THE
KEYBANK MORTGAGE LOAN SELLER, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

      Unless and until it is exchanged in whole or in part for Certificates in
definitive form, this Certificate may not be transferred except as a whole (i)
by The Depository Trust Company, a New York corporation ("DTC") to a nominee of
DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC or (iii) by DTC
or any such nominee to a successor depository or a nominee of such successor
depository.

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Certificate
Registrar or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

      This certifies that CEDE & CO. (the "Certificateholder") is the registered
owner of a beneficial ownership interest in a trust (the "Trust") created
pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2002 (the
"Pooling and Servicing Agreement"), by and among Midland Loan Services, Inc., as
master servicer (the "Master Servicer"), Lennar Partners, Inc., as special
servicer (the "Special Servicer"), Wells Fargo Bank Minnesota, N.A., as trustee
(the "Trustee"), and Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor"). All capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement. This Certificate is described in the Pooling and Servicing
Agreement and is issued pursuant to and subject to the Pooling and Servicing
Agreement. By acceptance of this Certificate, each Certificateholder assents to
and becomes bound by the Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest represented by this Certificate of the amount required
to be distributed to the Certificateholders of this Class on such Distribution
Date pursuant to Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date;
and in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

      No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Master Servicer, the Special Servicer, the Depositor or the Trustee, except
to the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.

<PAGE>


      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by the manual or facsimile signature of the duly authorized signatory
of the Trustee.

                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Trustee

                                            By:
                                               ---------------------------------
                                               Authorized Signatory


                         CERTIFICATE OF AUTHENTICATION

      This is one of the Class [B][C][D][E] Certificates referred to in the
within mentioned Pooling and Servicing Agreement.


                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Authenticating Agent

                                            By:
                                               ---------------------------------
                                               Authorized Signatory

Dated:
      ---------------

<PAGE>


      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________ the within Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass Through Certificate, Series
2002-CKP1, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.

Dated:                                      By:
      -----------------                        ---------------------------------
                                               Signature


<PAGE>


                                                                     EXHIBIT A-5

                   FORM OF CLASS [F][G][H][J-AD] CERTIFICATE

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-CKP1
                       Class [F][G][H][J-AD] Certificate
<TABLE>
<CAPTION>
<S>                                         <C>
[Pass-Through Rate [Class F]:  [Variable]   [Initial Class F Certificate Balance:  $13,652,000]

[Pass-Through Rate [Class G]:  [Variable]   [Initial Class G Certificate Balance:  $14,893,000]

[Pass-Through Rate [Class H]: [Variable]    [Initial Class H Certificate Balance:  $14,893,000]

[Pass-Through Rate [Class J-AD]: [6.2940%]  [Initial Class J-AD Certificate Balance:  $19,857,000]

CUSIP No. [Class F] [144-A] 22540V D4 1     Denomination of this Certificate:  $[_________]
CUSIP No. [Class F] [Reg S]  U12679 HC 0
CUSIP No. [Class G] [144-A] 22540V D5 8     Rated Final Distribution Date: December 2035
CUSIP No. [Class G] [Reg S] U12679 HD 8
CUSIP No. [Class H] [144-A] 22540V D6 6
CUSIP No. [Class H] [Reg S] U12679 HE 6
CUSIP No. [Class J-AD] [144-A] 22540V D7 4
CUSIP No. [Class J-AD] [Reg S] U12679 HF 3
</TABLE>

No.: [F][G][H][J-AD] -[__]

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1,
CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SP, CLASS A-X, CLASS B, CLASS C, CLASS
D AND CLASS E [AND CLASS [F] AND CLASS [G] AND CLASS [H] CERTIFICATES] AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

      THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO A PERSON WHO IS NOT A "U.S.
PERSON" AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY
THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

      THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT
AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND IT IS
A U.S. PERSON WITHIN THE MEANING OF RULE 902 UNDER REGULATION S.

      FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE CSFB MORTGAGE LOAN SELLER, THE PNC MORTGAGE LOAN SELLER, THE
KEYBANK MORTGAGE LOAN SELLER, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

      [Legend for Regulation S Global Certificate - PRIOR TO THE DATE THAT IS 40
DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THE CERTIFICATES
AND (B) March 26, 2002, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF
1933, AS AMENDED.]

      Unless and until it is exchanged in whole or in part for Certificates in
definitive form, this Certificate may not be transferred except as a whole (i)
by The Depository Trust Company, a New York corporation ("DTC") to a nominee of
DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC or (iii) by DTC
or any such nominee to a successor depository or a nominee of such successor
depository.

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Certificate
Registrar or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

      This certifies that CEDE & CO. (the "Certificateholder") is the registered
owner of a beneficial ownership interest in a trust (the "Trust") created
pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2002 (the
"Pooling and Servicing Agreement"), by and among Midland Loan Services, Inc., as
master servicer (the "Servicer"), Lennar Partners, Inc., as special servicer
(the "Special Servicer"), Wells Fargo Bank Minnesota, N.A., as trustee (the
"Trustee"), and Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor"). All capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement. This Certificate is described in the Pooling and Servicing
Agreement and is issued pursuant to and subject to the Pooling and Servicing
Agreement. By acceptance of this Certificate, each Certificateholder assents to
and becomes bound by the Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest represented by this Certificate of the amount required
to be distributed to the Certificateholders of this Class on such Distribution
Date pursuant to Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date;
and in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

      No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Master Servicer, the Special Servicer, the Depositor or the Trustee, except
to the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.

<PAGE>


      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by the manual or facsimile signature of the duly authorized signatory
of the Trustee.

                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Trustee

                                            By:
                                               ---------------------------------
                                               Authorized Signatory


                         CERTIFICATE OF AUTHENTICATION

      This is one of the Class [F][G][H][J-AD] certificates referred to in the
within mentioned Pooling and Servicing Agreement.


                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Authenticating Agent

                                            By:
                                               ---------------------------------
                                               Authorized Signatory

Dated:
      ---------------

<PAGE>


      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________ the within Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass Through Certificate, Series
2002-CKP1, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.

Dated:                                      By:
      -----------------                        ---------------------------------
                                               Signature


<PAGE>


                                                                     EXHIBIT A-6

              FORM OF CLASS [K-Z][L][M][N][O][P][Q][S] CERTIFICATE

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-CKP1
                  Class[K-Z][L][M][N] [O][P][Q][S] Certificate
<TABLE>
<CAPTION>
<S>                                         <C>
[Pass-Through Rate [Class K-Z]:  6.2940%]   [Initial Certificate Principal Balance [Class K-Z]:  $0]

[Pass-Through Rate [Class L]:  6.2940%]     [Initial Certificate Principal Balance [Class L]:  $16,134,000]

[Pass-Through Rate [Class M]:  6.2940%]     [Initial Certificate Principal Balance [Class M]:  $8,688,000]

[Pass-Through Rate [Class N]:  6.2940%]     [Initial Certificate Principal Balance [Class N]:  $7,447,000]

[Pass-Through Rate [Class O]:  6.2940%]     [Initial Certificate Principal Balance [Class O]:  $8,687,000]

[Pass-Through Rate [Class P]:  6.2940%]     [Initial Certificate Principal Balance [Class P]:  $4,965,000]

[Pass-Through Rate [Class Q]:  6.2940%]     [Initial Certificate Principal Balance [Class Q]:  $4,964,000]

[Pass-Through Rate [Class S]:  6.2940%]     [Initial Certificate Principal Balance [Class S]:  $16,134,599]

                                            [For Class K-Z only: Portion of Maximum Class Principal Balance of the Class K-Z
                                            Certificates allocable to this Class K-Z Certificate $19,857,00]

CUSIP No. [Class K-Z 144A] 22540V D8 2      Denomination of this Certificate:  $[______]

CUSIP No. [Class K-Z Reg S] U12679 HG 1     Rated Final Distribution Date: December 2035

CUSIP No. [Class L 144A] 22540V D9 0
CUSIP No. [Class L Reg S] U12679 HH 9
CUSIP No. [Class M 144A] 22540V E2 4
CUSIP No. [Class N 144A] 22540V E3 2
CUSIP No. [Class O 144A] 22540V E4 0
CUSIP No. [Class P 144A] 22540V E5 7
CUSIP No. [Class Q 144A] 22540V E6 5
CUSIP No. [Class S 144A] 22540V E9 9
</TABLE>

No.: [K-Z][L][M][N][O][P][Q][S]-[   ]

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1,
CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-X, CLASS A-SP, CLASS B, CLASS C, CLASS
D, CLASS E, CLASS F, CLASS G, CLASS H AND CLASS J-AD [AND CLASS [K-Z] AND CLASS
[L] AND CLASS [M] AND CLASS [N] AND CLASS [O] AND CLASS [P] AND CLASS [Q]
CERTIFICATES] AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

      THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO A PERSON WHO IS NOT A "U.S.
PERSON" AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY
THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

      THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT
AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND IT IS
A U.S. PERSON WITHIN THE MEANING OF RULE 902 UNDER REGULATION S.

      THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL
RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY ESSENTIALLY SIMILAR
FEDERAL STATE OR LOCAL LAW (A "SIMILAR LAW") (EACH A "PLAN"), OR (B) A
COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE
ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO
INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE
ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT
CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION
406 OR 407 OF ERISA, SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
CHARACTERIZATION UNDER ANY SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING
DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER
IN THE FORM SET FORTH IN THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT OR
(ii) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B)
ABOVE, SUCH ENTITY SHALL PROVIDE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OR HOLDING OF THE CERTIFICATES BY
OR ON BEHALF OF A PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE
CODE OR SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE,
AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR OR
THE TRUSTEE TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL
INTEREST IN AN OFFERED PRIVATE CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT
IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF
ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN, AN INSURANCE COMPANY USING THE
ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT
CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION
406 OR 407 OF ERISA SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
CHARACTERIZATION UNDER ANY SIMILAR LAW.

      FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE CSFB MORTGAGE LOAN SELLER, THE PNC MORTGAGE LOAN SELLER, THE
KEYBANK MORTGAGE LOAN SELLER, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

      [Legend for Regulation S Global Certificate - PRIOR TO THE DATE THAT IS 40
DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THE CERTIFICATES
AND (B) March 26, 2002, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF
1933, AS AMENDED.]

      [For Class K-Z only: THE CERTIFICATE PRINCIPAL BALANCE HEREOF MAY NEVER
EQUAL THE PORTION OF THE MAXIMUM CLASS PRINCIPAL BALANCE OF THE CLASS K-Z
CERTIFICATES ALLOCABLE HERETO.]

      Unless and until it is exchanged in whole or in part for Certificates in
definitive form, this Certificate may not be transferred except as a whole (i)
by The Depository Trust Company, a New York corporation ("DTC") to a nominee of
DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC or (iii) by DTC
or any such nominee to a successor depository or a nominee of such successor
depository.

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Certificate
Registrar or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

      This certifies that ______________________ (the "Certificateholder") is
the registered owner of a beneficial ownership interest in a trust (the "Trust")
created pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2002
(the "Pooling and Servicing Agreement"), by and among Midland Loan Services,
Inc., as master servicer (the "Master Servicer"), Lennar Partners, Inc., as
special servicer (the "Special Servicer"), Wells Fargo Bank Minnesota, N.A., as
trustee (the "Trustee"), and Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor"). All capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed thereto in the Pooling
and Servicing Agreement. This Certificate is described in the Pooling and
Servicing Agreement and is issued pursuant to and subject to the Pooling and
Servicing Agreement. By acceptance of this Certificate, each Certificateholder
assents to and becomes bound by the Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest represented by this Certificate of the amount required
to be distributed to the Certificateholders of this Class on such Distribution
Date pursuant to Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date;
and in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

      No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Master Servicer, the Special Servicer, the Depositor or the Trustee, except
to the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.

<PAGE>


      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by the manual or facsimile signature of the duly authorized signatory
of the Trustee.

                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Trustee

                                            By:
                                               ---------------------------------
                                               Authorized Signatory


                         CERTIFICATE OF AUTHENTICATION

      This is one of the Class [K-][L][M][N][O][P][Q][S] Certificates referred
to in the within mentioned Pooling and Servicing Agreement.


                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Authenticating Agent

                                            By:
                                               ---------------------------------
                                               Authorized Signatory

Dated:
      ---------------

<PAGE>


      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________ the within Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass Through Certificate, Series
2002-CKP1, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.

Dated:                                      By:
      -----------------                        ---------------------------------
                                               Signature

<PAGE>


                                                                     EXHIBIT A-7

                           FORM OF CLASS V CERTIFICATE

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-CKP1
                               Class V Certificate

No.: V-[   ]                                         Percentage Interest: [100%]

      THIS CERTIFICATE DOES NOT HAVE A PRINCIPAL BALANCE AND IS ENTITLED TO
RECEIVE DISTRIBUTIONS ONLY IN RESPECT OF EXCESS INTEREST, IF ANY.

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

      THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO A PERSON WHO IS NOT A "U.S.
PERSON" AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY
THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

      THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE TO ANY PERSON THAT IS AN
"INELIGIBLE CLASS V OWNER" (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT).

      THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT
AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND IT IS
A U.S. PERSON WITHIN THE MEANING OF RULE 902 UNDER REGULATION S.

      THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL
RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY ESSENTIALLY SIMILAR
FEDERAL STATE OR LOCAL LAW (A "SIMILAR LAW") (EACH A "PLAN"), OR (B) A
COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE
ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO
INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF ANY SUCH PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING
DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM
SET FORTH IN THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT. THE TRANSFEREE
OF A BENEFICIAL INTEREST IN AN OFFERED PRIVATE CERTIFICATE SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR
USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST.

      This certifies that _______________________ (the "Certificateholder") is
the registered owner of a beneficial ownership interest in a trust (the "Trust")
created pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2002
(the "Pooling and Servicing Agreement"), by and among Midland Loan Services,
Inc., as master servicer (the "Master Servicer"), Lennar Partners, Inc., as
special servicer (the "Special Servicer"), Wells Fargo Bank Minnesota, N.A., as
trustee (the "Trustee"), and Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor"). All capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed thereto in the Pooling
and Servicing Agreement. This Certificate is described in the Pooling and
Servicing Agreement and is issued pursuant to and subject to the Pooling and
Servicing Agreement. By acceptance of this Certificate, each Certificateholder
assents to and becomes bound by the Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest set forth above of the amount required to be distributed
to the Certificateholders of this Class on such Distribution Date pursuant to
Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date
in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

      No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Master Servicer, the Special Servicer, the Depositor or the Trustee, except
to the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.

<PAGE>


      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by the manual or facsimile signature of the duly authorized signatory
of the Trustee.

                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Trustee

                                            By:
                                               ---------------------------------
                                               Authorized Signatory


                         CERTIFICATE OF AUTHENTICATION

      This is one of the Class V Certificates referred to in the within
mentioned Pooling and Servicing Agreement.

                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Authenticating Agent

                                            By:
                                               ---------------------------------
                                               Authorized Signatory

Dated:
      ---------------

<PAGE>


                                                                     EXHIBIT A-8

                          FORM OF RESIDUAL CERTIFICATE
                              Class R CERTIFICATE

No.:  R-[  ]                                         Percentage Interest: [   %]

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

      THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE HOLDER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST PAGE OF THIS CERTIFICATE.

      THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN THE PREVIOUS PARAGRAPH. A TRANSFEREE IS
ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN
THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE
IS A QUALIFIED INSTITUTIONAL BUYER AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.

      THIS CERTIFICATE IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL SAVINGS AND LOAN INSURANCE CORPORATION, THE
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

      THIS CERTIFICATE MAY NOT BE HELD OR TRANSFERRED TO A NON-U.S. PERSON (AS
DEFINED IN THE POOLING AND SERVICING AGREEMENT) OR DISQUALIFIED ORGANIZATION (AS
DEFINED BELOW).

      FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "RESIDUAL
INTEREST" IN FIVE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G(a)(2) AND 860D OF THE CODE.

      THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL
RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY ESSENTIALLY SIMILAR
FEDERAL STATE OR LOCAL LAW (A "SIMILAR LAW") (EACH A "PLAN"), OR (B) A
COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE
ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO
INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF ANY SUCH PLAN. TRANSFEREES OF THIS CERTIFICATE SHALL BE
REQUIRED TO DELIVER A LETTER IN THE FORM SET FORTH IN THE POOLING AND SERVICING
AGREEMENT TO SUCH EFFECT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN AN OFFERED
PRIVATE

      CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON
ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH
INTEREST.

      FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "RESIDUAL
INTEREST" IN FIVE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE.

      TRANSFER OF THIS CLASS R CERTIFICATE IS RESTRICTED AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. NO TRANSFER OF THIS CLASS R CERTIFICATE MAY BE
MADE TO A "DISQUALIFIED ORGANIZATION" OR A NON-U.S. PERSON (AS DEFINED IN THE
POOLING AND SERVICING AGREEMENT). A DISQUALIFIED ORGANIZATION (AS DEFINED IN THE
POOLING AND SERVICING AGREEMENT) INCLUDES: ANY OF (i) THE UNITED STATES, ANY
STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES OR
ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY THAT 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 SUCH GOVERNMENTAL UNIT), (ii) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (iii) ANY
ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521
OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
(INCLUDING

      THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME) AND (iv) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(A)(2)(C) OF THE CODE. NO TRANSFER OF THIS CLASS R CERTIFICATE WILL BE
REGISTERED BY THE CERTIFICATE REGISTRAR UNLESS THE PROPOSED TRANSFEREE HAS
DELIVERED AN AFFIDAVIT AFFIRMING, AMONG OTHER THINGS, THAT THE PROPOSED
TRANSFEREE IS NOT A DISQUALIFIED ORGANIZATION, IS NOT A NON-U.S. PERSON, AND IS
NOT ACQUIRING THE CLASS R CERTIFICATE FOR THE ACCOUNT OF A DISQUALIFIED
ORGANIZATION OR A NON-U.S. PERSON. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A NON-U.S. PERSON OR ANY AGENT OF
A DISQUALIFIED ORGANIZATION OR A NON U.S. PERSON, SUCH REGISTRATION SHALL BE
DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE
DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT
LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH. A COPY OF THE FORM OF AFFIDAVIT
REQUIRED OF EACH PROPOSED TRANSFEREE IS ON FILE AND AVAILABLE FROM THE TRUSTEE.

      A TRANSFER IN VIOLATION OF THE APPLICABLE RESTRICTIONS MAY GIVE RISE TO A
SUBSTANTIAL TAX UPON THE UNAFFILIATED SELLER OR, IN CERTAIN CASES, UPON AN AGENT
ACTING FOR THE TRANSFEREE. A PASS-THROUGH ENTITY THAT HOLDS THIS CLASS R
CERTIFICATE AND THAT HAS A DISQUALIFIED ORGANIZATION AS A RECORD OWNER IN ANY
TAXABLE YEAR GENERALLY WILL BE SUBJECT TO A TAX FOR EACH SUCH YEAR EQUAL TO THE
PRODUCT OF (A) THE AMOUNT OF EXCESS INCLUSIONS WITH RESPECT TO THE PORTION OF
THIS CERTIFICATE OWNED THROUGH SUCH PASS-THROUGH ENTITY BY SUCH DISQUALIFIED
ORGANIZATION, AND (B) THE HIGHEST MARGINAL FEDERAL TAX RATE ON CORPORATIONS. FOR
PURPOSES OF THE PRECEDING SENTENCE, THE TERM "PASS-THROUGH" ENTITY INCLUDES
REGULATED INVESTMENT COMPANIES, REAL ESTATE INVESTMENT TRUSTS, COMMON TRUST
FUNDS, PARTNERSHIPS, TRUSTS, ESTATES, COOPERATIVES TO WHICH PART I OF SUBCHAPTER
T OF THE CODE APPLIES AND, EXCEPT AS PROVIDED IN REGULATIONS, NOMINEES. ALL
INTERESTS IN AN "ELECTING LARGE PARTNERSHIP" WILL BE TREATED AS HELD BY
DISQUALIFIED ORGANIZATIONS FOR PURPOSES OF THIS TAX.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OR INTEREST IN THE
DEPOSITOR, THE CSFB MORTGAGE LOAN SELLER, THE PNC MORTGAGE LOAN SELLER, THE
KEYBANK MORTGAGE LOAN SELLER, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOT THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

      This certifies that ________________________ (the "Certificateholder") is
the registered owner of a beneficial ownership interest in a trust (the "Trust")
created pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2002
(the "Pooling and Servicing Agreement"), by and among Midland Loan Services,
Inc., as master servicer (the "Master Servicer"), Lennar Partners, Inc., as
special servicer (the "Special Servicer"), Wells Fargo Bank Minnesota, N.A., as
trustee (the "Trustee"), and Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor"). All capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed thereto in the Pooling
and Servicing Agreement. This Certificate is described in the Pooling and
Servicing Agreement and is issued pursuant to and subject to the Pooling and
Servicing Agreement. By acceptance of this Certificate, each Certificateholder
assents to and becomes bound by the Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest set forth above of the amount required to be distributed
to the Certificateholders of this Class on such Distribution Date pursuant to
Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date
and in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

      No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Master Servicer, the Special Servicer, the Depositor or the Trustee, except
to the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.

<PAGE>


      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by the manual or facsimile signature of the duly authorized signatory
of the Trustee.

                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Trustee

                                            By:
                                               ---------------------------------
                                               Authorized Signatory


                         CERTIFICATE OF AUTHENTICATION

      This is one of the Class [R] Certificates referred to in the within
mentioned Pooling and Servicing Agreement.


                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            not in its individual capacity,
                                            but solely as Authenticating Agent

                                            By:
                                               ---------------------------------
                                               Authorized Signatory

Dated:
      ---------------

<PAGE>


      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________ the within Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass Through Certificate, Series
2002-CKP1, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.

Dated:                                      By:
      -----------------                        ---------------------------------
                                               Signature


<PAGE>


                                                                       EXHIBIT B


                             MORTGAGE LOAN SCHEDULE


CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2002-CKP1

<TABLE>
<CAPTION>



 #    CROSSED   PROPERTY NAME
---   -------   -------------
<S>     <C>     <C>
  1             Metroplex West
  2             300 M Street Office Building
  3             The Shops at Deerfield Square
  4             LOCKE SOVRAN PORTFOLIO
 4A             Uncle Bob's Self Storage
 4B             Security Self Storage
 4C             Security Self Storage
 4D             Central Self Storage
 4E             Mini-Stor Self Storage
 4F             Uncle Bob's Self Storage
 4G             Central Self Storage
 4H             Uncle Bob's Self Storage
 4I             Uncle Bob's Self Storage
 4J             Central Self Storage
 4K             Security Self Storage
 4L             Uncle Bob's Self Storage
 4M             Uncle Bob's Self Storage
 4N             Central Self Storage
 4O             Saco Self Storage
 4P             Central Self Storage
 4Q             Uncle Bob's Self Storage
 4R             Central Self Storage
 4S             Uncle Bob's Self Storage
 4T             Central Self Storage
 4U             Central Self Storage
 4V             Security Self Storage
 4W             Security Self Storage
 4X             Central Self Storage
 4Y             Dor-Co Self Storage
 4Z             Central Self Storage
4AA             Central Self Storage
  5     (A)     Tuttle Crossing
  6     (A)     Western Hills Marketplace
  7     (A)     Montgomery Crossing
  8             Park Center Office Building
  9             Oak Ridge Office Portfolio
 10             Clopper Road Portfolio
 11             Bridgepark Shopping Center
 12             The Summit - Phase II
 13             130 Fifth Avenue
 14             Colonial Grand  @ Bayshore
 15             Raytheon Building
 16             Nancy Ridge Technology Center
 17             Spradlin Farm Shopping Center
 18             Bay Point Apartments
 19             Chaparral Apartments
 20             Seville Place Apartments
 21             The Piccard Building
 22             The Leeward Apartments
 23             Plantation Point Plaza
 24             Park Hamilton Apartments
 25             Ridge Park Square
 26             The Fox Chase Apartments
 27             Honeywell Building
 28             Brookwood Village Townhouses
 29             Lattimore Medical Building
 30             The Medical Pavilion
 31             Findlay Tall Timbers
 32             Walnut Grove Plaza Shopping Center
 33             Bruton Oaks Apartments
 34             Country Creek Apartments
 35             Tower Office Plaza 1
 36             Versailles Apartments
 37             Highland Road Village I & II
 38             Cherokee Commons Shopping Center
 39             Willow Lake West Shopping Center
 40             Germantown Technology Center
 41             Royal Oaks Manor Apartments
 42             Dimond Shopping Center
 43             Darrow Place Apartments
 44             Stewart's Landing Apartments
 45             Natomas Self Storage
 46             Pine Creek Apartments
 47             Kingston Square Apartments
 48             Chapel Ridge of Emporia Apartments
 49             Pine Tree Park Apartments
 50             Kimball Square Apartments
 51             Oak Valley Apartments
 52             Franklin Marketplace Shopping Center
 53             Fairways Office Center
 54             Red Sierra Drive Apartments
 55             Chapel Ridge Apartments of Haysville
 56             North Port Shopping Center
 57             Hazleton Apartments
 58             Best Buy Store #422-Richmond
 59             Katella Plaza
 60             Village Square Apartments
 61             Water Street Plaza
 62             Apple Creek Apartments
 63             Madison on Dietrich Apartments
 64             Cornerstone Court West
 65             Highlands Business Center I and II
 66             St. Augustine Apartments
 67             Fisher's Mercantile Center
 68             Baric Commons Apartments
 69             Chapman Restaurants
 70             Deer Run Apartments
 71             Montgomery North Medical Center
 72             Breckenridge Apartments
 73             Walgreens Drug Store-Scherville
 74             Landmark Apartments
 75             Walgreens Drug Store-Wichita
 76             Silverwood Apartments
 77             Walgreens Drug Store-Greenwood
 78             Walgreens Plaza-Peabody
 79             Walgreens Drug Store-Bartlett
 80             Matador Villa Apartments
 81             Colonial Village Apartments
 82             Kendall Apartments
 83             Terrace Park & Cancer Care Medical Office
 84             Superior Self Storage
 85             Dancea Apartments
 86             Trail Commerce Center
 87             Newhall Avenue Apartments
 88             Walgreens Drug Store-Indianapolis
 89             The 1800 Building
 90             South Wales Mini Storage
 91             Springwood Apartments
 92             Best Buy-Joplin
 93             Scott Plaza Apartments
 94             Walgreens Drug Store-Lenoir City
 95             Central Park Apartments
 96             The Bungalows
 97             Chicago Heights Apartments
 98             Barry Towne Shopping Center
 99             Indian Ridge Apartments
100             Metroplaza Shopping Center
101             The Design Center
102             Bartlett Apartments
103             Spring Hollow Apartments
104             Heights Plaza Apartments
105             Crystal Lake Townhomes
106             Plaza South Shopping Center
107             Northern Passage Building
108             Oaks of Ashford Point II Apartments
109             Century Plaza Office Building
110             Regency Oaks Apartments
111             Park High Apartments
112             Indian Park Plaza
113             Hoffner/Airport Office Center
114             Cherry Estates Mobile Home Park
115     (B)     Hawthorne Apartments
116     (B)     Pinecrest Apartments
117             Ingleside Quarters
118             Silver Lake Mobile Home Park
119             Linden Place Apartments
120             Bethel of Gardner
121             4402 Swiss Avenue
122             300 Ed Wright Lane
123             Todd Investments
124             Kingwood Loop 494 Shopping Center
125             Leisure Days RV Resort
126             Fox Chase Park Apartments
127             Shadow Ridge Mobile Home Park
128             Alhambra Business Center - Phase II
129             18000 Encino Plaza
130             Shady Acres Mobile Home Park
131             Willow Brook Apartments
132             Chapel Ridge Apartments, Phase I
133             Tempe Professional Plaza
134             Villa Park Mobile Home Park
135             Louetta Plaza
136             Suffolk Pines Mobile Home Park
137             Washington Square
138             Chapel Ridge Apartments, Phase II
139             Admiral Manufactured Housing Community and Self Storage
140             Blonde (Quality) Apartments
141             Ardmore Self-Service Storage
142             Ridgefield Bank
143             North Reading Shopping Center
144             Fredricksburg Apartments
145             Bancroft Court Apartments
146             Bell Plaza
147             Cheyenne Apartments
148             Willow Ridge Apartments
149             Rose Meadows Apartments
150             734 Lancaster Avenue
151             Kingston Court Apartments
152             Bishop Court Apartments
153             Mesa Verde Mobile Home Park
154             Valley View Shopping Center
155             Amber Woods Apartments
156             West Queen Garden Apartments

<CAPTION>


                                                                                                                 ZIP     MORTGAGE
 #                                      ADDRESS                                            CITY        STATE    CODE   LOAN SELLER
---                                     -------                                            ----        -----    ----   -----------
<S>   <C>                                                                         <C>                   <C>    <C>       <C>
  1   Chemical Road and Germantown Pike                                           Plymouth Meeting      PA     19462     Column
  2   300 M Street, SE                                                            Washington            DC     20003     Column
  3   740 Waukegan Road                                                           Deerfield             IL     60015       Key
  4                                                                                                                        PNC
 4A   19200 Neff Road                                                             Cleveland             OH     44119
 4B   73 Pleasant Street                                                          Dracut                MA     01826
 4C   114 Pleasant Valley                                                         Methuen               MA     01844
 4D   6250 Westward                                                               Houston               TX     77081
 4E   6 Washington Circle                                                         Sandwich              MA     02563
 4F   1725 Roswell Road                                                           Marietta              GA     30062
 4G   2233 Franklin Drive                                                         Mesquite              TX     75150
 4H   4311 Samuel Boulevard                                                       Dallas                TX     75228
 4I   10114 Old Katy Road                                                         Houston               TX     77043
 4J   10640 Hempstead Road                                                        Houston               TX     77092
 4K   7437 Garners Ferry Road                                                     Columbia              SC     29209
 4L   191 Salem Church Road                                                       Harrisburg            PA     17055
 4M   3787 Elm Road North East                                                    Warren                OH     44483
 4N   15300 Kuykendahl                                                            Houston               TX     77090
 4O   6 Industrial Park Road                                                      Saco                  ME     04072
 4P   920 Highway 80 East                                                         Mesquite              TX     75149
 4Q   11670 Airline Highway                                                       Baton Rouge           LA     70816
 4R   9951 Harwin Drive                                                           Houston               TX     77066
 4S   3343 Southwest  Military Drive                                              San Antonio           TX     78211
 4T   1606 Plantation Road                                                        Dallas                TX     75235
 4U   3540 Hunt Lane                                                              San Antonio           TX     78227
 4V   1320 Georgia Highway 40 East                                                Kingsland             GA     31548
 4W   600 Cannon Road                                                             Myrtle Beach          SC     29577
 4X   8450 Cook Road                                                              Houston               TX     77072
 4Y   430 Spencer Street                                                          Syracuse              NY     13204
 4Z   14318 Highway 249                                                           Houston               TX     77086
4AA   8801 Boone Road                                                             Houston               TX     77099
  5   5700-5840, 5930 Britton Parkway                                             Columbus              OH     43016       Key
  6   N/W/C of Glenway Avenue & Glencrossing Way                                  Cincinnati            OH     45238       Key
  7   Fields Ertel Road and Montgomery Road                                       Cincinnati            OH     45249       Key
  8   2400 Dallas Parkway                                                         Plano                 TX     75093     Column
  9   151 Lafayette Drive and 1055, 1060, 1009, 1093 & 1099 Commerce Park Drive   Oak Ridge             TN     37830     Column
 10   1201, 930 and 940 Clopper Road                                              Gaithersburg          MD     20878     Column
 11   27702 Crown Valley Parkway                                                  Ladera Ranch          CA     92694     Column
 12   275 Summit Boulevard                                                        Birmingham            AL     35243     Column
 13   130 Fifth Avenue                                                            New York              NY     10011     Column
 14   4148 53Rd Avenue                                                            Bradenton             FL     34210       PNC
 15   2101 El Segundo Boulevard                                                   El Segundo            CA     90245       Key
 16   6310-6330 Nancy Ridge Drive And 6350-6370 Nancy Ridge Drive                 San Diego             CA     92121       PNC
 17   Us Highway 460 At Spradlin Farm Drive                                       Christiansburg        VA     24073       PNC
 18   1802 Ennis Joslin Road                                                      Corpus Christi        TX     78412       PNC
 19   601 East Rosery Road                                                        Largo                 FL     33770     Column
 20   3124 North Pine Hills Road                                                  Orlando               FL     32808     Column
 21   1390 Piccard Drive                                                          Rockville             MD     20850     Column
 22   444 East Medical Center Boulevard                                           Webster               TX     77598       PNC
 23   1201-1297 38th Avenue North                                                 Myrtle Beach          SC     29577     Column
 24   5900 Park Hamilton Boulevard                                                Orlando               FL     32808     Column
 25   NWQ Ridge Road & I-480                                                      Brooklyn              OH     44144       Key
 26   1920 West Tarrant Road                                                      Grand Prairie         TX     75050       PNC
 27   135 West Forest Hill Avenue                                                 Oak Creek             WI     53154       PNC
 28   5150 Henderson Road                                                         Millcreek Township    PA     16509       PNC
 29   125 Lattimore Road                                                          Rochester             NY     14620       Key
 30   34503-9th Avenue South                                                      Federal Way           WA     98003       Key
 31   6000 Fostoria Avenue & 2001 Industrial Drive                                Findlay               OH     45839       Key
 32   4951 South 155th Street                                                     Omaha                 NE     68135       Key
 33   9901 Bruton Road                                                            Dallas                TX     75217       Key
 34   1702 Jupiter Road                                                           Garland               TX     75042       PNC
 35   27555 Ynez Road                                                             Temecula              CA     92591       PNC
 36   18130 South Kedzie Avenue                                                   Hazel Crest           IL     60429     Column
 37   2704 South Cockrell Hill Road                                               Dallas                TX     75211     Column
 38   6192 Highway 92                                                             Acworth               GA     30102     Column
 39   2902 West 86Th Street                                                       Indianapolis          IN     46260       PNC
 40   20271 Goldenrod Lane                                                        Germantown            MD     20876       PNC
 41   602 West Pioneer Parkway                                                    Grand Prairie         TX     75051     Column
 42   601 East Dimond Boulevard                                                   Anchorage             AK     99518       Key
 43   238 Darrow Drive                                                            Edinboro              PA     16412       PNC
 44   3002 69th Street                                                            Galveston             TX     77551     Column
 45   2640 El Centro Road                                                         Sacramento            CA     95833       Key
 46   470 Maxey Road                                                              Houston               TX     77013     Column
 47   6315 Kingston Pike                                                          Knoxville             TN     37919     Column
 48   3601 West 18Th Avenue                                                       Emporia               KS     66801       PNC
 49   806-840 Hazel Street North                                                  St. Paul              MN     55119       Key
 50   4542 Kiest Blvd.                                                            Dallas                TX     75236       Key
 51   708 Woodard Way                                                             Arlington             TX     76011     Column
 52   1017-1031 Center Point Place Road                                           Franklin              TN     37064       Key
 53   28470 Thirteen Mile Road                                                    Farmington Hills      MI     48334       PNC
 54   6520 Red Sierra Drive                                                       Fort Worth            TX     76112     Column
 55   235 South Jane Street                                                       Haysville             KS     67060       PNC
 56   101 West Seven Hills Road                                                   Port Washington       WI     53074     Column
 57   701 West 24Th Street                                                        Hazle Township        PA     18201       PNC
 58   1560 Dager Center Boulevard                                                 Richmond              VA     23235       Key
 59   215-317 East Katella Avenue                                                 Orange                CA     92867       PNC
 60   17150 Meyers Road                                                           Detroit               MI     48226     Column
 61   126-138 West Water Street                                                   Santa Fe              NM     87501     Column
 62   4548 South Elm Place                                                        Broken Arrow          OK     74011       PNC
 63   4619 Dietrich Road                                                          San Antonio           TX     78219     Column
 64   5960 Cornerstone Court West                                                 San Diego             CA     92121       PNC
 65   40880-B, 40935, 40945 County Center Drive                                   Temecula              CA     92591       PNC
 66   1198 North St. Augustine Road                                               Dallas                TX     75217     Column
 67   16111 Southeast McGillivray Boulevard                                       Vancouver             WA     98684     Column
 68   232 East 121st Place                                                        Chicago               IL     60628     Column
 69   11757, 12001, 12007 & 12011 Harbor Boulevard                                Garden Grove          CA     92840     Column
 70   13615 White Avenue                                                          Grandview             MO     64030       PNC
 71   10600 North Montgomery Road                                                 Cincinnati            OH     45242       PNC
 72   4323, 4510 & 4530 North Division Street                                     Davenport             IA     52806     Column
 73   651 U.S. Highway 30                                                         Schererville          IN     46375       Key
 74   344 Richland Drive                                                          Waco                  TX     76710     Column
 75   1625 Webb Road                                                              Wichita               KS     67208       Key
 76   625 Green Wave Drive                                                        Gallatin              TN     37066     Column
 77   720 S. State Road 135                                                       Greenwood             IN     46143       Key
 78   229 Andover Street                                                          Peabody               MA     01960       Key
 79   6565 St. Elmo Road                                                          Bartlett              TN     38134       Key
 80   9721 Picador Drive                                                          St. Louis             MO     63136     Column
 81   400 Westside Boulevard                                                      Houma                 LA     70364     Column
 82   Multiple Addresses                                                          Davenport             IA     52806     Column
 83   1818, 1826, & 1810 E. 15th Street                                           Tulsa                 OK     74137       Key
 84   8960 Calvine Road                                                           Elk Grove             CA     95829       Key
 85   611-631 North West 177th Street                                             Miami                 FL     33169     Column
 86   3500 45th Street                                                            West Palm Beach       FL     33407     Column
 87   24856-82 Newhall Avenue                                                     Newhall               CA     91321     Column
 88   455 East Elper Avenue                                                       Indianapolis          IN     46227       Key
 89   1800 West 213Th Street                                                      Torrance              CA     90501       PNC
 90   1429 Old Bridge Road                                                        Amissville            VA     20106       Key
 91   2340 Hurley Way                                                             Sacramento            CA     95825       Key
 92   3117 Turkey Creek Boulevard                                                 Joplin                MO     64801       Key
 93   9703 Scott Street                                                           Houston               TX     77051     Column
 94   350 Highway 321 North                                                       Lenoir City           TN     37771       Key
 95   2300 D Street                                                               Anchorage             AK     99503       Key
 96   7204 Gaston Avenue                                                          Dallas                TX     75214       Key
 97   450-484 West 16th Street                                                    Chicago Heights       IL     60411     Column
 98   8401 North Madison                                                          Kansas City           MO     64118       PNC
 99   3706 West 8th Street                                                        Dallas                TX     75211     Column
100   714-780 South La Brea Avenue                                                Los Angeles           CA     90036     Column
101   10816 Millington Court                                                      Blue Ash              OH     45242       PNC
102   3-15 April Lane and 64-66 Perry Avenue                                      Norwalk               CT     06851       Key
103   4803 And 4804 Loyola                                                        Austin                TX     78723       PNC
104   205 Heights Boulevard                                                       Houston               TX     77007     Column
105   3801-4215 Palladium Drive                                                   Greensboro            NC     27410     Column
106   805-829 South Tennessee Boulevard                                           Murfreesboro          TN     37130       PNC
107   3302 Fuhrman Avenue East                                                    Seattle               WA     98102     Column
108   13103 Ashford Point Drive                                                   Houston               TX     77082       PNC
109   211 Century Drive                                                           Greenville            SC     29607     Column
110   2121 Handley Drive                                                          Fort Worth            TX     76112     Column
111   13824-13836 John R Road & 127-255 Gerald Street                             Highland Park         MI     48203     Column
112   6601 West Indian School Road                                                Phoenix               AZ     85033     Column
113   5448 Hoffner Avenue                                                         Orlando               FL     32812     Column
114   8300 Cherry Avenue                                                          Fontana               CA     92335     Column
115   45 Hawthorne Street                                                         Bristol               CT     06010     Column
116   288 Pine Street                                                             Bristol               CT     06010     Column
117   330 Ingleside Drive                                                         Baton Rouge           LA     70806       PNC
118   7333 Pine Forest Road                                                       Pensacola             FL     32526     Column
119   909 North Linden Street                                                     Muncie                IN     47303     Column
120   375 North Pine Street                                                       Gardner               KS     66030       PNC
121   4322, 4402 and 4414 Swiss Avenue                                            Dallas                TX     75204     Column
122   300 Ed Wright Lane                                                          Newport News          VA     23606     Column
123   382-390 Farmington Avenue and 503 New Britain Avenue                        Hartford              CT     06105     Column
124   22704 Loop 494                                                              Houston               TX     77339     Column
125   34533 Leisure Days Drive                                                    Zephyrhills           FL     33541     Column
126   307-309 Hoffnagle Street & 8248-8250 Rockwell Avenue                        Philadelphia          PA     19111     Column
127   8595 North 71st Avenue                                                      Glendale              AZ     85301     Column
128   4851 North West 79 Avenue                                                   Miami                 FL     33166     Column
129   18000 Ventura Boulevard                                                     Encino                CA     91316     Column
130   42 Miry Brook Road                                                          Danbury               CT     06810     Column
131   120 Atlantic Avenue                                                         Long Branch           NJ     07740     Column
132   160 Morphew Road                                                            Hot Springs           AR     71913       PNC
133   6101 South Rural Road                                                       Tempe                 AZ     85283     Column
134   410 East 23rd Street                                                        Roswell               NM     88201     Column
135   12603 Louetta Road                                                          Houston               TX     77070     Column
136   620 Montauk Highway                                                         Westhampton Beach     NY     11978     Column
137   6010 Washington Avenue                                                      Houston               TX     77007     Column
138   160 Morphew Road                                                            Hot Springs           AR     71913       PNC
139   8121 Lillian Highway                                                        Pensacola             FL     32506     Column
140   1616, 1620, 1630 & 1634 West 42nd Street                                    Davenport             IA     52806     Column
141   1900 Veterans Boulevard                                                     Ardmore               OK     73401     Column
142   941 Danbury Road                                                            Wilton                CT     06897     Column
143   6 Washington Street                                                         North Reading         MA     01864     Column
144   950 West Kiest Boulevard                                                    Dallas                TX     75224     Column
145   6420-6506 Park Heights Avenue                                               Baltimore             MD     21215     Column
146   1799 North State Road 7                                                     Margate               FL     33063     Column
147   4406 North Division Street & 4307 & 4311 Cheyenne Avenue                    Davenport             IA     52806     Column
148   6509 & 6520 Pitts Boulevard                                                 North Ridgeville      OH     44039     Column
149   7925 Streamside Drive                                                       Houston               TX     77088     Column
150   734 Lancaster Avenue                                                        Radnor                PA     19087     Column
151   120 South Church Avenue                                                     Tampa                 FL     33609     Column
152   901-907 North Bishop Avenue                                                 Dallas                TX     75208     Column
153   3003 Hualapai Mountain Road                                                 Kingman               AZ     86401     Column
154   2926 Valley View Lane                                                       Farmers Branch        TX     75234     Column
155   2506 Stadium Drive                                                          Phenix City           AL     36867     Column
156   1718 17th Avenue                                                            Albany                OR     97321     Column

<CAPTION>
                                                                                                          UNITS/
                    NET                                     REM.        ORIG     REM.                   SQ. FT./
      MORTGAGE   MORTGAGE    ORIGINAL       CUT-OFF       TERM TO      AMORT.   AMORT.     MONTHLY       ROOMS/
 #      RATE       RATE       BALANCE     BALANCE (1)   MATURITY (2)    TERM     TERM    PAYMENT (3)      PADS
---     ----       ----       -------     -----------   ------------    ----     ----    -----------      ----
<S>   <C>        <C>        <C>            <C>              <C>         <C>       <C>      <C>           <C>
  1   7.2500%    7.1977%    $65,500,000   $65,294,018       116         360       356      $446,825      477,461
  2   7.2500%    7.1977%    $53,000,000   $52,801,908       115         360       355      $361,553      279,381
  3   7.1200%    7.0677%    $50,000,000   $50,000,000       120         360       360      $336,691      237,079
  4   7.1900%    7.1077%    $48,000,000   $48,000,000       120         300       300      $345,094
 4A                                                                                                      74,882
 4B                                                                                                      46,126
 4C                                                                                                      41,040
 4D                                                                                                      124,674
 4E                                                                                                      39,000
 4F                                                                                                      59,450
 4G                                                                                                      81,973
 4H                                                                                                      79,046
 4I                                                                                                      52,860
 4J                                                                                                      108,839
 4K                                                                                                      72,976
 4L                                                                                                      59,450
 4M                                                                                                      60,200
 4N                                                                                                      108,318
 4O                                                                                                      53,750
 4P                                                                                                      63,240
 4Q                                                                                                      71,920
 4R                                                                                                      77,454
 4S                                                                                                      48,782
 4T                                                                                                      61,520
 4U                                                                                                      64,475
 4V                                                                                                      66,837
 4W                                                                                                      61,510
 4X                                                                                                      61,275
 4Y                                                                                                      34,350
 4Z                                                                                                      57,279
4AA                                                                                                      51,200
  5   7.3600%    7.3077%    $18,240,000   $18,159,078       114         360       354      $125,793      185,718
  6   7.3600%    7.3077%    $12,400,000   $12,344,987       114         360       354      $85,517       127,541
  7   7.3600%    7.3077%    $4,320,000    $4,300,834        114         360       354      $29,793       89,656
  8   7.5000%    7.4477%    $33,000,000   $32,896,136       117         312       309      $240,704      234,951
  9   7.8100%    7.7577%    $31,500,000   $29,428,137       127         300       247      $239,171      413,965
 10   7.4000%    7.3477%    $28,250,000   $28,201,325       118         360       358      $195,597      197,292
 11   7.1250%    7.0727%    $23,500,000   $23,424,249       116         360       356      $158,324      100,918
 12   7.3500%    7.2977%    $21,500,000   $21,421,366       115         360       355      $148,129      103,924
 13   7.0200%    6.9677%    $21,000,000   $20,930,893       116         360       356      $139,996      120,000
 14   6.8500%    6.7477%    $20,240,000   $20,171,135       116         360       356      $132,624        376
 15   7.4800%    7.4277%    $19,384,000   $19,345,706       118         300       298      $137,922      112,695
 16   7.4900%    7.3577%    $19,300,000   $19,277,617       119         360       359      $134,816      176,710
 17   7.2500%    7.1677%    $17,750,000   $17,729,004       119         360       359      $121,086      177,732
 18   6.8500%    6.7477%    $17,680,000   $17,635,029       117         360       357      $115,850        350
 19   6.9800%    6.9277%    $17,500,000   $17,441,956       116         360       356      $116,193        444
 20   7.0400%    6.9877%    $13,000,000   $12,949,167       115         360       355      $86,839         444
 21   7.5000%    7.4477%    $12,730,000   $12,684,941       115         360       355      $89,010       100,579
 22   7.0200%    6.9177%    $12,000,000   $11,952,876       115         360       355      $79,998         256
 23   7.1300%    7.0777%    $11,600,000   $11,600,000       117         360       360      $78,191       112,747
 24   7.0400%    6.9877%    $11,000,000   $10,956,988       115         360       355      $73,479         330
 25   7.2000%    7.1477%    $10,800,000   $10,780,786       118         360       358      $73,309       103,368
 26   6.9700%    6.8877%    $10,400,000   $10,374,163       117         360       357      $68,982         260
 27   7.4100%    7.2977%    $9,700,000    $9,700,000        120         360       360      $67,227       150,000
 28   7.0000%    6.9177%    $8,571,000    $8,542,683        116         360       356      $57,023         124
 29   7.2900%    7.2377%    $8,500,000    $8,480,179        117         360       357      $58,216       78,364
 30   7.3300%    7.2777%    $8,300,000    $8,300,000        120         360       360      $57,072       51,465
 31   7.2500%    7.1977%    $8,325,000    $8,295,226        117         300       297      $60,174       557,921
 32   7.3400%    7.2877%    $8,200,000    $8,185,735        118         360       358      $56,440       111,445
 33   7.2700%    7.2177%    $8,000,000    $7,985,926        118         360       358      $54,683         304
 34   7.0000%    6.9177%    $7,800,000    $7,774,230        116         360       356      $51,894         296
 35   7.4000%    7.2677%    $7,711,000    $7,697,714        118         360       358      $53,389       72,514
 36   7.3700%    7.3177%    $7,600,000    $7,576,662         56         360       356      $52,465         276
 37   6.8100%    6.7577%    $7,500,000    $7,474,281        116         360       356      $48,944         332
 38   7.2500%    7.1977%    $7,200,000    $7,173,089        115         360       355      $49,117       103,736
 39   7.1300%    7.0477%    $7,160,000    $7,160,000        120         300       300      $51,201       52,961
 40   7.1500%    7.0177%    $6,950,000    $6,933,337        117         360       357      $46,941       67,619
 41   6.9000%    6.8477%    $6,875,000    $6,840,240        116         300       296      $48,153         276
 42   7.2500%    7.1977%    $6,450,000    $6,419,140        116         300       296      $46,621       82,117
 43   7.0000%    6.9177%    $6,400,000    $6,374,760        115         360       355      $42,579         142
 44   7.0000%    6.9477%    $6,160,000    $6,135,706        115         360       355      $40,983         216
 45   7.1000%    7.0477%    $6,024,000    $6,009,414        117         360       357      $40,483       95,779
 46   7.0200%    6.9677%    $5,600,000    $5,581,571        116         360       356      $37,332         300
 47   7.0000%    6.9477%    $5,300,000    $5,279,098        115         360       355      $35,261         228
 48   7.0000%    6.9177%    $5,100,000    $5,093,836        179         360       359      $33,930         128
 49   7.0800%    6.9777%    $5,000,000    $4,991,939        119         300       299      $35,595         199
 50   7.3300%    7.2777%    $4,875,000    $4,867,304        119         300       299      $35,488         232
 51   7.0000%    6.9477%    $4,850,000    $4,830,873        115         360       355      $32,267         188
 52   7.2200%    7.1677%    $4,700,000    $4,691,665        118         360       358      $31,967       78,830
 53   7.1000%    7.0177%    $4,645,000    $4,633,753        117         360       357      $31,216       36,576
 54   7.1400%    7.0877%    $4,600,000    $4,578,616        114         360       354      $31,038         135
 55   7.0000%    6.8677%    $4,496,000    $4,484,896        177         360       357      $29,912         128
 56   7.4600%    7.3877%    $4,500,000    $4,477,932        113         360       353      $31,341       67,181
 57   7.0000%    6.8677%    $4,500,000    $4,472,812        115         300       295      $31,805         236
 58   7.4900%    7.4377%    $4,400,000    $4,400,000        144         360       360      $30,735       44,276
 59   7.2500%    7.1177%    $4,250,000    $4,242,499        118         360       358      $28,992       62,283
 60   7.2500%    7.1977%    $4,220,000    $4,200,834        114         360       354      $28,788         190
 61   8.2500%    8.1977%    $4,160,000    $4,138,449        111         360       351      $31,253       15,722
 62   6.9900%    6.9077%    $3,900,000    $3,881,288        114         360       354      $25,921         124
 63   6.9000%    6.8477%    $3,900,000    $3,880,282        116         300       296      $27,316         172
 64   7.4000%    7.2677%    $3,803,000    $3,798,557        119         360       359      $26,331       28,231
 65   7.3500%    7.2177%    $3,750,000    $3,743,487        118         360       358      $25,836       68,066
 66   6.7000%    6.6477%    $3,750,000    $3,736,862        116         360       356      $24,198         200
 67   7.7200%    7.6677%    $3,700,000    $3,682,905        113         360       353      $26,431       36,014
 68   7.5500%    7.4977%    $3,500,000    $3,483,184        113         360       353      $24,592         141
 69   7.2500%    7.1977%    $3,400,000    $3,392,008        117         360       357      $23,194       29,400
 70   7.0000%    6.8677%    $3,200,000    $3,188,093        117         300       297      $22,617         124
 71   7.2500%    7.1677%    $3,184,000    $3,180,234        119         360       359      $21,720       24,541
 72   7.5500%    7.4977%    $3,120,000    $3,106,711        114         360       354      $21,922         120
 73   7.2500%    7.1977%    $3,054,000    $3,044,396        116         360       356      $20,834       15,120
 74   7.2400%    7.1877%    $3,050,000    $3,032,435        112         360       352      $20,786         152
 75   7.2500%    7.1977%    $3,031,000    $3,019,671        115         360       355      $20,677       15,120
 76   7.6500%    7.5977%    $3,025,000    $3,009,190        112         360       352      $21,463         112
 77   7.2500%    7.1977%    $2,992,500    $2,983,089        116         360       356      $20,414       15,120
 78   7.2500%    7.1977%    $2,950,000    $2,939,449        117         300       297      $21,323       25,230
 79   7.2500%    7.1977%    $2,949,000    $2,937,978        115         360       355      $20,117       14,490
 80   7.3700%    7.3177%    $2,875,000    $2,858,939        112         360       352      $19,847         176
 81   7.2100%    7.1577%    $2,850,000    $2,839,255        115         360       355      $19,365         123
 82   7.6900%    7.6377%    $2,800,000    $2,788,430        114         360       354      $19,944         96
 83   7.2500%    7.1977%    $2,740,000    $2,730,200        117         300       297      $19,805       23,326
 84   7.1500%    7.0977%    $2,725,000    $2,718,467        117         360       357      $18,405       66,950
 85   7.5000%    7.4477%    $2,600,000    $2,592,220        116         360       356      $18,180         112
 86   7.5800%    7.5277%    $2,600,000    $2,582,737        114         300       294      $19,349       79,278
 87   7.6000%    7.5477%    $2,560,000    $2,546,458        112         360       352      $18,076         63
 88   7.2500%    7.1977%    $2,536,875    $2,528,897        116         360       356      $17,306       15,120
 89   7.6600%    7.5277%    $2,515,000    $2,510,842        118         360       358      $17,862       19,544
 90   7.3000%    7.1977%    $2,500,000    $2,496,044        119         300       299      $18,151       70,853
 91   6.9500%    6.8977%    $2,433,000    $2,426,932        117         360       357      $16,105         60
 92   7.2400%    7.1877%    $2,355,000    $2,348,916        118         300       298      $17,007       30,157
 93   7.1000%    7.0477%    $2,320,000    $2,306,733        117         240       237      $18,126         150
 94   7.5400%    7.4877%    $2,260,000    $2,256,494        119         300       299      $16,760       15,120
 95   7.4500%    7.3977%    $2,200,000    $2,192,379        117         300       297      $16,186         69
 96   7.0100%    6.9577%    $2,170,000    $2,159,632        114         360       354      $14,452         48
 97   7.4300%    7.3777%    $2,140,000    $2,127,974        115         300       295      $15,717         98
 98   7.7800%    7.6477%    $2,100,000    $2,100,000        240         240       240      $17,279       17,600
 99   7.0500%    6.9977%    $2,100,000    $2,091,806        115         360       355      $14,042         161
100   8.6900%    8.6377%    $2,030,000    $1,999,425         92         360       332      $15,883       29,863
101   7.4300%    7.3477%    $2,000,000    $1,997,669        119         360       359      $13,889       24,884
102   7.0000%    6.9477%    $2,000,000    $1,993,392        116         360       356      $13,306         16
103   7.0000%    6.9177%    $2,000,000    $1,992,558        117         300       297      $14,136         100
104   7.2500%    7.1977%    $1,925,000    $1,918,946        116         360       356      $13,132         102
105   7.0200%    6.9677%    $1,900,000    $1,895,326        117         360       357      $12,666         30
106   7.3900%    7.2577%    $1,900,000    $1,895,191        118         300       298      $13,905       25,361
107   7.5000%    7.4477%    $1,900,000    $1,893,275        115         360       355      $13,285       10,803
108   7.5000%    7.3677%    $1,775,000    $1,768,717        115         360       355      $12,411         56
109   7.3000%    7.2477%    $1,725,000    $1,719,629        116         360       356      $11,826       50,428
110   7.4500%    7.3977%    $1,700,000    $1,696,160        117         360       357      $11,829         100
111   7.2500%    7.1977%    $1,630,000    $1,622,597        114         360       354      $11,119         96
112   7.5700%    7.5177%    $1,620,000    $1,614,353        115         360       355      $11,405       19,848
113   7.5000%    7.4477%    $1,600,000    $1,591,115        115         300       295      $11,824       45,000
114   7.1500%    7.0977%    $1,480,000    $1,475,253        116         360       356       $9,996         54
115   7.2500%    7.1977%     $820,000      $814,246         114         300       294       $5,927         32
116   7.2500%    7.1977%     $640,000      $635,509         114         300       294       $4,626         24
117   7.1600%    7.0777%    $1,320,000    $1,320,000        120         300       300       $9,465         55
118   7.4000%    7.3477%    $1,334,000    $1,319,426        114         240       234      $10,665         186
119   7.2500%    7.1977%    $1,280,000    $1,268,208        115         240       235      $10,117         24
120   7.5400%    7.4577%    $1,266,000    $1,263,867        178         360       358       $8,887         36
121   7.6000%    7.5477%    $1,200,000    $1,195,845        115         360       355       $8,473         52
122   8.0400%    7.9877%    $1,200,000    $1,194,299        112         360       352       $8,839       27,256
123   7.4800%    7.4277%    $1,210,000    $1,192,874        112         240       232       $9,733         66
124   8.1000%    8.0477%    $1,150,000    $1,146,413        117         300       297       $8,952       21,683
125   7.0000%    6.9477%    $1,140,000    $1,135,504        115         360       355       $7,584         236
126   7.2500%    7.1977%    $1,134,000    $1,125,482        116         240       236       $8,963         40
127   7.0300%    6.9777%    $1,125,000    $1,119,648        114         360       354       $7,507         124
128   7.0000%    6.9477%    $1,050,000    $1,046,093        117         300       297       $7,421       14,217
129   8.3400%    8.2877%    $1,040,000    $1,036,952        115         360       355       $7,879        8,605
130   7.2500%    7.1977%    $1,040,000    $1,033,975        115         300       295       $7,517         48
131   7.8000%    7.7477%    $1,024,000    $1,019,356        113         360       353       $7,371         28
132   7.3100%    7.1777%    $1,011,000    $1,007,270        175         360       355       $6,938         56
133   8.1100%    8.0577%    $1,007,486    $1,002,783        112         360       352       $7,470       14,803
134   7.3900%    7.3377%    $1,000,000     $996,374         115         360       355       $6,917         83
135   7.7500%    7.6977%    $1,000,000     $992,932         116         240       236       $8,209        8,328
136   7.2500%    7.1977%    $1,000,000     $990,787         115         240       235       $7,904         62
137   8.3200%    8.2677%    $1,000,000     $980,408         173         180       173       $9,742       13,962
138   7.0000%    6.8677%     $976,000      $974,207         118         360       358       $6,493         32
139   7.4500%    7.3977%     $888,000      $878,360         114         240       234       $7,127       449,600
140   7.6400%    7.5877%     $875,000      $871,345         114         360       354       $6,202         34
141   8.2300%    8.1777%     $875,000      $868,366         112         300       292       $6,887       38,375
142   8.7600%    8.7077%     $850,000      $844,175         112         300       292       $6,994       13,400
143   8.3900%    8.3377%     $850,000      $843,747         112         300       292       $6,782       19,350
144   7.8400%    7.7877%     $800,000      $796,405         113         360       353       $5,781         66
145   7.3000%    7.2477%     $800,000      $795,404         115         300       295       $5,808         25
146   8.0000%    7.9477%     $750,000      $746,179         115         300       295       $5,789       14,400
147   7.6400%    7.5877%     $715,000      $712,013         114         360       354       $5,068         33
148   7.5300%    7.4777%     $700,000      $698,444         117         360       357       $4,909         46
149   8.1000%    8.0477%     $671,500      $667,891         111         360       351       $4,974         24
150   8.3400%    8.2877%     $675,000      $667,476         113         240       233       $5,790        5,500
151   7.9700%    7.9177%     $584,000      $579,863         113         300       293       $4,496         25
152   7.4500%    7.3977%     $560,000      $556,864         115         300       295       $4,120         16
153   7.0600%    7.0077%     $550,000      $547,400         114         360       354       $3,681         62
154   8.8200%    8.7677%     $550,000      $546,275         112         300       292       $4,548        8,400
155   7.2500%    7.1977%     $500,000      $498,131         115         360       355       $3,411         24
156   8.1100%    8.0577%     $500,000      $497,319         111         360       351       $3,707         18

<CAPTION>
                              SERVICING
                                 AND
      INTEREST CALCULATION     TRUSTEE     MATURITY               PREPAYMENT PROVISION                     EARTHQUAKE
 #    (30/360 / ACTUAL/360)      FEES        DATE      ARD (4)    AS OF ORIGINATION (5)   DEFEASANCE (6)    INSURANCE
---   ---------------------      ----        ----      -------    ---------------------   --------------    ---------
<S>        <C>                 <C>        <C>          <C>         <C>                          <C>            <C>
  1        Actual/360          0.0523%    11/11/2031   11/11/11       Lock/116_0%/4             Yes            N/A
  2        Actual/360          0.0523%    10/11/2031   10/11/11       Lock/113_0%/7             Yes            N/A
  3        Actual/360          0.0523%    03/01/2012        N/A       Lock/117_0%/3             Yes            N/A
  4        ACTUAL/360          0.0823%    03/01/2012        N/A       LOCK/116_0%/4             YES
 4A                                                                                                            N/A
 4B                                                                                                            N/A
 4C                                                                                                            N/A
 4D                                                                                                            N/A
 4E                                                                                                            N/A
 4F                                                                                                            N/A
 4G                                                                                                            N/A
 4H                                                                                                            N/A
 4I                                                                                                            N/A
 4J                                                                                                            N/A
 4K                                                                                                            N/A
 4L                                                                                                            N/A
 4M                                                                                                            N/A
 4N                                                                                                            N/A
 4O                                                                                                            N/A
 4P                                                                                                            N/A
 4Q                                                                                                            N/A
 4R                                                                                                            N/A
 4S                                                                                                            N/A
 4T                                                                                                            N/A
 4U                                                                                                            N/A
 4V                                                                                                            N/A
 4W                                                                                                            N/A
 4X                                                                                                            N/A
 4Y                                                                                                            N/A
 4Z                                                                                                            N/A
4AA                                                                                                            N/A
  5        Actual/360          0.0523%    09/01/2011        N/A       Lock/117_0%/3             Yes            N/A
  6        Actual/360          0.0523%    09/01/2011        N/A       Lock/117_0%/3             Yes            N/A
  7        Actual/360          0.0523%    09/01/2011        N/A       Lock/117_0%/3             Yes            N/A
  8        Actual/360          0.0523%    12/11/2011        N/A       Lock/117_0%/3             Yes            N/A
  9        Actual/360          0.0523%    10/01/2012        N/A       Lock/173_0%/7             Yes            N/A
 10        Actual/360          0.0523%    01/11/2032    1/11/12       Lock/116_0%/4             Yes            N/A
 11        Actual/360          0.0523%    11/11/2011        N/A       Lock/114_0%/6             Yes            No
 12        Actual/360          0.0523%    10/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 13        Actual/360          0.0523%    11/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 14        Actual/360          0.1023%    11/01/2011        N/A       Lock/116_0%/4             Yes            N/A
 15        Actual/360          0.0523%    01/01/2027     1/1/12       Lock/116_0%/4             Yes            No
 16        Actual/360          0.1323%    02/01/2012        N/A       Lock/116_0%/4             Yes            No
 17        Actual/360          0.0823%    02/01/2012        N/A       Lock/116_0%/4             Yes            N/A
 18        Actual/360          0.1023%    12/01/2011        N/A       Lock/116_0%/4             Yes            N/A
 19        Actual/360          0.0523%    11/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 20        Actual/360          0.0523%    10/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 21        Actual/360          0.0523%    10/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 22        Actual/360          0.1023%    10/01/2011        N/A    Lock/35_YM1/81_0%/4          No             N/A
 23        Actual/360          0.0523%    12/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 24        Actual/360          0.0523%    10/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 25        Actual/360          0.0523%    01/01/2012        N/A       Lock/117_0%/3             Yes            N/A
 26        Actual/360          0.0823%    12/01/2011        N/A    Lock/35_YM1/81_0%/4          No             N/A
 27        Actual/360          0.1123%    03/01/2012        N/A       Lock/116_0%/4             Yes            N/A
 28        Actual/360          0.0823%    11/01/2011        N/A       Lock/116_0%/4             Yes            N/A
 29        Actual/360          0.0523%    12/01/2011        N/A       Lock/117_0%/3             Yes            N/A
 30        Actual/360          0.0523%    03/01/2032     3/1/12       Lock/117_0%/3             Yes            N/A
 31        Actual/360          0.0523%    12/01/2011        N/A       Lock/117_0%/3             Yes            N/A
 32        Actual/360          0.0523%    01/01/2012        N/A       Lock/117_0%/3             Yes            N/A
 33        Actual/360          0.0523%    01/01/2012        N/A       Lock/117_0%/3             Yes            N/A
 34        Actual/360          0.0823%    11/01/2011        N/A       Lock/116_0%/4             Yes            N/A
 35        Actual/360          0.1323%    01/01/2012        N/A       Lock/116_0%/4             Yes            No
 36        Actual/360          0.0523%    11/11/2006        N/A        Lock/57_0%/3             Yes            N/A
 37        Actual/360          0.0523%    11/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 38        Actual/360          0.0523%    10/11/2011        N/A       Lock/114_0%/6             Yes            N/A
 39        Actual/360          0.0823%    03/01/2012        N/A       Lock/116_0%/4             Yes            N/A
 40        Actual/360          0.1323%    12/01/2011        N/A       Lock/116_0%/4             Yes            N/A
 41        Actual/360          0.0523%    11/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 42        Actual/360          0.0523%    11/01/2011        N/A       Lock/117_0%/3             Yes            N/A
 43        Actual/360          0.0823%    10/01/2011        N/A       Lock/116_0%/4             Yes            N/A
 44        Actual/360          0.0523%    10/11/2011        N/A       Lock/114_0%/6             Yes            N/A
 45        Actual/360          0.0523%    12/01/2011        N/A       Lock/117_0%/3             Yes            No
 46        Actual/360          0.0523%    11/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 47        Actual/360          0.0523%    10/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 48        Actual/360          0.0823%    02/01/2017        N/A       Lock/176_0%/4             Yes            N/A
 49        Actual/360          0.1023%    02/01/2012        N/A       Lock/117_0%/3             Yes            N/A
 50        Actual/360          0.0523%    02/01/2012        N/A       Lock/117_0%/3             Yes            N/A
 51        Actual/360          0.0523%    10/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 52        Actual/360          0.0523%    01/01/2012        N/A       Lock/117_0%/3             Yes            N/A
 53        Actual/360          0.0823%    12/01/2011        N/A       Lock/116_0%/4             Yes            N/A
 54        Actual/360          0.0523%    09/11/2011        N/A       Lock/114_0%/6             Yes            N/A
 55        Actual/360          0.1323%    12/01/2016        N/A       Lock/176_0%/4             Yes            N/A
 56        Actual/360          0.0723%    08/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 57        Actual/360          0.1323%    10/01/2011        N/A       Lock/116_0%/4             Yes            N/A
 58        Actual/360          0.0523%    03/01/2032     3/1/14       Lock/140_0%/4             Yes            N/A
 59        Actual/360          0.1323%    01/01/2012        N/A    Lock/59_YM1/57_0%/4          No             No
 60        Actual/360          0.0523%    09/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 61        Actual/360          0.0523%    06/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 62        Actual/360          0.0823%    09/01/2011        N/A    Lock/59_YM1/57_0%/4          No             N/A
 63        Actual/360          0.0523%    11/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 64        Actual/360          0.1323%    02/01/2012        N/A       Lock/116_0%/4             Yes            No
 65        Actual/360          0.1323%    01/01/2012        N/A       Lock/116_0%/4             Yes            No
 66        Actual/360          0.0523%    11/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 67        Actual/360          0.0523%    08/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 68        Actual/360          0.0523%    08/11/2031    8/11/11       Lock/118_0%/2             Yes            N/A
 69        Actual/360          0.0523%    12/11/2011        N/A       Lock/117_0%/3             Yes            No
 70        Actual/360          0.1323%    12/01/2011        N/A       Lock/116_0%/4             Yes            N/A
 71        Actual/360          0.0823%    02/01/2012        N/A       Lock/116_0%/4             Yes            N/A
 72        Actual/360          0.0523%    09/11/2011        N/A       Lock/114_0%/6             Yes            N/A
 73        Actual/360          0.0523%    11/01/2031    11/1/11       Lock/116_0%/4             Yes            N/A
 74        Actual/360          0.0523%    07/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 75        Actual/360          0.0523%    10/01/2031    10/1/11       Lock/116_0%/4             Yes            N/A
 76        Actual/360          0.0523%    07/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 77        Actual/360          0.0523%    11/01/2031    11/1/11       Lock/116_0%/4             Yes            N/A
 78        Actual/360          0.0523%    12/01/2026    12/1/11        YM3/116_0%/4             No             N/A
 79        Actual/360          0.0523%    10/01/2031    10/1/11       Lock/116_0%/4             Yes            N/A
 80        Actual/360          0.0523%    07/11/2011        N/A       Lock/114_0%/6             Yes            N/A
 81        Actual/360          0.0523%    10/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 82        Actual/360          0.0523%    09/11/2011        N/A       Lock/114_0%/6             Yes            N/A
 83        Actual/360          0.0523%    12/01/2011        N/A       Lock/117_0%/3             Yes            N/A
 84        Actual/360          0.0523%    12/01/2011        N/A       Lock/117_0%/3             Yes            No
 85        Actual/360          0.0523%    11/11/2011        N/A       Lock/114_0%/6             Yes            N/A
 86        Actual/360          0.0523%    09/11/2011        N/A       Lock/114_0%/6             Yes            N/A
 87        Actual/360          0.0523%    07/11/2011        N/A       Lock/114_0%/6             Yes            No
 88        Actual/360          0.0523%    11/01/2031    11/1/11       Lock/116_0%/4             Yes            N/A
 89        Actual/360          0.1323%    01/01/2012        N/A       Lock/116_0%/4             Yes            No
 90        Actual/360          0.1023%    02/01/2012        N/A       Lock/117_0%/3             Yes            N/A
 91        Actual/360          0.0523%    12/01/2011        N/A       Lock/117_0%/3             Yes            No
 92        Actual/360          0.0523%    01/01/2027     1/1/12       Lock/116_0%/4             Yes            N/A
 93        Actual/360          0.0523%    12/11/2011        N/A       Lock/117_0%/3             Yes            N/A
 94        Actual/360          0.0523%    02/01/2027     2/1/12       Lock/116_0%/4             Yes            N/A
 95        Actual/360          0.0523%    12/01/2011        N/A       Lock/117_0%/3             Yes            N/A
 96        Actual/360          0.0523%    09/01/2011        N/A       Lock/117_0%/3             Yes            N/A
 97        Actual/360          0.0523%    10/11/2011        N/A       Lock/114_0%/6             Yes            N/A
 98        Actual/360          0.1323%    03/01/2022        N/A       Lock/236_0%/4             Yes            N/A
 99        Actual/360          0.0523%    10/11/2011        N/A       Lock/117_0%/3             Yes            N/A
100        Actual/360          0.0523%    11/01/2009        N/A       Lock/114_0%/6             Yes            Yes
101        Actual/360          0.0823%    02/01/2012        N/A       Lock/116_0%/4             Yes            N/A
102        Actual/360          0.0523%    11/01/2011        N/A       Lock/117_0%/3             Yes            N/A
103        Actual/360          0.0823%    12/01/2011        N/A       Lock/116_0%/4             Yes            N/A
104        Actual/360          0.0523%    11/11/2011        N/A       Lock/114_0%/6             Yes            N/A
105        Actual/360          0.0523%    12/11/2011        N/A       Lock/117_0%/3             Yes            N/A
106        Actual/360          0.1323%    01/01/2012        N/A       Lock/116_0%/4             Yes            N/A
107        Actual/360          0.0523%    10/11/2011        N/A       Lock/114_0%/6             Yes            N/A
108        Actual/360          0.1323%    10/01/2011        N/A    Lock/35_YM1/81_0%/4          No             N/A
109        Actual/360          0.0523%    11/11/2011        N/A       Lock/117_0%/3             Yes            N/A
110        Actual/360          0.0523%    12/11/2011        N/A       Lock/114_0%/6             Yes            N/A
111        Actual/360          0.0523%    09/11/2011        N/A       Lock/117_0%/3             Yes            N/A
112        Actual/360          0.0523%    10/11/2011        N/A       Lock/114_0%/6             Yes            N/A
113        Actual/360          0.0523%    10/11/2011        N/A       Lock/114_0%/6             Yes            N/A
114        Actual/360          0.0523%    11/11/2011        N/A       Lock/114_0%/6             Yes            No
115        Actual/360          0.0523%    09/11/2011        N/A       Lock/114_0%/6             Yes            N/A
116        Actual/360          0.0523%    09/11/2011        N/A       Lock/114_0%/6             Yes            N/A
117        Actual/360          0.0823%    03/01/2012        N/A       Lock/116_0%/4             Yes            N/A
118        Actual/360          0.0523%    09/11/2011        N/A       Lock/114_0%/6             Yes            N/A
119        Actual/360          0.0523%    10/11/2011        N/A       Lock/114_0%/6             Yes            N/A
120        Actual/360          0.0823%    01/01/2017        N/A       Lock/176_0%/4             Yes            N/A
121        Actual/360          0.0523%    10/11/2011        N/A       Lock/114_0%/6             Yes            N/A
122        Actual/360          0.0523%    07/11/2011        N/A       Lock/114_0%/6             Yes            N/A
123        Actual/360          0.0523%    07/11/2011        N/A       Lock/114_0%/6             Yes            N/A
124        Actual/360          0.0523%    12/11/2011        N/A       Lock/114_0%/6             Yes            N/A
125        Actual/360          0.0523%    10/11/2011        N/A       Lock/117_0%/3             Yes            N/A
126        Actual/360          0.0523%    11/11/2011        N/A       Lock/114_0%/6             Yes            N/A
127        Actual/360          0.0523%    09/11/2011        N/A       Lock/117_0%/3             Yes            N/A
128        Actual/360          0.0523%    12/11/2011        N/A       Lock/114_0%/6             Yes            N/A
129        Actual/360          0.0523%    10/11/2011        N/A       Lock/114_0%/6             Yes            No
130        Actual/360          0.0523%    10/11/2011        N/A       Lock/114_0%/6             Yes            N/A
131        Actual/360          0.0523%    08/11/2011        N/A       Lock/114_0%/6             Yes            N/A
132        Actual/360          0.1323%    10/01/2016        N/A       Lock/176_0%/4             Yes            N/A
133        Actual/360          0.0523%    07/11/2011        N/A       Lock/114_0%/6             Yes            N/A
134        Actual/360          0.0523%    10/11/2011        N/A       Lock/117_0%/3             Yes            N/A
135        Actual/360          0.0523%    11/11/2011        N/A       Lock/114_0%/6             Yes            N/A
136        Actual/360          0.0523%    10/11/2011        N/A       Lock/114_0%/6             Yes            N/A
137        Actual/360          0.0523%    08/11/2016        N/A       Lock/174_0%/6             Yes            N/A
138        Actual/360          0.1323%    01/01/2012        N/A       Lock/116_0%/4             Yes            N/A
139        Actual/360          0.0523%    09/11/2011        N/A       Lock/114_0%/6             Yes            N/A
140        Actual/360          0.0523%    09/11/2011        N/A       Lock/114_0%/6             Yes            N/A
141        Actual/360          0.0523%    07/11/2011        N/A       Lock/114_0%/6             Yes            N/A
142        Actual/360          0.0523%    07/11/2011        N/A       Lock/114_0%/6             Yes            N/A
143        Actual/360          0.0523%    07/11/2011        N/A       Lock/114_0%/6             Yes            N/A
144        Actual/360          0.0523%    08/11/2011        N/A       Lock/114_0%/6             Yes            N/A
145        Actual/360          0.0523%    10/11/2011        N/A       Lock/114_0%/6             Yes            N/A
146        Actual/360          0.0523%    10/11/2011        N/A       Lock/114_0%/6             Yes            N/A
147        Actual/360          0.0523%    09/11/2011        N/A       Lock/114_0%/6             Yes            N/A
148        Actual/360          0.0523%    12/11/2011        N/A       Lock/114_0%/6             Yes            N/A
149        Actual/360          0.0523%    06/11/2011        N/A       Lock/114_0%/6             Yes            N/A
150        Actual/360          0.0523%    08/11/2011        N/A       Lock/114_0%/6             Yes            N/A
151        Actual/360          0.0523%    08/11/2011        N/A       Lock/114_0%/6             Yes            N/A
152        Actual/360          0.0523%    10/11/2011        N/A       Lock/114_0%/6             Yes            N/A
153        Actual/360          0.0523%    09/11/2011        N/A       Lock/117_0%/3             Yes            N/A
154        Actual/360          0.0523%    07/11/2011        N/A       Lock/114_0%/6             Yes            N/A
155        Actual/360          0.0523%    10/11/2011        N/A       Lock/114_0%/6             Yes            N/A
156        Actual/360          0.0523%    06/11/2011        N/A       Lock/114_0%/6             Yes            N/A

<CAPTION>
      ENVIRONMENTAL     FEE/
 #      INSURANCE     LEASEHOLD   LETTER OF CREDIT AMOUNT
---     ---------     ---------   -----------------------
<S>       <C>         <C>                <C>
  1        No            Fee              $850,000
  2        No            Fee                N/A
  3        Yes           Fee              $150,000
  4                      FEE
 4A        No                               N/A
 4B        No                               N/A
 4C        No                               N/A
 4D        No                               N/A
 4E        No                               N/A
 4F        No                               N/A
 4G        No                               N/A
 4H        No                               N/A
 4I        No                               N/A
 4J        No                               N/A
 4K        No                               N/A
 4L        No                               N/A
 4M        No                               N/A
 4N        No                               N/A
 4O        No                               N/A
 4P        No                               N/A
 4Q        No                               N/A
 4R        No                               N/A
 4S        No                               N/A
 4T        No                               N/A
 4U        No                               N/A
 4V        No                               N/A
 4W        No                               N/A
 4X        No                               N/A
 4Y        No                               N/A
 4Z        No                               N/A
4AA        No                               N/A
  5        No            Fee                 $0
  6        Yes           Fee                 $0
  7        No            Fee                 $0
  8        No            Fee                 $0
  9        No            Fee                 $0
 10       #N/A           Fee                 $0
 11       #N/A           Fee                 $0
 12        No            Fee             $1,500,000
 13       #N/A           Fee                 $0
 14        No            Fee                N/A
 15        No            Fee                 $0
 16        No            Fee                N/A
 17        No            Fee              $800,000
 18        No            Fee                N/A
 19       #N/A           Fee                 $0
 20        No            Fee                 $0
 21        No            Fee              $525,000
 22        No            Fee                N/A
 23        No            Fee                 $0
 24        No            Fee                 $0
 25        No            Fee                 $0
 26        No            Fee                N/A
 27        No            Fee                N/A
 28        No            Fee                N/A
 29        No            Fee                 $0
 30        No            Fee                 $0
 31        No            Fee                 $0
 32        No            Fee                 $0
 33        No            Fee                 $0
 34        No            Fee                N/A
 35        No            Fee                N/A
 36        No            Fee                 $0
 37       #N/A           Fee                 $0
 38       #N/A           Fee                 $0
 39        No            Fee                N/A
 40        No            Fee                N/A
 41       #N/A           Fee                 $0
 42        No            Fee                 $0
 43        No            Fee                N/A
 44        No            Fee                 $0
 45        No            Fee                 $0
 46       #N/A           Fee                 $0
 47       #N/A           Fee                 $0
 48        No            Fee                N/A
 49        Yes           Fee                 $0
 50        No            Fee                 $0
 51       #N/A           Fee                 $0
 52        No            Fee                 $0
 53        No            Fee                N/A
 54       #N/A           Fee                 $0
 55        No            Fee                N/A
 56       #N/A           Fee                 $0
 57        No            Fee                N/A
 58        No            Fee                 $0
 59        No            Fee                N/A
 60       #N/A           Fee                 $0
 61       #N/A           Fee                 $0
 62        No            Fee                N/A
 63       #N/A           Fee                 $0
 64        No            Fee              $250,000
 65        No            Fee                N/A
 66       #N/A           Fee                 $0
 67       #N/A           Fee                 $0
 68       #N/A           Fee                 $0
 69       #N/A           Fee                 $0
 70        No            Fee                N/A
 71        No            Fee                N/A
 72       #N/A           Fee                 $0
 73        No            Fee                 $0
 74       #N/A           Fee                 $0
 75       #N/A           Fee                 $0
 76       #N/A           Fee                 $0
 77        No            Fee                 $0
 78       #N/A        Leasehold              $0
 79       #N/A           Fee                 $0
 80       #N/A           Fee                 $0
 81       #N/A           Fee                 $0
 82       #N/A           Fee                 $0
 83       #N/A           Fee                 $0
 84       #N/A           Fee                 $0
 85       #N/A           Fee                 $0
 86       #N/A           Fee                 $0
 87       #N/A           Fee                 $0
 88       #N/A           Fee                 $0
 89        Yes           Fee                N/A
 90       #N/A           Fee                 $0
 91       #N/A           Fee                 $0
 92        No            Fee                 $0
 93       #N/A           Fee                 $0
 94       #N/A           Fee                 $0
 95       #N/A           Fee                 $0
 96       #N/A           Fee                 $0
 97       #N/A           Fee                 $0
 98        Yes           Fee                N/A
 99       #N/A           Fee                 $0
100       #N/A           Fee                 $0
101        Yes           Fee                N/A
102       #N/A           Fee                 $0
103       #N/A           Fee                N/A
104       #N/A           Fee                 $0
105       #N/A           Fee                 $0
106        Yes           Fee                N/A
107       #N/A           Fee                 $0
108        No            Fee                N/A
109       #N/A           Fee                 $0
110       #N/A           Fee                 $0
111       #N/A           Fee                 $0
112       #N/A           Fee                 $0
113       #N/A           Fee                 $0
114       #N/A           Fee                 $0
115       #N/A           Fee                 $0
116       #N/A           Fee                 $0
117        Yes           Fee                N/A
118       #N/A           Fee                 $0
119       #N/A           Fee                 $0
120       #N/A           Fee                N/A
121       #N/A           Fee                 $0
122       #N/A           Fee                 $0
123       #N/A           Fee                 $0
124       #N/A           Fee                 $0
125       #N/A           Fee                 $0
126       #N/A           Fee                 $0
127       #N/A           Fee                 $0
128       #N/A           Fee                 $0
129       #N/A           Fee                 $0
130       #N/A           Fee                 $0
131       #N/A           Fee                 $0
132       #N/A           Fee                N/A
133       #N/A           Fee                 $0
134       #N/A           Fee                 $0
135       #N/A           Fee                 $0
136       #N/A           Fee                 $0
137       #N/A           Fee                 $0
138       #N/A           Fee                N/A
139       #N/A           Fee                 $0
140       #N/A           Fee                 $0
141       #N/A           Fee                 $0
142       #N/A           Fee                 $0
143       #N/A           Fee                 $0
144       #N/A           Fee                 $0
145       #N/A           Fee                 $0
146       #N/A           Fee                 $0
147       #N/A           Fee                 $0
148       #N/A           Fee                 $0
149       #N/A           Fee                 $0
150       #N/A           Fee                 $0
151       #N/A           Fee                 $0
152       #N/A           Fee                 $0
153       #N/A           Fee                 $0
154       #N/A           Fee                 $0
155       #N/A           Fee                 $0
156       #N/A           Fee                 $0

<CAPTION>
 #                                   LETTER OF CREDIT DESCRIPTION
---                                  ----------------------------
<S>   <C>
  1                              Homelife Letter of Credit ($850,000)
  2                                              N/A
  3                        Replacement Reserve Escrow & Security Agreement
  4
 4A                                              N/A
 4B                                              N/A
 4C                                              N/A
 4D                                              N/A
 4E                                              N/A
 4F                                              N/A
 4G                                              N/A
 4H                                              N/A
 4I                                              N/A
 4J                                              N/A
 4K                                              N/A
 4L                                              N/A
 4M                                              N/A
 4N                                              N/A
 4O                                              N/A
 4P                                              N/A
 4Q                                              N/A
 4R                                              N/A
 4S                                              N/A
 4T                                              N/A
 4U                                              N/A
 4V                                              N/A
 4W                                              N/A
 4X                                              N/A
 4Y                                              N/A
 4Z                                              N/A
4AA                                              N/A
  5                                              N/A
  6                                              N/A
  7                                              N/A
  8                                              N/A
  9                                              N/A
 10                                              N/A
 11                                              N/A
 12    Organized Living Letter of Credit ($1,000,000); Pottery Barn Letter of Credit ($500,000)
 13                                              N/A
 14                                              N/A
 15                                              N/A
 16                                              N/A
 17   Mitigate possible exposure to lawsuit against Home Depot and coutersued against borrower.
 18                                              N/A
 19                                              N/A
 20                                              N/A
 21                                     TILC Letter of Credit
 22                                              N/A
 23                                              N/A
 24                                              N/A
 25                                              N/A
 26                                              N/A
 27                                              N/A
 28                                              N/A
 29                                              N/A
 30                                              N/A
 31                                              N/A
 32                                              N/A
 33                                              N/A
 34                                              N/A
 35                                              N/A
 36                                              N/A
 37                                              N/A
 38                                              N/A
 39                                              N/A
 40                                              N/A
 41                                              N/A
 42                                              N/A
 43                                              N/A
 44                                              N/A
 45                                              N/A
 46                                              N/A
 47                                              N/A
 48                                              N/A
 49                                              N/A
 50                                              N/A
 51                                              N/A
 52                                              N/A
 53                                              N/A
 54                                              N/A
 55                                              N/A
 56                                              N/A
 57                                              N/A
 58                                              N/A
 59                                              N/A
 60                                              N/A
 61                                              N/A
 62                                              N/A
 63                                              N/A
 64                                        Security Deposit
 65                                              N/A
 66                                              N/A
 67                                              N/A
 68                                              N/A
 69                                              N/A
 70                                              N/A
 71                                              N/A
 72                                              N/A
 73                                              N/A
 74                                              N/A
 75                                              N/A
 76                                              N/A
 77                                              N/A
 78                                              N/A
 79                                              N/A
 80                                              N/A
 81                                              N/A
 82                                              N/A
 83                                              N/A
 84                                              N/A
 85                                              N/A
 86                                              N/A
 87                                              N/A
 88                                              N/A
 89                                              N/A
 90                                              N/A
 91                                              N/A
 92                                              N/A
 93                                              N/A
 94                                              N/A
 95                                              N/A
 96                                              N/A
 97                                              N/A
 98                                              N/A
 99                                              N/A
100                                              N/A
101                                              N/A
102                                              N/A
103                                              N/A
104                                              N/A
105                                              N/A
106                                              N/A
107                                              N/A
108                                              N/A
109                                              N/A
110                                              N/A
111                                              N/A
112                                              N/A
113                                              N/A
114                                              N/A
115                                              N/A
116                                              N/A
117                                              N/A
118                                              N/A
119                                              N/A
120                                              N/A
121                                              N/A
122                                              N/A
123                                              N/A
124                                              N/A
125                                              N/A
126                                              N/A
127                                              N/A
128                                              N/A
129                                              N/A
130                                              N/A
131                                              N/A
132                                              N/A
133                                              N/A
134                                              N/A
135                                              N/A
136                                              N/A
137                                              N/A
138                                              N/A
139                                              N/A
140                                              N/A
141                                              N/A
142                                              N/A
143                                              N/A
144                                              N/A
145                                              N/A
146                                              N/A
147                                              N/A
148                                              N/A
149                                              N/A
150                                              N/A
151                                              N/A
152                                              N/A
153                                              N/A
154                                              N/A
155                                              N/A
156                                              N/A
</TABLE>

(A)   THE UNDERLYING MORTGAGE LOANS SECURED BY TUTTLE CROSSING, WESTERN HILLS
      MARKETPLACE, AND MONTGOMERY CROSSING ARE CROSS-COLLATERALIZED AND
      CROSS-DEFAULTED, RESPECTIVELY. THESE LOANS ARE REFERRED TO COLLECTIVELY AS
      THE "SSC PORTFOLIO" IN THE PROSPECTUS.
(B)   THE UNDERLYING MORTGAGE LOANS SECURED BY HAWTHORNE APARTMENTS AND
      PINECREST APARTMENTS ARE CROSS-COLLATERALIZED AND CROSS-DEFAULTED,
      RESPECTIVELY.
(1)   ASSUMES A CUT-OFF DATE OF MARCH 11, 2002.
(2)   THE UNDERLYING MORTGAGE LOAN SECURED BY RAYTHEON BUILDING REQUIRES MONTHLY
      PAYMENTS OF:
      $137,921.98 FROM 2/1/2002 THROUGH AND INCLUDING 7/1/2003
      $146,639.90 FROM 8/1/2003 THROUGH AND INCLUDING 1/1/2006
      $170,486.40 FROM 2/1/2006 THROUGH AND INCLUDING 1/1/2008, AND
      $127,870.83 FROM 2/1/2008 THROUGH THE REMAINDER OF THE TERM.
(3)   IN THE CASE OF THE ARD LOANS, THE ANTICIPATED REPAYMENT DATE IS ASSUMED TO
      BE THE MATURITY DATE FOR THE PURPOSES OF THE INDICATED COLUMN.
(4)   ANTICIPATED REPAYMENT DATE.
(5)   PREPAYMENT PROVISION AS OF ORIGINATION:
      LOCK/(x) = LOCKOUT OR DEFEASANCE FOR (x) PAYMENTS
      YMA/(x) = GREATER OF YIELD MAINTENANCE PREMIUM AND A% PREPAYMENT FOR (x)
      PAYMENTS
      A%/(x) = A% PREPAYMENT FOR (x) PAYMENTS
      0%/(x) = PREPAYABLE AT PAR FOR (x) PAYMENTS
(6)   "YES" MEANS THAT DEFEASANCE IS PERMITTED NOTWITHSTANDING THE LOCKOUT
      PERIOD.
<PAGE>


                                                                     EXHIBIT C-1

                 FORM OF QIB INVESTMENT REPRESENTATION LETTER -
                         QUALIFIED INSTITUTIONAL BUYER

Wells Fargo Bank Minnesota, N.A.
Sixth and Marquette
Minneapolis, Minnesota 55479-0113
Attention:  Corporate Trust Services (CMBS)-CSFB Series 2002-CKP1

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York  10010
Attention:  Real Estate Finance and Securitization Group

      Re:   Transfer of Credit Suisse First Boston Mortgage Securities Corp.
            Commercial Mortgage Pass-Through Certificates, Series 2002-CKP1
            ----------------------------------------------------------------

Ladies and Gentlemen:

      This letter is delivered pursuant to the Confidential Offering Circular
(the "Offering Circular") dated as of March 13, 2002 and to Section 5.02 of the
Pooling and Servicing Agreement dated as of March 1, 2002 (the "Pooling and
Servicing Agreement"), by and among Credit Suisse First Boston Mortgage
Securities Corp., as Depositor, Midland Loan Services Inc., as Master Servicer,
Lennar Partners, Inc., as Special Servicer, and Wells Fargo Bank Minnesota,
N.A., as Trustee, on behalf of the holders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through the Certificates,
Series 2002-CKP1 (the "Certificates") in connection with the transfer by
__________________________________ to the undersigned (the "Purchaser") of $
_____________ aggregate [Certificate Balance] [Notional Balance] of Class
___Certificates (the "Certificate"). Capitalized terms used and not otherwise
defined herein shall have the respective meanings assigned to such terms in the
Pooling and Servicing Agreement.

      In connection with such transfer, unless otherwise directed by the
Depositor, the Purchaser hereby represents and warrants to you and the
addressees hereof as follows:

      1. The Purchaser is a "qualified institutional buyer" within the meaning
of Rule 144A ("Rule 144A") promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). The Purchaser is aware that the transfer is
being made in reliance on Rule 144A, and the Purchaser has had the opportunity
to obtain the information required to be provided pursuant to paragraph
(d)(4)(i) of Rule 144A.

      2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account, (b) for resale to "qualified
institutional buyers" in transactions under Rule 144A or (c) for resale to
persons that are not "U.S. persons" within the meaning of Regulation S under the
Securities Act, and not in any event with the view to, or for resale in
connection with, any distribution thereof. The Purchaser understands that the
Certificate (and any subsequent Certificate) has not been registered under the
Securities Act, by reason of a specified exemption from the registration
provisions of the Securities Act which depends upon, among other things, the
bona fide nature of the Purchaser's investment intent (or intent to resell to
only certain investors in certain exempted transactions), as expressed herein.

      3. The Purchaser has reviewed the Offering Circular and the agreements and
other materials referred to therein and has had the opportunity to ask questions
and receive answers concerning the terms and conditions of the transactions
contemplated by the Offering Circular.

      4. The Purchaser acknowledges that the Certificate (and any Certificate
issued on transfer or exchange thereof) has not been registered or qualified
under the Securities Act or the securities laws of any State or any other
jurisdiction, and that the Certificate cannot be resold unless it is registered
or qualified thereunder, or unless an exemption from such registration or
qualification is available.

      5. The Purchaser hereby undertakes to be bound by the terms and conditions
of the Pooling and Servicing Agreement in its capacity as an owner of a
Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for
the benefit of the Trust, the Trustee and all Certificateholders present and
future.

      6. The Purchaser will not sell or otherwise transfer any portion of the
Certificate or Certificates, except in compliance with Section 5.02 of the
Pooling and Servicing Agreement.

      7. With respect to any Class of Class A-X, Class A-SP, Class F, Class G,
Class H or Class J-AD (so long as such Class is rated at least "BBB-" by either
Rating Agency; and any other Class that is rated at least "BBB-" by either
Rating Agency) being acquired by or on behalf of an employee benefit plan or
other retirement arrangement, including an individual retirement account or a
Keogh plan, which is subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, or a
governmental plan (as defined in Section 3(32) of ERISA) that is subject to any
Federal, State or local law (a "Similar Law"), which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each, a "Plan"), the
Purchaser is acquiring such Certificates by or on behalf of a Plan in reliance
on Prohibited Transaction Exemption ("PTE") 89-90, as amended by PTE 97-34 and
PTE 2000-58, or PTE 98-08, as amended by PTE 2000-58.

      8. With respect to the purchase of any Class of Class K-Z, Class L, Class
M, Class N, Class O, Class P, Class Q or Class S Certificates (unless such Class
is then rated at least "BBB-" by either Rating Agency), the Purchaser is not and
will not be a Plan or any person acting on behalf of any such Plan or using the
assets of any such Plan to purchase such classes of Certificates, unless the
Purchaser is an insurance company using assets of its general account and its
acquisition, holding and disposition of such Certificates is exempt by reason of
Sections I and III of Department of Labor Prohibited Transaction Class Exemption
95-60.

      9. The Purchaser understands that if it is a Person referred to in 8
above, such Purchaser is required to provide to the Trustee an opinion of
counsel or other certification in form and substance satisfactory to the Trustee
and the Depositor to the effect that the acquisition and holding of such
Certificate by such purchaser or transferee will not constitute or result in a
non-exempt prohibited transaction under ERISA, Section 4975 of the Code or any
Similar Law and will not subject the Trustee, the Master Servicer, the Special
Servicer, the Initial Purchasers or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or
any Similar Law) in addition to those set forth in the Pooling and Servicing
Agreement, which opinion of counsel or certification shall not be at the expense
of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Trust Fund.

      10. In the event that we purchase any of the Certificates, we will acquire
Certificates having a minimum purchase price of not less than [$10,000] [in the
case of the Class N, Class O. Class P, Class Q and Class S Certificates,
$100,000] for our own account or for any separate account for which we are
acting.

<PAGE>


      IN WITNESS WHEREOF, the Purchaser hereby executes this Qualified
Institutional Buyer Representation Letter on the [_____] day of
[________________, _____].

                                            Very truly yours,

                                            [THE PURCHASER]

                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


<PAGE>


                                                                     EXHIBIT C-2

            FORM OF REGULATION S INVESTMENT REPRESENTATION LETTER -
                                NON-U.S. PERSON

Wells Fargo Bank Minnesota, N.A.
Sixth and Marquette
Minneapolis, Minnesota 55479-0113
Attention:  Corporate Trust Services (CMBS)-CFSB Series 2002-CKP1

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York  10010
Attention:  Real Estate Finance and Securitization Group

      Re:   Transfer of Credit Suisse First Boston Mortgage Securities Corp.
            Commercial Mortgage Pass-Through Certificates, Series 2002-CKP1
            ----------------------------------------------------------------

Ladies and Gentlemen:

      This letter is delivered pursuant to the Confidential Offering Circular
(the "Offering Circular") dated as of March 13, 2002 and to Section 5.02 of the
Pooling and Servicing Agreement dated as of March 1, 2002 (the "Pooling and
Servicing Agreement"), by and among Credit Suisse First Boston Mortgage
Securities Corp., as Depositor, Midland Loan Services Inc., as Master Servicer,
Lennar Partners, Inc., as Special Servicer, and Wells Fargo Bank Minnesota,
N.A., as Trustee, on behalf of the holders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through the Certificates,
Series 2000-CKP1 (the "Certificates") in connection with the transfer by
______________________________ to the undersigned (the "Purchaser") of $
_____________ aggregate [Certificate Balance] [Notional Balance] of Class
___Certificates (the "Certificate"). Capitalized terms used and not otherwise
defined herein shall have the respective meanings assigned to such terms in the
Pooling and Servicing Agreement.

      In connection with such transfer, unless otherwise directed by the
Depositor, the Purchaser hereby represents and warrants to you and the
addressees hereof as follows:

      1. The Purchaser is not a "U.S. person" within the meaning of Regulation S
(a "Non-U.S. Person") under the Securities Act of 1933, as amended (the
"Securities Act").

      2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account, (b) for resale to Non-U.S. Persons
in transactions under Regulation S or (c) for resale to "qualified institutional
buyers" in transactions under Rule 144A under the Securities Act, and not in any
event with the view to, or for resale in connection with, any distribution
thereof. The Purchaser understands that the Certificate (and any subsequent
Certificate) has not been registered under the Securities Act, by reason of a
specified exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the Purchaser's
investment intent (or intent to resell to only certain investors in certain
exempted transactions), as expressed herein.

      3. The Purchaser has reviewed the Offering Circular and the agreements and
other materials referred to therein and has had the opportunity to ask questions
and receive answers concerning the terms and conditions of the transactions
contemplated by the Offering Circular.

      4. The Purchaser acknowledges that the Certificate (and any Certificate
issued on transfer or exchange thereof) has not been registered or qualified
under the Securities Act or the securities laws of any State or any other
jurisdiction, and that the Certificate cannot be resold unless it is registered
or qualified thereunder, or unless an exemption from such registration or
qualification is available.

      5. The Purchaser hereby undertakes to be bound by the terms and conditions
of the Pooling and Servicing Agreement in its capacity as an owner of a
Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for
the benefit of the Trust, the Trustee and all Certificateholders present and
future.

      6. The Purchaser will not sell or otherwise transfer any portion of the
Certificate or Certificates, except in compliance with Section 5.02 of the
Pooling and Servicing Agreement.

      7. The Purchaser is not a U.S. Person and under applicable law in effect
on the date hereof, no taxes will be required to be withheld by the Trustee (or
its agent) with respect to distributions to be made on the Certificate. The
Purchaser has attached hereto either (i) a duly executed IRS Form W-8BEN (or
successor form), which identifies such Purchaser as the beneficial owner of the
Certificate and states that such Purchaser is not a U.S. Person or (ii) two duly
executed copies of IRS Form W-8ECI (or successor form), which identify such
Purchaser as the beneficial owner of the Certificate and state that interest and
original issue discount on the Certificate and Permitted Investments is, or is
expected to be, effectively connected with a U.S. trade or business. The
Purchaser agrees to provide to the Trustee updated IRS Forms W-8BEN or IRS Forms
W-8ECI, as the case may be, any applicable successor IRS forms, or such other
certifications as the Trustee may reasonably request, on or before the date that
any such IRS form or certification expires or becomes obsolete, or promptly
after the occurrence of any event requiring a change in the most recent IRS form
of certification furnished by it to the Trustee.

      For this purpose, "U.S. Person" means (i) a citizen or resident of the
United States, (ii) a 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 of the administration of the
trust and one or more United States persons have the authority to control all
substantial decisions of the trust.

      8. With respect to any Class of Class A-X, Class A-SP, Class F, Class G,
Class H or Class J-AD (so long as such Class is rated "BBB-" by either Rating
Agency; and any other Class that is rated at least "BBB-" by either Rating
Agency) being acquired by or on behalf of an employee benefit plan or other
retirement arrangement, including an individual retirement account or a Keogh
plan, which is subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA) that is subject to any Federal,
State or local law (a "Similar Law"), which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (each, a "Plan"), the Purchaser is
acquiring such Certificates by or on behalf of a Plan in reliance on Prohibited
Transaction Exemption ("PTE") 89-90, as amended by PTE 97-34 and PTE 2000-58.

      9. With respect to the purchase of any Class of Class K-Z, Class L, Class
M, Class N, Class O, Class P, Class Q or Class S Certificates (unless such Class
is then rated at least "BBB-" by either Rating Agency), the Purchaser is not and
will not be a Plan or any person acting on behalf of any such Plan or using the
assets of any such Plan to purchase such classes of Certificates, unless the
Purchaser is an insurance company using assets of its general account and its
acquisition, holding and disposition of such Certificates is exempt by reason of
Sections I and III of Department of Labor Prohibited Transaction Class Exemption
95-60.

      10. The Purchaser understands that if it is a Person referred to in 9
above, such Purchaser is required to provide to the Trustee an opinion of
counsel or other certification in form and substance satisfactory to the Trustee
and the Depositor to the effect that the acquisition and holding of such
Certificate by such purchaser or transferee will not constitute or result in a
non-exempt prohibited transaction under ERISA, Section 4975 of the Code or any
Similar Law and will not subject the Trustee, the Master Servicer, the Special
Servicer, the Initial Purchasers or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or
any Similar Law) in addition to those set forth in the Pooling and Servicing
Agreement, which opinion of counsel or other certification shall not be at the
expense of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Trust Fund.

      11. In the event that we purchase any of the Certificates, we will acquire
Certificates having a minimum purchase price of not less than [$10,000] [in the
case of Class N, Class O, Class P, Class Q and Class S Certificates, $100,000]
for our own account or for any separate account for which we are acting.


<PAGE>


      IN WITNESS WHEREOF, the Purchaser hereby executes this Regulation S
Investment Representation Letter on the [_____] day of [_____________, _____].


                                            Very truly yours,

                                            [THE PURCHASER]

                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


<PAGE>


                                                                     EXHIBIT C-3

                        FORM OF REPRESENTATION LETTER -
                       INSTITUTIONAL ACCREDITED INVESTOR

Wells Fargo Bank Minnesota, N.A.
Sixth and Marquette
Minneapolis, Minnesota 55479-0113
Attention:  Corporate Trust Services (CMBS)-CSFB Series 2002-CKP1

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York  10010
Attention:  Real Estate Finance and Securitization Group

      Re:   Transfer of Credit Suisse First Boston Mortgage Securities Corp.
            Commercial Mortgage Pass-Through Certificates, Series 2002-CKP1
            ----------------------------------------------------------------

Ladies and Gentlemen:

      This letter is delivered pursuant to the Confidential Offering Circular
(the "Offering Circular") dated as of March 13, 2002 and to Section 5.02 of the
Pooling and Servicing Agreement dated as of March 1, 2002 (the "Pooling and
Servicing Agreement"), by and among Credit Suisse First Boston Mortgage
Securities Corp., as Depositor, Midland Loan Services Inc., as Master Servicer,
Lennar Partners, Inc., as Special Servicer,, and Wells Fargo Bank Minnesota,
N.A., as Trustee, on behalf of the holders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2002-CKP1 (the "Certificates") in connection with the transfer by
__________________________ to the undersigned (the "Purchaser") of $
_____________ aggregate [Certificate Balance] [Notional Balance] of Class O
Certificates (the "Certificate"). Capitalized terms used and not otherwise
defined herein shall have the respective meanings assigned to such terms in the
Pooling and Servicing Agreement.

      In connection with such transfer, unless otherwise directed by the
Depositor, the Purchaser hereby represents and warrants to you and the
addressees hereof as follows:

      1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the "Act"),
or an entity in which all of the equity owners are accredited investors within
the meaning of Rule 501(a)(1), (2) or (3) under the Act (an "Accredited
Investor") and we are acquiring the Certificates for investment purposes and not
with a view to, or for offer or sale in connection with, any distribution in
violation of the Act, and have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Certificates, and we and any accounts for which we are acting
are each able to bear the economic risk of our or their investment.

      2. (A) any purchase of the Certificate by the Purchaser will be for its
own account or for the account of one or more other accredited investors or as
fiduciary for the account of one or more trusts, each of which is an "accredited
investor" within the meaning of Rule 501(a)(7) under the Act and for each of
which the Purchaser exercises sole investment discretion or (B) the Purchaser is
a "bank," within the meaning of Section 3(a)(2) of the Act, or a "savings and
loan association" or other institution described in Section 3(a)(5)(A) of the
Act that is acquiring the Certificate as fiduciary for the account of one or
more institutions for which the Purchaser exercises sole investment discretion.

      3. The Purchaser has received and reviewed the Confidential Offering
Circular relating to the Certificate (the "Offering Circular") and the
agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Offering Circular.

      4. The Purchaser acknowledges that the Certificate (and any Certificate
issued on transfer or exchange thereof) has not been registered or qualified
under the Securities Act or the securities laws of any State or any other
jurisdiction, and that the Certificate cannot be resold unless it is registered
or qualified thereunder or unless an exemption from such registration or
qualification is available.

      5. The Purchaser hereby undertakes to be bound by the terms and conditions
of the Pooling and Servicing Agreement in its capacity as an owner of a
Certificate or Certificates, as the case may be (each a "Certificateholder", in
all respects as if it were a signatory thereto. This undertaking is made for the
benefit of the Trust, the Trustee and all Certificateholders present and future.

      6. The Purchaser will not sell or otherwise transfer any portion of the
Certificate or Certificates, except in compliance with Section 5.02 of the
Pooling and Servicing Agreement.

      7. The Purchaser is not (a) an employee benefit plan subject to the
fiduciary responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or a governmental plan (as defined in Section
3(32) of ERISA) subject to any federal, state or local law (a "Similar Law"),
which is, to a material extent, similar to the foregoing provisions of ERISA or
the Code (each, a "Plan"), or (b) a person acting on behalf of or using the
assets of any such Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the
application of Department of Labor Regulation Section 2510.3-101), other than an
insurance company using the assets of its general account under circumstances
whereby the purchase and holding of the Certificates by such insurance company
would be eligible for the exemptive relief from the prohibited transaction
provisions of ERISA and Section 4975 of the Code that is available under
Sections I and III of Prohibited Transaction Class Exemption 95-60.

      8. The Purchaser understands that if it is a Person referred to in 7(a) or
(b) above, such Purchaser is required to provide to the Trustee an opinion of
counsel or other certification in form and substance satisfactory to the Trustee
and the Depositor to the effect that the acquisition and holding of such
Certificate by such purchaser or transferee will not constitute or result in a
non-exempt prohibited transaction under ERISA, Section 4975 of the Code or any
Similar Law, and will not subject the Trustee, the Master Servicer, the Special
Servicer, the Initial Purchasers or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or
any Similar Law) in addition to those set forth in the Pooling and Servicing
Agreement, which opinion of counsel or other certification shall not be at the
expense of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Trust Fund.

      9. In the event that we purchase any of the Certificates, we will acquire
Certificates having a minimum purchase price of not less than [$10,000] [in the
case of Class N, Class O, Class P, Class Q and Class S Certificates, $100,000]
for our own account or for any separate account for which we are acting.

<PAGE>


      IN WITNESS WHEREOF, the Purchaser hereby executes this Accredited Investor
Investment Representation Letter on the [______] day of [___________, _____].


                                            Very truly yours,

                                            [THE PURCHASER]

                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


<PAGE>


                                                                     EXHIBIT D-1


                           FORM OF TRANSFER AFFIDAVIT

        AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE
                            CODE OF 1986, AS AMENDED

STATE OF        )
                )  ss:
COUNTY OF       )

      [Name of Officer], being first duly sworn, deposes and says:

      1. That [he] [she] is a [Title of Officer] of [Name of Transferee] (the
"Transferee"), a [description of type of entity] duly organized and existing
under the laws of the State [Commonwealth] of [ ], on behalf of which he makes
this affidavit.

      2. That the Transferee's Taxpayer Identification Number is [ ].

      3. That the Transferee of the Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2002-CKP1, Class R Certificates (the "Class R Certificate") (i) is not a
Disqualified Organization, an ERISA Prohibited Holder, or a Non-U.S. Person (as
defined in Article I of the Pooling and Servicing Agreement, dated as of March
1, 2002, by and among Credit Suisse First Boston Mortgage Securities Corp., as
Depositor, Midland Loan Services, Inc., as Master Servicer, Lennar Partners,
Inc., as Special Servicer and Wells Fargo Bank Minnesota, N.A., as Trustee (the
"Pooling and Servicing Agreement") and will endeavor to remain other that a
Disqualified Organization and other than a Non-U.S. Person for so long as it
retains its ownership interest in the Class R Certificate, or (ii) is acquiring
the Class R Certificate for the account of, or as agent (including as a broker,
nominee, or other middleman) for, a Person other than a Disqualified
Organization or a Non-U.S. Person.

      4. That the Transferee historically has paid its debts as they have come
due and intends to pay its debts as they come due in the future and the
Transferee intends to pay taxes associated with holding the Class R Certificate
as they become due.

      5. That the Transferee understands that it may incur tax liabilities with
respect to the Class R Certificate in excess of any cash flow generated by the
Class R Certificate.

      6. That the Transferee agrees not to transfer the Class R Certificate to
any Person or entity unless (a) the Transferee has received from such Person or
entity an affidavit substantially in the form of this Transfer Affidavit, and
(b) the Transferee provides to the Certificate Registrar a letter substantially
in the form of Exhibit D-2 to the Pooling and Servicing Agreement certifying
that it has no actual knowledge that such Person or entity is a Disqualified
Organization or an Agent thereof, an ERISA Prohibited Holder or a Non-U.S.
Person and that it has no reason to know that such Person or entity does not
satisfy the requirements set forth in paragraph 4 hereof.

      7. That the Transferee agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class R Certificate to a Disqualified Organization or an Agent
thereof, an ERISA Prohibited Holder or a Non-U.S. Person. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

      8. That, if a "tax matters person" is required to be designated with
respect to any REMIC Pool created under the Pooling and Servicing Agreement, the
Transferee agrees to act as "tax matters person" and to perform the functions of
"tax matters person" of such REMIC Pool pursuant to Section 10.01(c) of the
Pooling and Servicing Agreement, and agrees to the irrevocable designation of
the Master Servicer as the Transferee's agent in performing the function of "tax
matters person."

      9. The Transferee has reviewed, and agrees to be bound by and to abide by,
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement
concerning registration of the transfer and exchange of Class R Certificates.

      10. ([The Transferee has computed any consideration paid to it to acquire
the Class R Certificate in accordance with proposed U.S. Treasury Regulations
Sections 1.860E-1(a)(4)(iii) and 1.860E-1(c)(5) (or, after they have been
finalized, the final regulations) by computing present values using a discount
rate equal to the applicable Federal rate prescribed by Section 1274(d) of the
Code, compounded semi-annually.]

      [The Transferee has computed any consideration paid to it to acquire the
Class R Certificate in accordance with proposed U.S. Treasury Regulations
Sections 1.860E-1(a)(4)(iii) and 1.860E-1(c)(5) (or, after they have been
finalized, the final regulations) by computing present values using a discount
rate at least equal to the rate at which the Purchaser regularly borrows, in the
ordinary course of its trade or business, substantial funds from unrelated third
parties. The Purchaser has provided all information necessary to demonstrate to
the transferor that it regularly borrows at such rate.]

      [The transfer of the Class R Certificate complies with Section 6 of
Revenue Procedure 2001-12 (the "Revenue Procedure"), 2001-3 I.R.B. 335 (January
16, 2001) (or comparable provisions of applicable final U.S. Treasury
Regulations) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  Section 860L(a)(2) of the Code, as to which income from Class
                  R Certificate will only be taxed in the United States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of Section
                  860L(g) of the Code) in excess of $100 million and net assets
                  in excess of $10 million;

-----------------
*     Insert appropriate paragraph, if applicable.
<PAGE>


            (iii) the Transferee will transfer the Class R Certificate only to
                  another "eligible corporation," as defined in Section
                  860(F)(a)(2) of the Code, in a transaction that satisfies the
                  requirements of Section 4 of the Revenue Procedure; and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Class R Certificate based on reasonable market
                  assumptions (including, but not limited to, borrowing and
                  investment rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Transferee) that it has determined in good faith.]

[Reserved]


<PAGE>


      IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, by its [Title of Officer] this ____ of ______, 20__.

                                            [NAME OF TRANSFEREE]

                                            By:
                                               ---------------------------------
                                               [Name of Officer]
                                               [Title of Officer]

      Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the Transferee, and acknowledged to me that [he]
[she] executed the same as [his] [her] free act and deed and the free act and
deed of the Transferee.

      Subscribed and sworn before me this ____ day of ______ 20__.

NOTARY PUBLIC

COUNTY OF
          -------------------

STATE OF
          -------------------

      My commission expires the ___ day of __________, 20__.


<PAGE>


                                                                     EXHIBIT D-2

                           FORM OF TRANSFEROR LETTER

                                                                          [Date]

Wells Fargo Bank Minnesota,
National Association
11000 Broken Land Parkway
Columbia, Maryland  21044-3562
Attention:      Corporate Trust Services (CMBS) -
                Credit Suisse First Boston Mortgage
                Securities Corp., Commercial
                Mortgage Pass-Through
                Certificates, Series 2002-CKP1

            Re:   Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates, Series
                  2002-CKP1
                  ---------------------------------------------------

Ladies and Gentlemen:

      [Transferor] has reviewed the attached affidavit of [Transferee], and,
after a reasonable investigation of the financial condition of the [Transferee],
has no actual knowledge that such affidavit is not true and has no reason to
know that the requirements set forth in paragraphs 3 and 4 thereof are not
satisfied or that the information contained in paragraphs 3 and 4 thereof is not
true.

                                            Very truly yours,

                                            [Transferor]

                                            ------------------------------------
                                            Name:

<PAGE>


                                                                       EXHIBIT E

                            LIST OF MEZZANINE LOANS

                                      NONE
<PAGE>


                                                                       EXHIBIT F

                          FORM OF REQUEST FOR RELEASE

                                                                          [DATE]

Wells Fargo Bank, Minnesota, N.A.,
as Trustee
11000 Broken Land Parkway
Columbia, Maryland 21044-3562
Attention:   Corporate Trust Services (CMBS) -
             Credit Suisse First Boston Mortgage
             Securities Corp., Commercial
             Mortgage Pass-Through
             Certificates, Series 2002-CKP1

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York 10010
Attention:  Principal Transactions Group

      Re:   Credit Suisse First Boston Mortgage Securities Corp. Commercial
            Mortgage Pass-Through Certificates, Series 2002-CKP1 REQUEST FOR
            RELEASE
            ----------------------------------------------------------------


Dear                 ,
    -----------------

      In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee under a certain Pooling and Servicing Agreement dated
as of March 1, 2002 (the "Pooling and Servicing Agreement"), by and among Credit
Suisse First Boston Mortgage Securities Corp., as Depositor, Midland Loan
Services Inc. [(the undersigned)], as Master Servicer and Lennar Partners, Inc.
[(the undersigned)] as Special Servicer, and you, as Trustee, the undersigned
hereby requests a release of the Mortgage File (or the portion thereof specified
below) held by or on behalf of you as Custodian with respect to the following
described Loan for the reason indicated below.

      Mortgagor's Name:

      Address:

      Loan No.:

      If only particular documents in the Mortgage File are requested, please
specify which:

      Reason for requesting file (or portion thereof):

      _____1. Loan paid in full. The [Servicer] [Special Servicer] hereby
      certifies that all amounts received in connection with the Loan have been
      or will be credited to the Collection Account pursuant to the Pooling and
      Servicing Agreement.

      _____2. The Loan is being foreclosed.

      _____3. Other. (Describe)

      The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten days of our receipt thereof, unless the Loan has been
paid in full, in which case the Mortgage File (or such portion thereof) will be
retained by us permanently, unless the Loan is being foreclosed, in which case
the Mortgage File (or such portion thereof) will be returned when no longer
required by us for such purpose.

      Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                            [MIDLAND LOAN SERVICES INC.]

                                            [LENNAR PARTNERS, INC.]


                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:


<PAGE>


                                                                       EXHIBIT G

              Credit Suisse First Boston Mortgage Securities Corp.
        Commercial Mortgage Pass-Through Certificates, Series 2002-CKP1
                              SERVICER WATCH LIST
                           as of
                                 --------------------
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
S4               S55           S61       S57      S58        P7      P8      P11      P93      P97
------------------------------------------------------------------------------------------------------------------------------------
PROSPECTUS   SHORT NAME     PROPERTY    CITY     STATE   SCHEDULED   PAID  MATURITY PRECEDING  MOST RECENT     COMMENT/ACTION
ID            (WHEN           TYPE                         LOAN      THRU    DATE   FISCAL YR  DSCR NCF        TO BE TAKEN
            APPROPRIATE)                                  BALANCE    DATE           DSCR NCF
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>             <C>         <C>      <C>     <C>      <C>       <C>     <C>        <C>             <C>

------------------------------------------------------------------------------------------------------------------------------------
List all loans on watch list and reason sorted in descending balance order.
------------------------------------------------------------------------------------------------------------------------------------
Should not include loans that are specially serviced
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Total                                                     $
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


                                                                       EXHIBIT H

                         FORM OF AFFIDAVIT OF LOST NOTE

STATE OF        )
                )  ss.:
COUNTY OF       )

      ______________________________, _______________________________ , being
duly sworn, deposes and says:

      1. that he/she is an authorized signatory of _________________________
(the "Noteholder");

      2. that the Noteholder is the owner and holder of a mortgage loan in the
original principal amount of $_________ secured by a mortgage (the "Mortgage")
on the premises known as __________ __________, located in __________;

      3. that the Noteholder, after having conducted a diligent investigation of
its records and files, has been unable to locate the following original note and
believes that said original note has been lost, misfiled, misplaced or destroyed
due to a clerical error:

            a note in the original sum of $____________ made by _____________,
            to __________________________, under date of (the "Note");

      4. that the Note is now owned and held by the Noteholder;

      5. that the Note has not been paid-off, satisfied, assigned, transferred,
encumbered, endorsed, pledged, hypothecated, or otherwise disposed of and that
the original Note has been either lost, misfiled, misplaced or destroyed;

      6. that no other person, firm, corporation or other entity has any right,
title, interest or claim in the Note except the Noteholder; and

      7. upon assignment of the Note by the Noteholder to Credit Suisse First
Boston Mortgage Securities Corp. (the "Depositor" or the "Purchaser") and
subsequent assignment by the Depositor to the Trustee for the benefit of the
holders of the Credit Suisse First Boston Mortgage Securities Corp. Commercial
Mortgage Pass-Through Certificates, Series 2002-CKP1 (the "Trustee") (which
assignment may, at the discretion of the Depositor, be made directly by the
Noteholder to the Trustee) the Noteholder covenants and agrees (a) to promptly
deliver to the Trustee the original Note if it is subsequently found, and (b) to
indemnify and hold harmless the Trustee and its successors and assigns from and
against any and all costs, expenses and monetary losses arising as a result of
the Noteholder's or the Depositor's failure to deliver said original Note to the
Trustee.

                                            NAME OF NOTEHOLDER



                                            By:
                                               ---------------------------------
                                               Authorized Signatory

Sworn to before me this
day of ____________, 20__


<PAGE>


                                                                       EXHIBIT I

                             INVESTOR CERTIFICATION

                                                                           Date:

Wells Fargo Bank Minnesota, N.A.
Sixth & Marquette
Minneapolis, Minnesota  55479-0113

Attention:    Corporate Trust Services (CMBS)
              Credit Suisse First Boston Mortgage Securities Corp.,
              Series 2002-CKP1

      In accordance with Section 4.02 of the Pooling and Servicing Agreement,
dated as of March 1, 2002 (the "Agreement"), among Credit Suisse First Boston
Mortgage Securities Corp. as Depositor, Midland Loan Services, Inc., as
Servicer, Lennar Partners, Inc., as Special Servicer and you, as Trustee, with
respect to the Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2002-CKP1 (the "Certificates"), the
undersigned hereby certifies and agrees as follows:

      1. The undersigned is a beneficial owner or prospective purchaser of the
Class ____ Certificates.

      2. The undersigned is requesting, pursuant to Section 4.02 of the
Agreement, is requesting access to certain information (the "Information") on
the Trustee's website and/or is requesting the information identified on the
schedule attached hereto (also, the "Information") pursuant to Section 4.02 of
the Agreement.

      3. In consideration of the Trustee's disclosure to the undersigned of the
Information, or providing access in connection therewith, the undersigned will
keep the Information confidential (except from such outside persons as are
assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such
governmental or banking authorities or agencies to which the undersigned is
subject), and such Information will not, without the prior written consent of
the Trustee, be otherwise disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the
"Representatives") in any manner whatsoever, in whole or in part; provided that
the undersigned may provide all or any part of the Information to any other
person or entity that holds or is contemplating the purchase of any Certificate
or interest therein, but only if such person or entity confirms in writing such
ownership interest or prospective ownership interest and agrees to keep it
confidential.

      4. The undersigned will not use or disclose the Information in any manner
which could result in a violation of any provision of the Securities Act of
1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934,
as amended, or would require registration of any Certificate pursuant to Section
5 of the Securities Act.

      5. The undersigned shall be fully liable for any breach of this agreement
by itself or any of its Representatives and shall indemnify the Depositor, the
Trustee and the Trust Fund for any loss, liability or expense incurred thereby
with respect to any such breach by the undersigned or any of its
Representatives.

      6. Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized signatory, as of the day and year written above.


                                       -----------------------------------------
                                       Beneficial Owner or Prospective Purchaser



                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------
                                       Company:
                                               ---------------------------------
                                       Phone:
                                             -----------------------------------


<PAGE>


                                                                     EXHIBIT J-1

           FORM OF INTERMEDIATE TRUSTEE (OR CUSTODIAN) CERTIFICATION

                                             [DATE]

To:   The Parties Listed on Schedule A Attached Hereto.

Re:   Intermediate Review of Mortgage Files by the Trustee Pursuant to the
      Pooling and Servicing Agreement (dated March 1, 2002)
      --------------------------------------------------------------------

Ladies and Gentlemen:

      In accordance with Sections 2.02 (d) of the Pooling and Servicing
Agreement, dated March 1, 2002, by and among Credit Suisse First Boston Mortgage
Securities Corp., as Depositor, Midland Loan Services, Inc., as master servicer
and Lennar Partners, Inc. as special servicer and Wells Fargo Bank Minnesota,
N.A., as Trustee (the "Agreement"), with respect to the Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2002-CKP1, the undersigned, as Trustee (or Custodian) hereby certifies as
to each Mortgage Loan subject to the Agreement (except as is identified in any
attached schedule hereto or specifically excluded in the paragraph below) that
for each Mortgage Loan all documents listed in the Agreement under the
definition of "Mortgage File" (the "Mortgage File) have been executed and
received, appear to be what they purport to be, have not been torn, mutilated,
damaged, defaced, do not contain blanks, have not been clearly forged or
otherwise physically altered, and relate to the related Mortgage Loan, and that
the Mortgage, the Assignment of Mortgage, Assignment of Leases and Rents,
Assignment of Assignments of Leases and Rents, Assignment of Loan Documents, and
each other Loan Document (as advised in writing by the Depositor) requires
recording or filing has been filed or recorded, if applicable (or delivered to
the Title Company for filing or recording, as the case may be).

      In completing said review, the Trustee is authorized to rely on the
purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon and upon the delivery of such
documents to the Title Company as provided for in Section 2.01. The Trustee
shall be under no duty or obligation to inspect, review, or examine any such
documents, instruments or certificates to independently determine that they are
valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate
for the represented purpose, whether the text of any assignment or endorsement
is in proper or recordable form (except to determine if the endorsement conforms
to the requirements of Section 2.01(a)), or whether the recordation of any
document complies with the recordation requirements of any applicable
jurisdiction, nor shall the Trustee be responsible for determining whether there
are any documents which are required to be included in each such Mortgage File
pursuant to the Agreement.

      Further, with respect to UCC filings, absent actual knowledge or copies of
UCC filings in any such Mortgage File indicating otherwise, the Trustee shall
assume for purposes of the certifications delivered pursuant to Sections 2.01
and 2.02 of the Agreement, that filings were made for each Mortgaged Property in
the appropriate public recording or filing office(s).

      Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in the Agreement.

                                            Respectfully,

                                            WELLS FARGO BANK MINNESOTA, N.A.,
                                            as Trustee,

                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


<PAGE>


                                   SCHEDULE A
                                   ----------


Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, NY  10010

Midland Loan Services, Inc.
[                      ]
[                      ]

Wells Fargo Bank Minnesota, N.A.
45 Broadway, 12th Floor
New York, NY 10006

Standard & Poor's Ratings Service,
   a division of The McGraw Hill Companies, Inc.
55 Water Street
New York, New York  10041


<PAGE>


                                                                     EXHIBIT J-2

               FORM OF FINAL TRUSTEE (OR CUSTODIAN) CERTIFICATION

                                            [DATE]

To:   The Parties Listed on Schedule A Attached Hereto.

Re:   Receipt and Final Review of Mortgage Files by the Trustee Pursuant to the
      Pooling and Servicing Agreement (dated March 1, 2002)
      -------------------------------------------------------------------------

Ladies and Gentlemen:

      In accordance with Section 2.02(c) of the Pooling and Servicing Agreement,
dated March 1, 2002, by and among Credit Suisse First Boston Mortgage Securities
Corp., as Depositor, Midland Loan Services, Inc., as master servicer and Lennar
Partners, Inc. as special servicer and Wells Fargo Bank Minnesota, N.A., as
Trustee (the "Agreement"), with respect to the Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2002-CKP1, the undersigned, as Trustee (or as Custodian), hereby certifies that
as to each Mortgage Loan subject to the Agreement (except as is identified in
any schedule hereto), it has received (except with respect to items listed on
the exceptions report attached hereto) and any documents required to be included
in each Mortgage File pursuant to the Agreement:

      (1) The original promissory note, endorsed by the originator of the
Mortgage Loans "to the order of Wells Fargo Bank Minnesota, N.A., as Trustee in
trust for Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2002-CKP1, without recourse to the
undersigned" and showing an unbroken chain of endorsement from the originator
thereof to the originator of the Mortgage Loans (the "Originator");

      (2) Each original recorded Mortgage or original unrecorded counterparts
thereof certified by the Originator that such originals have been sent for
recording, and any original modifications of each Mortgage thereto, endorsed by
the current holder in favor Wells Fargo Bank Minnesota, N.A., as Trustee for the
Credit Suisse First Boston Mortgage Corp., Commercial Mortgage Pass-Through
Certificates, Series 2002-CKP1" (however, if the Originator cannot deliver, or
cause to be delivered, any original recorded Mortgage or original unrecorded
counterpart thereof, with evidence of recording or filing thereon, solely
because of a delay caused by the public recording or filing office where such
document or instrument has been delivered for recordation or filing, the
delivery requirements of Section 2.01 of the Agreement shall be deemed to have
been satisfied and such non-delivered document or instrument (certified by the
applicable public recording or filing office, the applicable title insurance
company or the Originator to be a true and complete copy of the original thereof
submitted for recording or filing) is delivered to the Trustee, and the Master
Servicer on or before [_____] __, 2002, and either the original or such
non-delivered document or instrument, or a photocopy thereof (certified by the
appropriate public recording or filing office to be a true and complete copy of
the original thereof submitted for recording or filing), with evidence of
recording or filing thereon, is delivered to the Trustee within 90 days of
[_____] __, 2002, which period may be extended up to two times, in each case for
an additional period of 45 days provided that the Originator, as certified in
writing to the Trustee prior to each such 45-day extension, is in good faith
attempting to obtain from the appropriate county recorder's office such original
or photocopy; and if because of a delay for any other reason, this section shall
be deemed to have been satisfied and such non-delivered document or instrument
shall be deemed to have been included in the Mortgage File if a photocopy of
such non-delivered document or instrument (with evidence of recording or filing
thereon and certified by the appropriate recording or filing office to be a true
and complete copy of the original thereof submitted for recording or filing) is
delivered to the Trustee and to the Master Servicer on or before [_____] __,
2002);

      (3) Each original recorded Assignment of Leases and Rents, or original
unrecorded counterparts thereof certified by the Originator that such originals
have been sent for recording (however, if the Originator cannot deliver, or
cause to be delivered, any original recorded Assignment of Leases and Rents or
original unrecorded counterpart thereof, with evidence of recording or filing
thereon, solely because of a delay caused by the public recording or filing
office where such document or instrument has been delivered for recordation or
filing, the delivery requirements of Section 2.01 of the Agreement shall be
deemed to have been satisfied and such non-delivered document or instrument
(certified by the applicable public recording or filing office, the applicable
title insurance company or the Originator to be a true and complete copy of the
original thereof submitted for recording or filing) is delivered to the Trustee,
and the Master Servicer on or before [_____] __, 2002, and either the original
or such non-delivered document or instrument, or a photocopy thereof (certified
by the appropriate public recording or filing office to be a true and complete
copy of the original thereof submitted for recording or filing), with evidence
of recording or filing thereon, is delivered to the Trustee within 90 days of
[_____] __, 2002, which period may be extended up to two times, in each case for
an additional period of 45 days provided that the Originator, as certified in
writing to the Trustee prior to each such 45-day extension, is in good faith
attempting to obtain from the appropriate county recorder's office such original
or photocopy; and if because of a delay for any other reason, this section shall
be deemed to have been satisfied and such non-delivered document or instrument
shall be deemed to have been included in the Mortgage File if a photocopy of
such non-delivered document or instrument (with evidence of recording or filing
thereon and certified by the appropriate recording or filing office to be a true
and complete copy of the original thereof submitted for recording or filing) is
delivered to the Trustee and to the Master Servicer on or before [_____] __,
2002);

      (4) The original Loan Agreement, as amended and restated, (as defined in
the Agreement) or a certified copy thereof;

      (5) The original Cash Management Agreement (as defined in the Agreement)
or a certified copy thereof;

      (6) Copies of each UCC-1 financing statement showing each Borrower as
debtor and the Originator as secured party (which shall have been delivered to
the appropriate filing office for filing), together with original UCC-2 or UCC-3
financing statements showing a complete chain of assignment from the secured
party named in such UCC-1 financing statement to the Trustee, all in forms which
are complete and suitable for filing (however, if the Originator cannot deliver,
or cause to be delivered, any original recorded financing statement or
statements or original unrecorded counterpart thereof, with evidence of
recording or filing thereon, solely because of a delay caused by the public
recording or filing office where such document or instrument has been delivered
for recordation or filing, the delivery requirements of Section 2.01 of the
Agreement shall be deemed to have been satisfied and such non-delivered document
or instrument (certified by the applicable public recording or filing office,
the applicable title insurance company or the Originator to be a true and
complete copy of the original thereof submitted for recording or filing) is
delivered to the Trustee, and the Master Servicer on or before [_____] __, 2002,
and either the original or such non-delivered document or instrument, or a
photocopy thereof (certified by the appropriate public recording or filing
office to be a true and complete copy of the original thereof submitted for
recording or filing), with evidence of recording or filing thereon, is delivered
to the Trustee within 90 days of [_____] __, 2002, which period may be extended
up to two times, in each case for an additional period of 45 days provided that
the Originator, as certified in writing to the Trustee prior to each such 45-day
extension, is in good faith attempting to obtain from the appropriate county
recorder's office such original or photocopy; and if because of a delay for any
other reason, this section shall be deemed to have been satisfied and such
non-delivered document or instrument shall be deemed to have been included in
the Mortgage File if a photocopy of such non-delivered document or instrument
(with evidence of recording or filing thereon and certified by the appropriate
recording or filing office to be a true and complete copy of the original
thereof submitted for recording or filing) is delivered to the Trustee and to
the Master Servicer on or before [_____] __, 2002);

      (7) The original Title Insurance Policy or copies thereof (or marked
commitments to insure) effective as of the date of the recordation of the
Mortgage Loan, together with all endorsements or riders that were issued with or
subsequent to the issuance of such policy;

      (8) Each other Loan Document constituting the Mortgage File.

      Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Agreement. This Certificate is qualified in all
respects by the terms of the Agreement.

                                            WELLS FARGO BANK MINNESOTA,
                                              as Trustee,

                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


<PAGE>


                                   SCHEDULE A

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, NY  10010

Midland Loan Services, Inc.

[                    ]
[                    ]

Wells Fargo Bank Minnesota, N.A.
45 Broadway, 12th Floor
New York, NY 10006

Standard & Poor's Ratings Service,
   a division of The McGraw Hill Companies, Inc.
55 Water Street
New York, New York  10041


<PAGE>


                                                                       EXHIBIT H

                                    FORM OF
                            NOTICE AND CERTIFICATION
                     REGARDING DEFEASANCE OF MORTGAGE LOAN

 FOR LOANS HAVING A STATED PRINCIPAL BALANCE OF (A) $5,000,000 OR LESS, OR (B)
          LESS THAN 1% OF OUTSTANDING POOL BALANCE, WHICHEVER IS LESS

To:   Standard & Poor's Ratings Services
      55 Water Street
      New York, New York 10041
      Attn: Commercial Mortgage Surveillance

From: Midland Loan Services, Inc., in its capacity as Servicer (the "Servicer")
      under the Pooling and Servicing Agreement dated as of March 1, 2002 (the
      "Pooling and Servicing Agreement"), among the Servicer, Wells Fargo Bank
      Minnesota, N.A., as Trustee, and others.

Date: _________, 20___

            Re:   Credit Suisse First Boston Mortgage Securities Corp.
                  Commercial Mortgage Pass-Through Certificates Series 2002-CKP1
                  --------------------------------------------------------------

Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the
Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and
heretofore secured by the Mortgaged Properties identified on the Mortgage Loan
Schedule by the following names:

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

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

      Reference is made to the Pooling and Servicing Agreement described above.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement. [NOTE: ALL TERMS IN THIS
CERTIFICATION MUST BE CONFORMED TO TERMS USED IN THE POOLING AND SERVICING
AGREEMENT]

      As Servicer under the Pooling and Servicing Agreement, we hereby:

      1.    Notify you that the Mortgagor has consummated a defeasance of the
            Mortgage Loan pursuant to the terms of the Mortgage Loan, of the
            type checked below:

            ____  a full defeasance of the payments scheduled to be due in
                  respect of the entire Stated Principal Balance of the Mortgage
                  Loan; or

            ____  a partial defeasance of the payments scheduled to be due in
                  respect of a portion of the Stated Principal Balance of the
                  Mortgage Loan that represents ___% of the entire Stated
                  Principal Balance of the Mortgage Loan and, under the
                  Mortgage, has an allocated loan amount of $____________ or
                  _______% of the entire Stated Principal Balance;

      2.    Certify that each of the following is true, subject to those
            exceptions set forth with explanatory notes on EXHIBIT A hereto,
            which exceptions the Servicer has determined, consistent with the
            Servicing Standard, will have no material adverse effect on the
            Mortgage Loan or the defeasance transaction:

            a.    The Mortgage Loan Documents permit the defeasance, and the
                  terms and conditions for defeasance specified therein were
                  satisfied in all material respects in completing the
                  defeasance.

            b.    The defeasance was consummated on __________, 20__.

            c.    The defeasance collateral consists of V.S. Treasuries or
                  securities that (i) constitute "government securities" as
                  defined in Section 2(a)(16) of the Investment Company Act of
                  1940 as amended (15 U.S.C. 80a-1), (ii) are listed as
                  "Qualified Investments for 'AAA' Financings" under Paragraphs
                  1, 2 or 3 of "Cash Flow Approach" in Standard & Poor's Public
                  Finance Criteria 2000, as amended to the date of the
                  defeasance, (iii) are rated 'AAA' by Standard & Poor's, (iv)
                  if they include a principal obligation, the principal due at
                  maturity cannot vary or change, and (v) are not subject to
                  prepayment, call or early redemption. Such securities have the
                  characteristics set forth below:

                     CUSIP     RATE     MAT     PAY DATES     ISSUED
                     -----------------------------------------------

            d.    The Servicer received an opinion of counsel (from counsel
                  approved by Servicer in accordance with the Servicing
                  Standard) that the defeasance will not result in an Adverse
                  REMIC Event.

            e.    The Servicer determined that the defeasance collateral will be
                  owned by an entity (the "Defeasance Obligor") as to which one
                  of the statements checked below is true:

                  ____  the related Defeasance Obligor is a Single-Purpose
                        Entity (as defined in Standard & Poor's Structured
                        Finance Ratings Real Estate Finance Criteria, as amended
                        to the date of the defeasance (the "S&P Criteria")) as
                        of the date of the defeasance is the original, and after
                        the defeasance owns no assets other than the defeasance
                        collateral and real property securing Mortgage Loans
                        included in the pool.

                  ____  the Defeasance Obligor a Single-Purpose Entity (as
                        defined in the S&P Criteria) established by or on behalf
                        of the related mortgagor to own the defeasance
                        collateral; or

                  ____  the Defeasance Obligor a Single-Purpose Entity (as
                        defined in the S&P Criteria) established for the benefit
                        of the Trust to own the defeasance collateral for the
                        loan and other deferred loans in the Pool.

            f.    The Servicer received a broker or similar confirmation of the
                  credit, or the accountant's letter described below contained
                  statements that it reviewed a broker or similar confirmation
                  of the credit, of the defeasance collateral to an Eligible
                  Account (as defined in the S&P Criteria) in the name of the
                  Defeasance Obligor, which account is maintained as a
                  securities account by the Trustee acting as a securities
                  intermediary.

            g.    As securities intermediary, Trustee is obligated to make the
                  scheduled payments on the Mortgage Loan from the proceeds of
                  the defeasance collateral directly to the Servicer's
                  collection account in the amounts and on the dates specified
                  in the Mortgage Loan Documents or, in a partial defeasance,
                  the portion of such scheduled payments attributed to the
                  allocated loan amount for the real property defeased,
                  increased by any defeasance premium specified in the Mortgage
                  Loan Documents (the "Scheduled Payments").

            h.    The Servicer received from the Mortgagor written confirmation
                  from a firm of independent certified public accountants, who
                  were approved by Servicer in accordance with the Servicing
                  Standard, stating that (i) revenues from principal and
                  interest payments made on the defeasance collateral (without
                  taking into account any earnings on reinvestment of such
                  revenues) will be sufficient to timely pay each of the
                  Scheduled Payments after the defeasance including the payment
                  in full of the Mortgage Loan (or the allocated portion thereof
                  in connection with a partial defeasance) on its Maturity Date
                  (or, in the case of an ARD Loan, on its Anticipated Repayment
                  Date or the first payment date on which the loan is freely
                  payable), (ii) the revenues received in any month from the
                  defeasance collateral will be applied to make Scheduled
                  Payments within four (4) months after the date of receipt, and
                  (iii) interest income from the defeasance collateral to the
                  Defeasance Obligor in any calendar or fiscal year will not
                  exceed such Defeasance Obligor's interest expense for the
                  Mortgage Loan (or the allocated portion thereof in a partial
                  defeasance) for such year or if interest thereon will exceed
                  interest expenses in any fiscal year, such is identified in
                  the accountant's Letter and the Defeasance Obligor has agreed
                  to pay any such taxes accrued.

            i.    The Servicer received opinions from counsel, who were approved
                  by Servicer in accordance with the Servicing Standard, that
                  (i) the agreements executed by the Mortgagor and/or the
                  Defeasance Obligor in connection with the defeasance are
                  enforceable against them in accordance with their terms, and
                  (ii) the Trustee will have a perfected, first priority
                  security interest in the defeasance collateral described
                  above.

            j.    The agreements executed in connection with the defeasance (i)
                  permit reinvestment of proceeds of the defeasance collateral
                  only in Permitted Investments (as defined in the S&P
                  Criteria), (ii) permit release of surplus defeasance
                  collateral and earnings on reinvestment to the Defeasance
                  Obligor or the Mortgagor only after the Mortgage Loan has been
                  paid in full, if any such surplus exists and such release is
                  permitted, (iii) prohibit any subordinate liens against the
                  defeasance collateral, and (iv) provide for payment from
                  sources other than the defeasance collateral or other assets
                  of the Defeasance Obligor of all fees and expenses of the
                  securities intermediary for administering the defeasance and
                  the securities account and all fees and expenses of
                  maintaining the existence of the Defeasance Obligor.

            k.    The entire Stated Principal Balance of the Mortgage Loan as of
                  the date of defeasance was $___________ [$5,000,000 OR LESS OR
                  LESS THAN ONE PERCENT OF POOL BALANCE, WHICHEVER IS LESS]
                  which is less than 1% of the Aggregate Certificate Balance of
                  the Certificates as of the date of the most recent Paying
                  Agent's Monthly Certificateholder Report received by us (the
                  "Current Report").

            l.    The defeasance described herein, together with all prior and
                  simultaneous defeasances of Mortgage Loans, brings the total
                  of all fully and partially defeased Mortgage Loans to
                  $__________________, which is _____% of the Aggregate
                  Certificate Balance of the Certificates as of the date of the
                  Current Report.

      3.    Certify that, in addition to the foregoing, Servicer has imposed
            such additional conditions to the defeasance, if any, subject to the
            limitations imposed by the Mortgage Loan Documents, as are
            consistent with the Servicing Standard.

      4.    Certify that EXHIBIT B hereto is a list of the material agreements,
            instruments, organizational documents for the Defeasance Obligor,
            and opinions of counsel and independent accountants executed and
            delivered in connection with the defeasance described above and that
            originals or copies of such agreements, instruments and opinions
            have been transmitted to the Trustee for placement in the related
            Mortgage File or, to the extent not required to be part of the
            related Mortgage File, are in the possession of the Servicer as part
            of the Servicer's Mortgage File.

      5.    Certify and confirm that the determinations and certifications
            described above were rendered in accordance with the Servicing
            Standard set forth in, and the other applicable terms and conditions
            of, the Pooling and Servicing Agreement.

      6.    Certify that the individual under whose hand the Servicer has caused
            this Notice and Certification to be executed did constitute a
            Servicing Officer as of the date of the defeasance described above.

      7.    Agree to provide copies of all items listed in EXHIBIT B to you upon
            request.

      IN WITNESS WHEREOF, the Servicer has caused this Notice and Certification
to be executed as of the date captioned above.

                                            SERVICER:
                                                     ---------------------------



                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


<PAGE>


                                                                       EXHIBIT L

                              KRECM SERVICED LOANS

--------------------------------------------------------------------------------
                                   Mortgage     Cut-off     Servicer
                                                              and
                                                            Trustee
--------------------------------------------------------------------------------

#          Property Name           Loan Seller  Balance        Fees    Primary
                                                                       Servicer
--------------------------------------------------------------------------------
   1       Metroplex West          Column   $65,294,018      0.0523%   Key
--------------------------------------------------------------------------------
   8       Park Center
           Office Building         Column   $32,896,136      0.0523%   Key
--------------------------------------------------------------------------------
  10       Clopper Road Portfolio  Column   $28,201,325      0.0523%   Key
--------------------------------------------------------------------------------
  12       The Summit - Phase II   Column   $21,421,366      0.0523%   Key
--------------------------------------------------------------------------------
  19       Chaparral Apartments    Column   $17,441,956      0.0523%   Key
--------------------------------------------------------------------------------
  20       Seville Place
           Apartments              Column   $12,949,167      0.0523%   Key
--------------------------------------------------------------------------------
  24       Park Hamilton
           Apartments              Column   $10,956,988      0.0523%   Key
--------------------------------------------------------------------------------
  46       Pine Creek Apartments   Column    $5,581,571      0.0523%   Key
--------------------------------------------------------------------------------
  51       Oak Valley Apartments   Column    $4,830,873      0.0523%   Key
--------------------------------------------------------------------------------
  61       Water Street Plaza      Column    $4,138,449      0.0523%   Key
--------------------------------------------------------------------------------
  66       St. Augustine
           Apartments              Column    $3,736,862      0.0523%   Key
--------------------------------------------------------------------------------
  68       Baric Commons
           Apartments              Column    $3,483,184      0.0523%   Key
--------------------------------------------------------------------------------
  69       Chapman Restaurants     Column    $3,392,008      0.0523%   Key
--------------------------------------------------------------------------------
  74       Landmark Apartments     Column    $3,032,435      0.0523%   Key
--------------------------------------------------------------------------------
  82       Kendall Apartments      Column    $2,788,430      0.0523%   Key
--------------------------------------------------------------------------------
  87       Newhall Avenue
           Apartments              Column    $2,546,458      0.0523%   Key
--------------------------------------------------------------------------------
104        Heights Plaza
           Apartments              Column    $1,918,946      0.0523%   Key
--------------------------------------------------------------------------------
105        Crystal Lake Townhomes  Column    $1,895,326      0.0523%   Key
--------------------------------------------------------------------------------
107        Northern Passage
           Building                Column    $1,893,275      0.0523%   Key
--------------------------------------------------------------------------------
109        Century Plaza
           Office Building         Column    $1,719,629      0.0523%   Key
--------------------------------------------------------------------------------
110        Regency Oaks Apartments Column    $1,696,160      0.0523%   Key
--------------------------------------------------------------------------------
111        Park High Apartments    Column    $1,622,597      0.0523%   Key
--------------------------------------------------------------------------------
112        Indian Park Plaza       Column    $1,614,353      0.0523%   Key
--------------------------------------------------------------------------------
113        Hoffner/Airport
           Office Center           Column    $1,591,115      0.0523%   Key
--------------------------------------------------------------------------------
115  (B)   Hawthorne Apartments    Column      $814,246      0.0523%   Key
--------------------------------------------------------------------------------
116  (B)   Pinecrest Apartments    Column      $635,509      0.0523%   Key
--------------------------------------------------------------------------------
121        4402 Swiss Avenue       Column    $1,195,845      0.0523%   Key
--------------------------------------------------------------------------------
123        Todd Investments        Column    $1,192,874      0.0523%   Key
--------------------------------------------------------------------------------
125        Leisure Days RV Resort  Column    $1,135,504      0.0523%   Key
--------------------------------------------------------------------------------
127        Shadow Ridge
           Mobile Home Park        Column    $1,119,648      0.0523%   Key
--------------------------------------------------------------------------------
129        18000 Encino Plaza      Column    $1,036,952      0.0523%   Key
--------------------------------------------------------------------------------
131        Willow Brook Apartments Column    $1,019,356      0.0523%   Key
--------------------------------------------------------------------------------
134        Villa Park Mobile
           Home Park               Column      $996,374      0.0523%   Key
--------------------------------------------------------------------------------
135        Louetta Plaza           Column      $992,932      0.0523%   Key
--------------------------------------------------------------------------------
141        Ardmore Self-Service
           Storage                 Column      $868,366      0.0523%   Key
--------------------------------------------------------------------------------
142        Ridgefield Bank         Column      $844,175      0.0523%   Key
--------------------------------------------------------------------------------
144        Fredricksburg
           Apartments              Column      $796,405      0.0523%   Key
--------------------------------------------------------------------------------
146        Bell Plaza              Column      $746,179      0.0523%   Key
--------------------------------------------------------------------------------
147        Cheyenne Apartments     Column      $712,013      0.0523%   Key
--------------------------------------------------------------------------------
150        734 Lancaster Avenue    Column      $667,476      0.0523%   Key
--------------------------------------------------------------------------------
152        Bishop Court Apartments Column      $556,864      0.0523%   Key
--------------------------------------------------------------------------------
154        Valley View
           Shopping Center         Column      $546,275      0.0523%   Key
--------------------------------------------------------------------------------
155        Amber Woods Apartments  Column      $498,131      0.0523%   Key
--------------------------------------------------------------------------------
3          The Shops at
           Deerfield Square        Key      $50,000,000      0.0523%   Key
--------------------------------------------------------------------------------
5    (A)   Tuttle Crossing         Key      $18,159,078      0.0523%   Key
--------------------------------------------------------------------------------
6    (A)   Western Hills
           Marketplace             Key      $12,344,987      0.0523%   Key
--------------------------------------------------------------------------------
7    (A)   Montgomery Crossing     Key       $4,300,834      0.0523%   Key
--------------------------------------------------------------------------------
15         Raytheon Building       Key      $19,345,706      0.0523%   Key
--------------------------------------------------------------------------------
25         Ridge Park Square       Key      $10,780,786      0.0523%   Key
--------------------------------------------------------------------------------
29         Lattimore Medical
           Building                Key       $8,480,179      0.0523%   Key
--------------------------------------------------------------------------------
30         The Medical Pavilion    Key       $8,300,000      0.0523%   Key
--------------------------------------------------------------------------------
31         Findlay Tall Timbers    Key       $8,295,226      0.0523%   Key
--------------------------------------------------------------------------------
32         Walnut Grove Plaza
           Shopping Center         Key       $8,185,735      0.0523%   Key
--------------------------------------------------------------------------------
33         Bruton Oaks Apartments  Key       $7,985,926      0.0523%   Key
--------------------------------------------------------------------------------
42         Dimond Shopping Center  Key       $6,419,140      0.0523%   Key
--------------------------------------------------------------------------------
45         Natomas Self Storage    Key       $6,009,414      0.0523%   Key
--------------------------------------------------------------------------------
49         Pine Tree Park
           Apartments              Key       $4,991,939      0.1023%   Key
--------------------------------------------------------------------------------
50         Kimball Square
           Apartments              Key       $4,867,304      0.0523%   Key
--------------------------------------------------------------------------------
52         Franklin Marketplace
           Shopping Center         Key       $4,691,665      0.0523%   Key
--------------------------------------------------------------------------------
58         Best Buy Store
           #422-Richmond           Key       $4,400,000      0.0523%   Key
--------------------------------------------------------------------------------
73         Walgreens Drug
           Store-Scherville        Key       $3,044,396      0.0523%   Key
--------------------------------------------------------------------------------
75         Walgreens Drug Store
           -Wichita                Key       $3,019,671      0.0523%   Key
--------------------------------------------------------------------------------
77         Walgreens Drug Store
           -Greenwood              Key       $2,983,089      0.0523%   Key
--------------------------------------------------------------------------------
78         Walgreens Plaza
           -Peabody                Key       $2,939,449      0.0523%   Key
--------------------------------------------------------------------------------
79         Walgreens Drug Store
           -Bartlett               Key       $2,937,978      0.0523%   Key
--------------------------------------------------------------------------------
83         Terrace Park & Cancer
           Care Medical Office     Key       $2,730,200      0.0523%   Key
--------------------------------------------------------------------------------
84         Superior Self Storage   Key       $2,718,467      0.0523%   Key
--------------------------------------------------------------------------------
88         Walgreens Drug Store
           -Indianapolis           Key       $2,528,897      0.0523%   Key
--------------------------------------------------------------------------------
90         South Wales Mini
           Storage                 Key       $2,496,044      0.1023%   Key
--------------------------------------------------------------------------------
91         Springwood Apartments   Key       $2,426,932      0.0523%   Key
--------------------------------------------------------------------------------
92         Best Buy-Joplin         Key       $2,348,916      0.0523%   Key
--------------------------------------------------------------------------------
94         Walgreens Drug Store
           -Lenoir City            Key       $2,256,494      0.0523%   Key
--------------------------------------------------------------------------------
95         Central Park
           Apartments              Key       $2,192,379      0.0523%   Key
--------------------------------------------------------------------------------
96         The Bungalows           Key       $2,159,632      0.0523%   Key
--------------------------------------------------------------------------------
102        Bartlett Apartments     Key       $1,993,392      0.0523%   Key
--------------------------------------------------------------------------------