<PAGE>

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

                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.,
                                  as Depositor,


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               as Master Servicer,


                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                              as Special Servicer,


                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee,


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


                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent


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

                         POOLING AND SERVICING AGREEMENT

                          Dated as of February 1, 2001

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

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2001-TOP1


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


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                <C>                                                                                         <C>
                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.1         DEFINITIONS...................................................................................4
SECTION 1.2         CALCULATIONS RESPECTING MORTGAGE LOANS.......................................................54
SECTION 1.3         CALCULATIONS RESPECTING ACCRUED INTEREST.....................................................55
SECTION 1.4         INTERPRETATION...............................................................................55
SECTION 1.5         ARD LOAN.....................................................................................55

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

SECTION 2.1         CONVEYANCE OF MORTGAGE LOANS.................................................................56
SECTION 2.2         ACCEPTANCE BY TRUSTEE........................................................................59
SECTION 2.3         SELLERS'REPURCHASE OF MORTGAGE LOANS FOR MATERIAL DOCUMENT DEFECTS AND MATERIAL
                    BREACHES OF REPRESENTATIONS AND WARRANTIES...................................................62
SECTION 2.4         REPRESENTATIONS AND WARRANTIES...............................................................66
SECTION 2.5         CONVEYANCE OF INTERESTS......................................................................67

                                   ARTICLE III

                                THE CERTIFICATES

SECTION 3.1         THE CERTIFICATES.............................................................................67
SECTION 3.2         REGISTRATION.................................................................................68
SECTION 3.3         TRANSFER AND EXCHANGE OF CERTIFICATES........................................................69
SECTION 3.4         MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES............................................74
SECTION 3.5         PERSONS DEEMED OWNERS........................................................................75
SECTION 3.6         ACCESS TO LIST OF CERTIFICATEHOLDERS'NAMES AND ADDRESSES.....................................75
SECTION 3.7         BOOK-ENTRY CERTIFICATES......................................................................76
SECTION 3.8         NOTICES TO CLEARING AGENCY...................................................................79
SECTION 3.9         DEFINITIVE CERTIFICATES......................................................................79

                                   ARTICLE IV

                                    ADVANCES

SECTION 4.1         P&I ADVANCES BY MASTER SERVICER..............................................................80
SECTION 4.2         SERVICING ADVANCES...........................................................................80
SECTION 4.3         ADVANCES BY THE TRUSTEE AND THE FISCAL AGENT.................................................81
SECTION 4.4         EVIDENCE OF NONRECOVERABILITY................................................................82
</TABLE>



                                      -i-

<PAGE>

<TABLE>
<CAPTION>
<S>                <C>                                                                                         <C>
SECTION 4.5         INTEREST ON ADVANCES; CALCULATION OF OUTSTANDING ADVANCES WITH RESPECT TO A MORTGAGE LOAN....83
SECTION 4.6         REIMBURSEMENT OF ADVANCES AND ADVANCE INTEREST...............................................83
SECTION 4.7         FISCAL AGENT TERMINATION EVENT...............................................................85
SECTION 4.8         PROCEDURE UPON TERMINATION EVENT.............................................................86
SECTION 4.9         MERGER OR CONSOLIDATION OF FISCAL AGENT......................................................86
SECTION 4.10        LIMITATION ON LIABILITY OF THE FISCAL AGENT AND OTHERS.......................................86
SECTION 4.11        INDEMNIFICATION OF FISCAL AGENT..............................................................87

                                    ARTICLE V

                           ADMINISTRATION OF THE TRUST

SECTION 5.1         COLLECTIONS..................................................................................88
SECTION 5.2         APPLICATION OF FUNDS IN THE CERTIFICATE ACCOUNT AND INTEREST RESERVE ACCOUNT.................91
SECTION 5.3         DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT.....................................................94
SECTION 5.4         PAYING AGENT REPORTS.........................................................................96
SECTION 5.5         PAYING AGENT TAX REPORTS.....................................................................98

                                   ARTICLE VI

                                  DISTRIBUTIONS

SECTION 6.1         DISTRIBUTIONS GENERALLY......................................................................98
SECTION 6.2         REMIC I......................................................................................99
SECTION 6.3         REMIC II.....................................................................................99
SECTION 6.4         [RESERVED]..................................................................................106
SECTION 6.5         REMIC III...................................................................................106
SECTION 6.6         ALLOCATION OF REALIZED LOSSES, EXPENSE LOSSES AND SHORTFALLS DUE TO
                    NONRECOVERABILITY...........................................................................112
SECTION 6.7         NET AGGREGATE PREPAYMENT INTEREST SHORTFALLS................................................114
SECTION 6.8         ADJUSTMENT OF SERVICING FEES................................................................115
SECTION 6.9         APPRAISAL REDUCTIONS........................................................................115
SECTION 6.10        COMPLIANCE WITH WITHHOLDING REQUIREMENTS....................................................115
SECTION 6.11        PREPAYMENT PREMIUMS.........................................................................116

                                   ARTICLE VII

                           CONCERNING THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT

SECTION 7.1         DUTIES OF THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT................................116
SECTION 7.2         CERTAIN MATTERS AFFECTING THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT................118
SECTION 7.3         THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT NOT LIABLE FOR CERTIFICATES OR
                    INTERESTS OR MORTGAGE LOANS.................................................................120
</TABLE>



                                      -ii-


<PAGE>

<TABLE>
<CAPTION>
<S>                <C>                                                                                         <C>
SECTION 7.4         THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT MAY OWN CERTIFICATES.....................122
SECTION 7.5         ELIGIBILITY REQUIREMENTS FOR THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT.............122
SECTION 7.6         RESIGNATION AND REMOVAL OF THE TRUSTEE, THE FISCAL AGENT OR THE PAYING AGENT................122
SECTION 7.7         SUCCESSOR TRUSTEE, FISCAL AGENT OR PAYING AGENT.............................................124
SECTION 7.8         MERGER OR CONSOLIDATION OF TRUSTEE, FISCAL AGENT OR PAYING AGENT............................125
SECTION 7.9         APPOINTMENT OF CO-TRUSTEE, SEPARATE TRUSTEE, AGENTS OR CUSTODIAN............................125
SECTION 7.10        AUTHENTICATING AGENTS.......................................................................128
SECTION 7.11        INDEMNIFICATION OF TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT...........................128
SECTION 7.12        FEES AND EXPENSES OF TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT.........................130
SECTION 7.13        COLLECTION OF MONEYS........................................................................131
SECTION 7.14        TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR....................................................131
SECTION 7.15        NOTIFICATION TO HOLDERS.....................................................................133
SECTION 7.16        REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT........134
SECTION 7.17        FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY MAINTAINED BY THE TRUSTEE,
                    THE FISCAL AGENT AND THE PAYING AGENT.......................................................136

                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

SECTION 8.1         SERVICING STANDARD; SERVICING DUTIES........................................................137
SECTION 8.2         FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY MAINTAINED BY THE MASTER
                    SERVICER....................................................................................138
SECTION 8.3         MASTER SERVICER'S GENERAL POWER AND DUTIES..................................................138
SECTION 8.4         PRIMARY SERVICING AND SUB-SERVICING.........................................................144
SECTION 8.5         SERVICERS MAY OWN CERTIFICATES..............................................................146
SECTION 8.6         MAINTENANCE OF HAZARD INSURANCE, OTHER INSURANCE, TAXES AND OTHER...........................146
SECTION 8.7         ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS; DUE-ON-ENCUMBRANCE CLAUSE........148
SECTION 8.8         TRUSTEE TO COOPERATE; RELEASE OF TRUSTEE MORTGAGE FILES.....................................152
SECTION 8.9         DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER SERVICER TO BE HELD FOR THE
                    TRUSTEE FOR THE BENEFIT OF THE CERTIFICATEHOLDERS...........................................153
SECTION 8.10        SERVICING COMPENSATION......................................................................153
SECTION 8.11        MASTER SERVICER REPORTS; ACCOUNT STATEMENTS.................................................154
SECTION 8.12        ANNUAL STATEMENT AS TO COMPLIANCE...........................................................156
SECTION 8.13        ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS'SERVICING REPORT......................................157
SECTION 8.14        OPERATING STATEMENT ANALYSIS REPORTS REGARDING THE MORTGAGED PROPERTIES.....................157
SECTION 8.15        OTHER AVAILABLE INFORMATION AND CERTAIN RIGHTS OF THE MASTER SERVICER.......................158
SECTION 8.16        RULE 144A INFORMATION.......................................................................160
</TABLE>



                                     -iii-

<PAGE>

<TABLE>
<CAPTION>
<S>                <C>                                                                                         <C>
SECTION 8.17        INSPECTIONS.................................................................................161
SECTION 8.18        MODIFICATIONS, WAIVERS, AMENDMENTS, EXTENSIONS AND CONSENTS.................................161
SECTION 8.19        SPECIALLY SERVICED MORTGAGE LOANS...........................................................164
SECTION 8.20        REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER SERVICER............................165
SECTION 8.21        MERGER OR CONSOLIDATION.....................................................................166
SECTION 8.22        RESIGNATION OF MASTER SERVICER..............................................................166
SECTION 8.23        ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.......................................167
SECTION 8.24        LIMITATION ON LIABILITY OF THE MASTER SERVICER AND OTHERS...................................167
SECTION 8.25        INDEMNIFICATION; THIRD-PARTY CLAIMS.........................................................170
SECTION 8.26        EXCHANGE ACT REPORTING......................................................................172
SECTION 8.27        COMPLIANCE WITH REMIC PROVISIONS............................................................172
SECTION 8.28        TERMINATION.................................................................................173
SECTION 8.29        PROCEDURE UPON TERMINATION..................................................................175

                                   ARTICLE IX

ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS BY SPECIAL SERVICER

SECTION 9.1         DUTIES OF SPECIAL SERVICER..................................................................178
SECTION 9.2         FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY OF SPECIAL SERVICER.................179
SECTION 9.3         SUB-SERVICERS...............................................................................179
SECTION 9.4         SPECIAL SERVICER GENERAL POWERS AND DUTIES..................................................179
SECTION 9.5         "DUE-ON-SALE"CLAUSES; ASSIGNMENT AND ASSUMPTION AGREEMENTS; MODIFICATIONS OF
                    SPECIALLY SERVICED MORTGAGE LOANS; DUE-ON-ENCUMBRANCE CLAUSES...............................181
SECTION 9.6         RELEASE OF MORTGAGE FILES...................................................................185
SECTION 9.7         DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF SPECIAL SERVICER TO BE HELD FOR THE
                    TRUSTEE.....................................................................................186
SECTION 9.8         REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SPECIAL SERVICER...........................187
SECTION 9.9         STANDARD HAZARD, FLOOD AND COMPREHENSIVE GENERAL LIABILITY INSURANCE POLICIES...............188
SECTION 9.10        PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS............................................190
SECTION 9.11        COMPENSATION TO THE SPECIAL SERVICER........................................................190
SECTION 9.12        REALIZATION UPON DEFAULTED MORTGAGE LOANS...................................................191
SECTION 9.13        FORECLOSURE.................................................................................193
SECTION 9.14        OPERATION OF REO PROPERTY...................................................................194
SECTION 9.15        SALE OF REO PROPERTY........................................................................197
SECTION 9.16        REALIZATION ON COLLATERAL SECURITY..........................................................198
SECTION 9.17        SALE OF DEFAULTED MORTGAGE LOANS............................................................198
SECTION 9.18        ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE...............................................198
SECTION 9.19        ANNUAL INDEPENDENT ACCOUNTANTS'SERVICING REPORT.............................................199
SECTION 9.20        MERGER OR CONSOLIDATION.....................................................................199
SECTION 9.21        RESIGNATION OF SPECIAL SERVICER.............................................................199
SECTION 9.22        ASSIGNMENT OR DELEGATION OF DUTIES BY SPECIAL SERVICER......................................200
SECTION 9.23        LIMITATION ON LIABILITY OF THE SPECIAL SERVICER AND OTHERS..................................201
</TABLE>



                                      -iv-

<PAGE>

<TABLE>
<CAPTION>
<S>                <C>                                                                                         <C>
SECTION 9.24        INDEMNIFICATION; THIRD-PARTY CLAIMS.........................................................203
SECTION 9.25        [RESERVED]..................................................................................204
SECTION 9.26        SPECIAL SERVICER MAY OWN CERTIFICATES.......................................................204
SECTION 9.27        TAX REPORTING...............................................................................205
SECTION 9.28        APPLICATION OF FUNDS RECEIVED...............................................................205
SECTION 9.29        COMPLIANCE WITH REMIC PROVISIONS............................................................205
SECTION 9.30        TERMINATION.................................................................................206
SECTION 9.31        PROCEDURE UPON TERMINATION..................................................................207
SECTION 9.32        CERTAIN SPECIAL SERVICER REPORTS............................................................209
SECTION 9.33        SPECIAL SERVICER TO COOPERATE WITH THE MASTER SERVICER AND PAYING AGENT.....................211
SECTION 9.34        CERTAIN REMIC LIMITATIONS ON MODIFICATION OF SPECIALLY SERVICED MORTGAGE LOANS..............212
SECTION 9.35        [RESERVED]..................................................................................212
SECTION 9.36        SALE OF DEFAULTED MORTGAGE LOANS AND REO PROPERTIES.........................................212
SECTION 9.37        OPERATING ADVISER; ELECTIONS................................................................214
SECTION 9.38        LIMITATION ON LIABILITY OF OPERATING ADVISER................................................215
SECTION 9.39        DUTIES OF OPERATING ADVISER.................................................................216

                                    ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

SECTION 10.1        TERMINATION OF TRUST UPON REPURCHASE OR LIQUIDATION OF ALL MORTGAGE LOANS...................217
SECTION 10.2        PROCEDURE UPON TERMINATION OF TRUST.........................................................218
SECTION 10.3        ADDITIONAL TRUST TERMINATION REQUIREMENTS...................................................219

                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

SECTION 11.1        LIMITATION ON RIGHTS OF HOLDERS.............................................................220
SECTION 11.2        ACCESS TO LIST OF HOLDERS...................................................................221
SECTION 11.3        ACTS OF HOLDERS OF CERTIFICATES.............................................................222

                                   ARTICLE XII

                              REMIC ADMINISTRATION

SECTION 12.1        REMIC ADMINISTRATION........................................................................223
SECTION 12.2        PROHIBITED TRANSACTIONS AND ACTIVITIES......................................................228
SECTION 12.3        MODIFICATIONS OF MORTGAGE LOANS.............................................................228
SECTION 12.4        LIABILITY WITH RESPECT TO CERTAIN TAXES AND LOSS OF REMIC STATUS............................229
SECTION 12.5        GRANTOR TRUST REPORTING.....................................................................229
</TABLE>



                                      -v-

<PAGE>

<TABLE>
<CAPTION>
                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

<S>                <C>                                                                                         <C>
SECTION 13.1        BINDING NATURE OF AGREEMENT.................................................................229
SECTION 13.2        ENTIRE AGREEMENT............................................................................229
SECTION 13.3        AMENDMENT...................................................................................230
SECTION 13.4        GOVERNING LAW...............................................................................231
SECTION 13.5        NOTICES.....................................................................................232
SECTION 13.6        SEVERABILITY OF PROVISIONS..................................................................232
SECTION 13.7        INDULGENCES; NO WAIVERS.....................................................................232
SECTION 13.8        HEADINGS NOT TO AFFECT INTERPRETATION.......................................................233
SECTION 13.9        BENEFITS OF AGREEMENT.......................................................................233
SECTION 13.10       SPECIAL NOTICES TO THE RATING AGENCIES......................................................233
SECTION 13.11       COUNTERPARTS................................................................................235
SECTION 13.12       INTENTION OF PARTIES........................................................................235
SECTION 13.13       RECORDATION OF AGREEMENT....................................................................236
SECTION 13.14       RATING AGENCY MONITORING FEES...............................................................237
SECTION 13.15       ACKNOWLEDGEMENT BY PRIMARY SERVICERS........................................................237
</TABLE>



                                      -vi-

<PAGE>

                             EXHIBITS AND SCHEDULES


EXHIBIT A-1     Form of Class A-1 Certificate
EXHIBIT A-2     Form of Class A-2 Certificate
EXHIBIT A-3     Form of Class A-3 Certificate
EXHIBIT A-4     Form of Class A-4 Certificate
EXHIBIT A-5     Form of Class B Certificate
EXHIBIT A-6     Form of Class C Certificate
EXHIBIT A-7     Form of Class D Certificate
EXHIBIT A-8     Form of Class E Certificate
EXHIBIT A-9     Form of Class F Certificate
EXHIBIT A-10    Form of Class G Certificate
EXHIBIT A-11    Form of Class H Certificate
EXHIBIT A-12    Form of Class J Certificate
EXHIBIT A-13    Form of Class K Certificate
EXHIBIT A-14    Form of Class L Certificate
EXHIBIT A-15    Form of Class M Certificate
EXHIBIT A-16    Form of Class N Certificate
EXHIBIT A-17    Form of Class R-I Certificate
EXHIBIT A-18    Form of Class R-II Certificate
EXHIBIT A-19    Form of Class R-III Certificate
EXHIBIT A-20    Form of Class X-1 Certificate
EXHIBIT A-21    Form of Class X-2 Certificate
EXHIBIT B-1     Form of Initial Certification of Trustee
EXHIBIT B-2     Form of Final Certification of Trustee
EXHIBIT C       Form of Request for Release
EXHIBIT D-1     Form of Transferor Certificate for Transfers to Definitive
                   Privately Offered Certificates
EXHIBIT D-2A    Form I of Transferee Certificate for Transfers of Definitive
                   Privately Offered Certificates
EXHIBIT D-2B    Form II of Transferee Certificate for Transfers of Definitive
                   Privately Offered Certificates
EXHIBIT D-3A    Form I of Transferee Certificate for Transfers of Interests in
                   Book-Entry Privately Offered Certificates
EXHIBIT D-3B    Form II of Transferee Certificate for Transfers of Interests in
                   Book-Entry Privately Offered Certificates
EXHIBIT E-1     Form of Transfer Affidavit and Agreement
EXHIBIT E-2     Form of Transfer Affidavit and Agreement
EXHIBIT F       Form of Regulation S Certificate
EXHIBIT G       Form of Primary Servicing Agreement
EXHIBIT H       Form of Exchange Certification
EXHIBIT I       Form of EUROCLEAR or Clearstream Certificate
EXHIBIT J       List of Loans as to Which Excess Servicing Fees Are Paid
EXHIBIT K-1     Form of Mortgage Loan Purchase Agreement I (John Hancock)
EXHIBIT K-2     Form of Mortgage Loan Purchase Agreement II (Wells Fargo)
EXHIBIT K-3     Form of Mortgage Loan Purchase Agreement III (Principal)



                                      -vii-

<PAGE>

EXHIBIT K-4     Form of Mortgage Loan Purchase Agreement IV (BSF)
EXHIBIT K-5     Form of Mortgage Loan Purchase Agreement V (MSDWMC)
EXHIBIT L       Form of Inspection Report
EXHIBIT M       Form of Monthly Certificateholders Reports
EXHIBIT N       Form of Operating Statement Analysis Report
EXHIBIT O       Form of Special Servicer Monthly Reports
EXHIBIT P       [reserved]
EXHIBIT Q       [reserved]
EXHIBIT R       [reserved]
EXHIBIT S-1     Form of Power of Attorney to Master Servicer
EXHIBIT S-2     Form of Power of Attorney to Special Servicer
EXHIBIT T       Form of Debt Service Coverage Ratio Procedures
EXHIBIT U       Form of Assignment and Assumption Submission to Special Servicer
EXHIBIT V       Form of Additional Lien, Monetary Encumbrance and Mezzanine
                   Financing Submission Package to the Special Servicer
EXHIBIT W       Restricted Servicer Reports
EXHIBIT X       Unrestricted Servicer Reports
EXHIBIT Y       Investor Certificate
EXHIBIT Z       Form of Notice and Certification
EXHIBIT AA      Form of Wells Fargo primary servicing agreement

SCHEDULE I      JHREF Loan Schedule
SCHEDULE II     Wells Fargo Loan Schedule
SCHEDULE III    Principal Loan Schedule
SCHEDULE IV     BSF Loan Schedule
SCHEDULE V      MSDWMC Loan Schedule
SCHEDULE VI     List of Escrow Accounts Not Currently Eligible Accounts
SCHEDULE VII    Certain Escrow Accounts for Which a Report Under Section 5.1(g)
                   is Required
SCHEDULE VIII   List of Mortgagors that are Third-Party Beneficiaries Under
                   Section 2.3(a)



                                     -viii-

<PAGE>


                  THIS POOLING AND SERVICING AGREEMENT is dated as of February
1, 2001 (this "Agreement") among MORGAN STANLEY DEAN WITTER CAPITAL I INC., a
Delaware corporation, as depositor (the "Depositor"), WELLS FARGO BANK, NATIONAL
ASSOCIATION, as master servicer (the "Master Servicer"), GMAC COMMERCIAL
MORTGAGE CORPORATION, as special servicer (the "Special Servicer"), LASALLE BANK
NATIONAL ASSOCIATION, as trustee of the Trust (the "Trustee"), ABN AMRO BANK
N.V., only in its capacity as a fiscal agent pursuant to Article IV hereof (the
"Fiscal Agent") and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, only in
its capacity as paying agent (the "Paying Agent") and certificate registrar.

                              PRELIMINARY STATEMENT

                  On the Closing Date, the Depositor will acquire the Mortgage
Loans from Principal Commercial Funding, LLC, as seller ("Principal"), John
Hancock Real Estate Finance, Inc., as seller ("JHREF"), Wells Fargo Bank,
National Association, as seller ("Wells Fargo"), Bear, Stearns Funding, Inc., as
seller ("BSF") and Morgan Stanley Dean Witter Mortgage Capital Inc., as seller
("MSDWMC"), and will be the owner of the Mortgage Loans and the other property
being conveyed by it to the Trustee for inclusion in the Trust which is hereby
created. On the Closing Date, the Depositor will acquire (i) the REMIC I Regular
Interests and the Class R-I Certificate as consideration for its transfer to the
Trust of the Mortgage Loans and the other property constituting the Trust; (ii)
the REMIC II Regular Interests and the Class R-II Certificates as consideration
for its transfer of the REMIC I Regular Interests to the Trust; and (iii) the
REMIC III Certificates as consideration for its transfer of the REMIC II Regular
Interests to the Trust. The Depositor has duly authorized the execution and
delivery of this Agreement to provide for the foregoing and the issuance of (A)
the REMIC I Regular Interests and the Class R-I Certificates representing in the
aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular
Interests and the Class R-II Certificates representing in the aggregate the
entire beneficial ownership of REMIC II and (C) the REMIC III Certificates
representing in the aggregate the entire beneficial ownership of REMIC III. All
covenants and agreements made by the Depositor and the Trustee herein with
respect to the Mortgage Loans and the other property constituting the Trust are
for the benefit of the Holders of the REMIC I Regular Interests, the REMIC II
Regular Interests, Residual Certificates and the REMIC Regular Certificates. The
parties hereto are entering into this Agreement, and the Trustee is accepting
the trusts created hereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.

                  The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class
C and Class D Certificates will be offered for sale pursuant to the prospectus
(the "Prospectus") dated January 11, 2001, as supplemented by the preliminary
prospectus supplement dated February 7, 2001 (together with the Prospectus, the
"Preliminary Prospectus Supplement"), and as further supplemented by the final
prospectus supplement dated February 15, 2001 (together with the Prospectus, the
"Final Prospectus Supplement"), and the Class X-1, Class X-2, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class R-I, Class
R-II and Class R-III Certificates will be offered for sale pursuant to a Private
Placement Memorandum dated February 15, 2001.



<PAGE>

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

                                     REMIC I

                  Each REMIC I Regular Interest (a "Corresponding REMIC I
Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding
REMIC I Regular Interest will have a pass-through rate equal to the REMIC I Net
Mortgage Rate of the related Mortgage Loan, an initial principal amount (the
initial "Certificate Balance") equal to the Scheduled Principal Balance as of
the Cut-Off Date (as herein defined) of the Mortgage Loan to which the
Corresponding REMIC I Regular Interest relates, and a latest possible maturity
date set to the Maturity Date (as defined herein) of the Mortgage Loan to which
the Corresponding REMIC I Regular Interest relates. The Class R-I Certificate
will be designated as the sole class of residual interests in REMIC I and will
have no Certificate Balance and no Pass-Through Rate, but will be entitled to
receive the proceeds of any assets remaining in REMIC I after all classes of
REMIC I Regular Interests have been paid in full.

                                    REMIC II

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



                                      -2-
<PAGE>

                                    REMIC III

                                           Initial Aggregate
       REMIC III                           Certificate
        Regular        Initial Pass-       Principal or
        Interest          Through             Notional         Final Scheduled
      Designation        Rate(a)              Amount        Distribution Date(b)
      -----------      -------------     ---------------    --------------------
      Class A-1          6.02%             $65,000,000           9/15/09
      Class A-2          6.32%            $203,500,000           1/15/11
      Class A-3          6.46%            $138,500,000           9/15/09
      Class A-4          6.66%            $575,962,000           1/15/11
      Class X-1          0.46%           $1,156,404,505          2/15/15
      Class X-2          0.66%            $625,494,000           2/15/08
      Class B            6.81%             $34,693,000           1/15/11
      Class C            7.00%             $31,801,000           2/15/11
      Class D            7.19%             $11,565,000           2/15/11
      Class E            6.95%             $27,465,000           2/15/11
      Class F            7.37%             $10,118,000           5/15/11
      Class G            6.32%             $18,770,335           8/15/12
      Class H            6.32%             $8,673,000            11/15/13
      Class J            6.32%             $5,783,000            11/15/13
      Class K            6.32%             $5,782,000            4/15/15
      Class L            6.32%             $6,649,000            4/15/15
      Class M            6.32%             $3,099,000            9/15/16
      Class N(c)         6.32%             $9,044,170            12/15/20
      Class R-III(d)         N/A               N/A                 N/A

(a)  On each Distribution Date after the initial Distribution Date, the
     Pass-Through Rate for each Class of Certificates will be determined as
     described herein under the definition of "Pass-Through Rate."

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

(c)  The Class N Certificates represent ownership of one REMIC III Regular
     Interest (entitled to the principal and interest set forth above). In
     addition, the Class N Certificates will be entitled to Excess Interest
     (which will not be a part of any REMIC Pool). The parties intend that (i)
     the portion of the Trust representing the Excess Interest and the Excess
     Interest Sub-account shall be treated as a grantor trust under Subpart E of
     Part 1 of Subchapter J of Chapter 1 of Subtitle A of the Code and (ii) the
     Class N Certificates (other than the portion thereof consisting of the
     REMIC III Regular Interest) shall represent undivided beneficial interests
     in the portion of the Trust consisting of the entitlement to receive Excess
     Interest.

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

         As of the Cut-Off Date, the Mortgage Loans had an Aggregate Principal
Balance of $1,156,404,505.

         As provided herein, with respect to the Trust, the Paying Agent on
behalf of the Trustee will make an election for the segregated pool of assets
described in the first paragraph of Section 12.1(a) hereof (including the
Mortgage Loans) to be treated for federal income tax



                                      -3-
<PAGE>

purposes as a real estate mortgage investment conduit ("REMIC I"). The REMIC I
Regular Interests will be designated as the "regular interests" in REMIC I and
the Class R-I Certificates will be designated as the sole class of "residual
interests" in REMIC I.

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

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

                                   ARTICLE I

                                   DEFINITIONS

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

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

         "ACCRUED CERTIFICATE INTEREST" means (i) with respect to each
Distribution Date and any Class of Interests or Principal Balance Certificates,
other than the Class A-4 Certificates, the Class X Certificates, the Class R-I
Certificates, the Class R-II Certificates and the Class R-III Certificates,
interest accrued during the Interest Accrual Period relating to such
Distribution Date on the Aggregate Certificate Balance of such Class or Interest
as of the close of business on the immediately preceding Distribution Date at
the respective rates per annum set forth in the definition of the applicable
Pass-Through Rate for each such Class and (ii) with respect to the Class A-4
Certificates, the sum of (x) interest accrued during the Interest Accrual Period
related to such Distribution Date on the Certificate Balance of the Class A-4A
Component at the rate per annum set forth in the definition of the applicable
Pass-Through Rate for such Component and (y) interest accrued during the
Interest Accrual Period related to such Distribution Date on the Certificate
Balance of the Class A-4B Component at the rate per annum set forth in the
definition of the applicable Pass-Through Rate for such Component. Accrued
Certificate Interest on the Class X-1 Certificates for each Distribution Date
will equal the Class X-1 Interest Amount.



                                      -4-
<PAGE>

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

         "ACQUISITION DATE" means the date upon which, under the Code (and in
particular the REMIC Provisions and Section 856(e) of the Code), the Trust or a
REMIC Pool is deemed to have acquired a Mortgaged Property (or an interest
therein, in the case of the Mortgaged Property securing the 2000-WF2 Trust Fund
Mortgage Loan and Pari Passu Loan).

         "ADDITIONAL TRUST EXPENSE" means any of the following items: (i)
Special Servicing Fees and Liquidation Fees (to the extent not collected from
the related Mortgagor), (ii) Advance Interest that cannot be paid in accordance
with Section 4.6(c); (iii) amounts paid to indemnify the Master Servicer, the
Special Servicer, the Primary Servicers, the 2000-WF2 Servicer, the 2000-WF2
Special Servicer, the Trustee, the Paying Agent, the Fiscal Agent (or any other
Person) pursuant to the terms of this Agreement; (iv) to the extent not
otherwise paid, any federal, state, or local taxes imposed on the Trust or its
assets and paid from amounts on deposit in the Certificate Account or
Distribution Account, (v) the amount of any Advance that is not recovered from
the proceeds of a Mortgage Loan upon a Final Recovery Determination and (vi) to
the extent not included in the calculation of a Realized Loss and not covered by
indemnification by one of the parties hereto or otherwise, any other
unanticipated cost, liability, or expense (or portion thereof) of the Trust
(including costs of collecting such amounts or other Additional Trust Expenses)
which the Trust has not recovered, and in the judgment of the Master Servicer
(or Special Servicer, in the case of a Specially Serviced Mortgage Loan) will
not, recover from the related Mortgagor or Mortgaged Property or otherwise,
including a Modification Loss described in clause (ii) of the definition
thereof. Notwithstanding anything to the contrary, "Additional Trust Expenses"
shall not include allocable overhead of the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent, the Certificate Registrar or the Fiscal
Agent, such as costs for office space, office equipment, supplies and related
expenses, employee salaries and related expenses, and similar internal costs and
expenses.

         "ADJUSTED MORTGAGE RATE" means with respect to any Mortgage Loan that
accrues interest on the basis of a 360-day year consisting of 12 30-day months,
the Mortgage Rate thereof (without taking into account any increase therein
after the Anticipated Repayment Date in respect of an ARD Loan). For any
Mortgage Loan that accrues interest on a basis other than that of a 360-day year
consisting of 12 30-day months and any Distribution Date, the rate that, when
applied to the principal balance of the related Mortgage Loan (on the day prior
to the Due Date preceding such Distribution Date) on a 30/360 basis for the
related loan accrual period, yields the amount of interest actually due on such
Mortgage Loan on the Due Date preceding such Distribution Date; provided that
for purposes of this definition (i) the Adjusted Mortgage Rate for the loan
accrual period relating to the Due Dates in both January and February in any
year that is not a leap year and in February in any year that is a leap year,
shall be determined net of any amounts transferred to the Interest Reserve
Account and (ii) the Adjusted Mortgage Rate for the loan accrual period relating
to the Due Date in March shall be determined taking into account the addition of
any amounts withdrawn from the Interest Reserve Account.

         "ADMINISTRATIVE COST RATE" means the sum of the Master Servicing Fee
Rate, the Primary Servicing Fee Rate, the Excess Servicing Fee Rate and the
Trustee Fee Rate and, in the case of the Pari Passu Loan, the Pari Passu Loan
Servicing Fee Rate.



                                      -5-
<PAGE>

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

         "ADVANCE INTEREST" means interest payable to the Master Servicer, the
Trustee or the Fiscal Agent on outstanding Advances pursuant to Section 4.5 of
this Agreement and any interest payable to the 2000-WF2 Servicer with respect to
Pari Passu Loan Nonrecoverable P&I Advances and Pari Passu Nonrecoverable
Servicing Advances pursuant to Section 4.4(b) hereof.

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

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

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

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

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

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

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

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

         "APPRAISAL" means an appraisal by an Independent licensed MAI appraiser
having at least five years experience in appraising property of the same type
as, and in the same geographic area as, the Mortgaged Property being appraised,
which appraisal complies with the



                                      -6-
<PAGE>

Uniform Standards of Professional Appraisal Practices and states the "market
value" of the subject property as defined in 12 C.F.R. ss. 225.62.

         "APPRAISAL EVENT" means, with respect to any Mortgage Loan, not later
than the earliest of (i) the date 120 days after the occurrence of any
delinquency in payment with respect to such Mortgage Loan if such delinquency
remains uncured, (ii) the date 30 days after receipt of notice that the related
Mortgagor has filed a bankruptcy petition or the related Mortgagor has become
the subject of involuntary bankruptcy proceedings or the related Mortgagor has
consented to the filing of a bankruptcy proceeding against it or a receiver is
appointed in respect of the related Mortgaged Property, provided such petition
or appointment is still in effect, (iii) the date that is 30 days following the
date the related Mortgaged Property becomes an REO Property and (iv) the
effective date of any modification to a Money Term of a Mortgage Loan, other
than an extension of the date that a Balloon Payment is due for a period of less
than six months from the original due date of such Balloon Payment.

         "APPRAISAL REDUCTION" means, with respect to any Required Appraisal
Loan with respect to which an Appraisal or internal valuation is performed
pursuant to Section 6.9, an amount equal to the excess of (A) the sum, as of the
first Determination Date that is at least 15 days after the date on which the
Appraisal or internal valuation is obtained or performed, of (i) the Scheduled
Principal Balance of such Mortgage Loan (or, in the case of an REO Property, the
related REO Mortgage Loan) less the undrawn principal amount of any letter of
credit or debt service reserve, if applicable, that is then securing such
Mortgage Loan, (ii) to the extent not previously advanced by the Master
Servicer, the Trustee or the Fiscal Agent, all unpaid interest on such Mortgage
Loan at a per annum rate equal to the Mortgage Rate, (iii) all unreimbursed
Advances and interest on Advances at the Advance Rate with respect to such
Mortgage Loan, and (iv) to the extent funds on deposit in any applicable Escrow
Accounts are not sufficient therefor, and to the extent not previously advanced
by the Master Servicer, the Trustee or the Fiscal Agent, all currently due and
unpaid real estate taxes and assessments, insurance premiums and, if applicable,
ground rents and other amounts which were required to be deposited in any Escrow
Account (but were not deposited) in respect of such Mortgaged Property or REO
Property, as the case may be, over (B) 90% of the Appraised Value (net of any
prior mortgage liens) of such Mortgaged Property or REO Property as determined
by such Appraisal or internal valuation, as the case may be, plus the amount of
any escrows held by or on behalf of the Trustee as security for the Mortgage
Loan (less the estimated amount of the obligations anticipated to be payable in
the next twelve months to which such escrows relate). Each Appraisal or internal
valuation for a Required Appraisal Loan shall be updated annually. The Appraisal
Reduction for each Required Appraisal Loan will be recalculated based on
subsequent Appraisals, internal valuations or updates. Any Appraisal Reduction
for any Mortgage Loan shall be reduced to reflect any Realized Principal Losses
on the Required Appraisal Loan. Each Appraisal Reduction will be reduced to zero
as of the date the related Mortgage Loan is brought current under the then
current terms of the Mortgage Loan for at least three consecutive months, and no
Appraisal Reduction will exist as to any Mortgage Loan after it has been paid in
full, liquidated, repurchased or otherwise disposed of. The Appraisal Reduction
will also be reduced by the amount of any Realized Loss of principal on the
related Mortgage Loan incurred prior to the liquidation or disposition thereof.



                                      -7-
<PAGE>

         "APPRAISED VALUE" means, (i) with respect to any Mortgaged Property
(other than the Mortgaged Property relating to the Pari Passu Loan), the
appraised value thereof determined by an Appraisal of the Mortgaged Property
securing such Mortgage Loan made by an Independent appraiser selected by the
Master Servicer or the Special Servicer, as applicable or, in the case of an
internal valuation performed by the Special Servicer pursuant to Section 6.9,
the value of the Mortgaged Property determined by such internal valuation and
(ii) with respect to the Mortgaged Property relating to the Pari Passu Loan, the
portion of the appraised value allocable thereto determined pursuant to the
2000-WF2 Pooling and Servicing Agreement.

         "ARD LOANS" means the Mortgage Loans designated on the Mortgage Loan
Schedule as Mortgage Loan Nos. 1, 2, 22, 64 and 69/70 and secured by the
Mortgaged Properties identified on the Mortgage Loan Schedule as Santa Monica
Place, Federal Express, Troy Market Place, 12050 Baltimore Avenue and Durham
Medical Building-Roxboro (III)/Durham Medical Building - Hillandale (III).

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

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

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



                                      -8-
<PAGE>

clause of this definition, the Assumed Scheduled Payment) that was due in
respect of the related Mortgage Loan on the last Due Date prior to its becoming
an REO Mortgage Loan.

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

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

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

         "AVAILABLE DISTRIBUTION AMOUNT" means, with respect to any Distribution
Date, an amount equal to the aggregate of (a) all amounts on deposit in the
Distribution Account as of the commencement of business on such Distribution
Date that represent payments and other collections on or in respect of the
Mortgage Loans and any REO Properties that were received by the Master Servicer
or the Special Servicer through the end of the related Collection Period
exclusive of (i) any such amounts that were deposited in the Distribution
Account in error, (ii) amounts that are payable or reimbursable to any Person
other than the Certificateholders (including amounts payable to the Master
Servicer in respect of unpaid Master Servicing Fees, the Primary Servicers in
respect of unpaid Primary Servicing Fees, the Special Servicer in respect of
unpaid Special Servicer Compensation, the Trustee in respect of unpaid Trustee
Fees, the Paying Agent in respect of unpaid Paying Agent Fees or to the parties
entitled thereto in respect of the unpaid Excess Servicing Fees), (iii) amounts
that constitute Prepayment Premiums, and (iv) if such Distribution Date occurs
during January or February of any year, the Interest Reserve Amounts with
respect to Interest Reserve Loans deposited in the Interest Reserve Account, and
(b) if and to the extent not already among the amounts described in clause (a),
(i) the aggregate amount of any P&I Advances made by the Master Servicer, the
Trustee or the Fiscal Agent for such Distribution Date pursuant to Section 4.1
and/or Section 4.3, (ii) the aggregate amount of any Compensating Interest
payments made by the Master Servicer for such Distribution Date pursuant to the
terms hereof, and (iii) if such Distribution Date occurs in March of any year,
commencing March 2001, the aggregate of the Interest Reserve Amounts then held
on deposit in the Interest Reserve Account in respect of each Interest Reserve
Loan.

         "BALLOON MORTGAGE LOAN" means a Mortgage Loan which will not be fully
amortized by its original or modified Maturity Date, based on the fixed monthly
Scheduled Payment.

         "BALLOON PAYMENT" means, with respect to any Balloon Mortgage Loan, the
Scheduled Payment payable on the Maturity Date of such Mortgage Loan.

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



                                      -9-
<PAGE>

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

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

         "BSF" has the meaning assigned in the Preliminary Statement hereto.

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

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

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

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

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

         "CERTIFICATE BALANCE" means, with respect to any Certificate or
Interest (other than the Class X Certificates and the Residual Certificates) as
of any Distribution Date, the maximum specified dollar amount of principal to
which the Holder thereof is then entitled



                                      -10-
<PAGE>

hereunder, such amount being equal to the initial principal amount set forth on
the face of such Certificate (in the case of a Certificate), or as ascribed
thereto in the Preliminary Statement hereto (in the case of an Interest), minus
(i) the amount of all principal distributions previously made with respect to
such Certificate pursuant to Section 6.5(a) or deemed to have been made with
respect to such Interest pursuant to Section 6.2(a) or Section 6.3(a), as the
case may be, (ii) all Realized Losses allocated or deemed to have been allocated
to such Interest or Certificate pursuant to Section 6.6, and (iii) Expense
Losses allocated to such Interest or Certificate pursuant to Section 6.6.

         "CERTIFICATE OWNER" means, with respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Book-Entry Certificate, as may be
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly or as an indirect
participant, in accordance with the rules of such Clearing Agency).

         "CERTIFICATE REGISTER" has the meaning provided in Section 3.2.

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

         "CERTIFICATEHOLDERS" has the meaning provided in the definition of
"Holder."

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

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

         "CLASS A-1 CERTIFICATES," "CLASS A-2 CERTIFICATES," "CLASS A-3
CERTIFICATES," "CLASS A-4 CERTIFICATES," "CLASS X-1 CERTIFICATES," "CLASS X-2
CERTIFICATES," "CLASS B CERTIFICATES," "CLASS C Certificates," "CLASS D
CERTIFICATES," "CLASS E CERTIFICATES," "CLASS F CERTIFICATES," "CLASS G
CERTIFICATES," "CLASS H CERTIFICATES," "CLASS J CERTIFICATES," "CLASS K
CERTIFICATES," "CLASS L CERTIFICATES," "CLASS M CERTIFICATES," "CLASS N
CERTIFICATES," "CLASS R-I CERTIFICATES," "CLASS R-II CERTIFICATES," or "CLASS
R-III CERTIFICATES," mean the Certificates designated as "Class A-1," "Class
A-2," "Class A-3," "Class A-4," "Class X-1," "Class X-2," "Class B," "Class C,"
"Class D," "Class E," "Class F," "Class G," "Class H," "Class J," "Class K,"
"Class L," "Class M," "Class N," "Class R-I," "Class R-II" and "Class R-III"
respectively, on the face thereof, in substantially the form attached hereto as
Exhibits A-1 through A-21 hereof.

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

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



                                      -11-
<PAGE>

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

         "CLASS N GRANTOR TRUST INTEREST" means that portion of the rights
represented by the Class N Certificates that evidences beneficial ownership of
the grantor trust assets, as described in Section 12.1(b) hereof.

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

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

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

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

         "CLASS X-1 STRIP RATE" means, for any Distribution Date, with respect
to any Class of Certificates (other than the Class A-4, Class X and the Residual
Certificates), the Class A-4A Component and the Class A-4B Component, the
excess, if any, of (i) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date over (ii) (x) in the case of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4A Component, Class D
Certificates, Class E Certificates, Class F Certificates, Class G Certificates,
Class H Certificates, Class J Certificates, Class K Certificates, Class L
Certificates, Class M Certificates and Class N Certificates, the Pass-Through
Rate for such Class of Certificates or such Component and (y) in the case of the
Class A-4B Component, Class B Certificates and Class C Certificates, (i) for any
Distribution Date occurring on or before the Distribution Date in February 2008,
the rate per annum corresponding to such Distribution Date as set forth in
Schedule A attached hereto and (ii) for any Distribution Date occurring after
the Distribution Date in February 2008, the Pass-Through Rate for such Class of
Certificates or such Component, but in no event shall the Class X-1 Strip Rate
be less than zero.


         "CLASS X-2 INTEREST AMOUNT" means, with respect to any Distribution
Date and the related Interest Accrual Period, interest equal to the product of
(i) one-twelfth of a per annum



                                      -12-
<PAGE>

rate equal to the weighted average of the Class X-2 Strip Rates for the Class
A-4B Component, Class B Certificates and Class C Certificates, weighted on the
basis of the respective Certificate Balances of such Classes of Certificates or
such Component and (ii) the Class X-2 Notional Amount for such Distribution
Date.

         "CLASS X-2 NOTIONAL AMOUNT" means, (i) with respect to any Distribution
Date occurring on or before the Distribution Date in February 2008, the
aggregate of the Certificate Balances of the Class A-4B Component and the Class
B and Class C Certificates as of the close of business on the preceding
Distribution Date and (ii) with respect to any Distribution Date occurring after
the Distribution Date in February 2008, zero.

         "CLASS X-2 STRIP RATE" means, for any Distribution Date, with respect
to the Class A-4B Component, Class B Certificates and Class C Certificates, the
lesser of (i) the rate per annum corresponding to such Distribution Date as set
forth in Schedule A attached hereto and (ii) the Weighted Average REMIC I Net
Mortgage Rate for such Distribution Date minus the Pass-Through Rate for such
Component or such Class of Certificates for such Distribution Date, but in no
event will any Class X-2 Strip Rate be less than zero.

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

         "CLEARSTREAM" means Clearstream Banking, societe anonyme.

         "CLOSING DATE" means February 23, 2001.

         "CMSA" means the Commercial Mortgage Securities Association.

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

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

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

         "COMPENSATING INTEREST" means with respect to any Distribution Date, an
amount equal to the excess of (A) Prepayment Interest Shortfalls resulting from
Principal Prepayments during the related Collection Period over (B) Prepayment
Interest Excesses resulting from Principal Prepayments during the same
Collection Period, but in any event with respect to Compensating Interest to be
paid by the Master Servicer hereunder, not more than the aggregate Master
Servicing Fee for the related Collection Period calculated in respect of all the
Mortgage Loans (including REO Mortgage Loans).



                                      -13-
<PAGE>

         "COMPONENT" means either of the Class A-4A Component and the Class A-4B
Component.

         "CONDEMNATION PROCEEDS" means any awards resulting from the full or
partial condemnation or any eminent domain proceeding or any conveyance in lieu
or in anticipation thereof with respect to a Mortgaged Property by or to any
governmental, quasi-governmental authority or private entity with condemnation
powers other than amounts to be applied to the restoration, preservation or
repair of such Mortgaged Property or released to the related Mortgagor in
accordance with the terms of the Mortgage Loan and with respect to the Mortgaged
Property securing the 2000-WF2 Trust Fund Mortgage Loan and the Pari Passu Loan,
any portion of such amounts allocable to the Pari Passu Loan.

         "CONTROLLING CLASS" means the most subordinate Class of REMIC Regular
Certificates outstanding at any time of determination; provided, that, no Class
may be the Controlling Class at any time that the then Certificate Balance of
such Class is less than 25% of the initial Certificate Balance of such Class. As
of the Closing Date, the Controlling Class will be the Class N Certificates.

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

         "CORPORATE TRUST OFFICE" means, with respect to the presentment and
surrender of Certificates for the final distribution thereon or the presentment
and surrender of Certificates for any other purpose, the principal corporate
trust office of the Certificate Registrar. The principal corporate trust office
of the Trustee is presently located at 135 South LaSalle Street, Suite 1625,
Chicago, IL 60603, Attention: Asset-Backed Securities Trust Services
Group--Morgan Stanley Series 2001-TOP1 and the office of the Certificate
Registrar is presently located for certificate transfer purposes at Wells Fargo
Center, Sixth and Marquette Avenue, MAC #N9303-121, Minneapolis, Minnesota
55479-0113, Attention: Corporate Trust Services (CMBS)--Morgan Stanley Series
2001-TOP1, and for all other purposes at 11000 Broken Land Parkway, Columbia,
Maryland 21044-3562, Attention: Corporate Trust Services (CMBS)--Morgan Stanley
Series 2001-TOP1, or at such other address as the Trustee or Certificate
Registrar may designate from time to time by notice to the Certificateholders,
the Depositor, the Master Servicer, the Paying Agent and the Special Servicer.

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

         "CORRESPONDING REMIC II REGULAR INTEREST" means (i) with respect to
each Class of Certificates other than the Class A-4 Certificates, the REMIC II
Regular Interest having the same letter designation and (ii) with respect to the
Class A-4 Certificates, the REMIC II Regular Interest A-4A and the REMIC II
Regular Interest A-4B.



                                      -14-
<PAGE>

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

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

         "CUT-OFF DATE" means the end of business on February 1, 2001. The
Cut-Off Date for any Mortgage Loan that has a Due Date on a date other than the
first day of each month shall be the end of business on February 1, 2001.

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

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

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

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

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

         "DEFICIENT VALUATION" means, with respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property (or
with respect to the Mortgaged Property securing the Pari Passu Loan and the
2000-WF2 Trust Fund Mortgage Loan, the pro rata portion of the valuation
allocable to the Pari Passu Loan) relating to a Mortgage Loan in an amount less
than the then outstanding indebtedness under such Mortgage Loan, which valuation
results from a proceeding initiated under the United States Bankruptcy Code, as
amended from time to time, and that reduces the amount the Mortgagor is required
to pay under such Mortgage Loan.

         "DEFICIENT VALUATION AMOUNT" means the amount by which the total amount
due with respect to a Mortgage Loan (excluding interest not yet accrued),
including the principal balance of a Mortgage Loan plus any accrued and unpaid
interest thereon and any other amounts



                                      -15-
<PAGE>

recoverable from the Mortgagor with respect thereto pursuant to the terms
thereof, is reduced in connection with a Deficient Valuation.

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

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

         "DEPOSITOR" means Morgan Stanley Dean Witter Capital I Inc., a Delaware
corporation, and its successors in interest.

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

         "DEPOSITORY AGREEMENT" means the Letter of Representations dated
February 23, 2001 by and among the Depositor, the Paying Agent and the
Depository.

         "DETERMINATION DATE" means, with respect to any Distribution Date, the
earlier of (i) the 10th day of the month in which such Distribution Date occurs
or, if such day is not a Business Day, the immediately preceding Business Day,
and (ii) the 5th Business Day prior to the related Distribution Date, commencing
March 8, 2001.

         "DIRECTLY OPERATE" means, with respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers (other than a sale of an REO Property pursuant to and in
accordance with Section 9.15 or Section 9.36), the performance of any
construction work thereon or any use of such REO Property in a trade or business
conducted by the Trust, in each case other than through an Independent
Contractor; provided, however, that the Trustee (or the Special Servicer on
behalf of the Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Special Servicer on behalf of the
Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to repairs, tenant
improvements or capital expenditures with respect to such REO Property
(including, without limitation, construction activity to effect repairs or in
connection with leasing activity) or undertakes any ministerial action
incidental thereto.

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



                                      -16-
<PAGE>

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

         "DISTRIBUTABLE CERTIFICATE INTEREST" means, with respect to any
Distribution Date and any Class of Certificates (other than the Residual
Certificates) or Interests, the sum of (A) Accrued Certificate Interest, reduced
by (i) any Net Aggregate Prepayment Interest Shortfalls not offset by
Compensating Interest, allocated on such Distribution Date to such Class or
Interest pursuant to Section 6.7, and (ii) Realized Losses and Expense Losses
allocated on such Distribution Date to reduce the interest payable to such Class
or Interest pursuant to Section 6.6, plus (B) the Unpaid Interest.

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

         "DISTRIBUTION DATE" means the 15th day of each month or, if such day is
not a Business Day, the next succeeding Business Day, commencing March 15, 2001.

         "DUE DATE" means, with respect to a Mortgage Loan, the date on which a
Scheduled Payment is due.

         "ELIGIBLE ACCOUNT" means an account (or accounts) that is any of the
following: (i) maintained with a depository institution or trust company whose
(A) commercial paper, short-term unsecured debt obligations or other short-term
deposits are rated at least "A-1" by S&P and "F-1+" by Fitch, if the deposits
are to be held in the account for 30 days or less), or (B) long-term unsecured
debt obligations are rated at least "AA-"(or "A" (without regard to any plus or
minus), if the short-term unsecured debt obligations are rated at least "A-1")
by S&P and "AA" by Fitch, if the deposits are to be held in the account more
than 30 days or (ii) a segregated trust account or accounts maintained in the
trust department of the Trustee, the Paying Agent or other financial institution
subject to regulations regarding fiduciary funds on deposit similar to Title 12
of the Code of Federal Regulations Section 9.10(b), or (iii) an account or
accounts of a depository institution acceptable to each Rating Agency, as
evidenced by Rating Agency Confirmation with respect to the use of any such
account as the Certificate Account or the



                                      -17-
<PAGE>

Distribution Account. Notwithstanding anything in the foregoing to the contrary,
an account shall not fail to be an Eligible Account solely because it is
maintained with Wells Fargo Bank, National Association or Wells Fargo Bank Iowa,
N.A., each a wholly-owned subsidiary of Wells Fargo & Co., provided that such
subsidiary's or its parent's (A) commercial paper, short-term unsecured debt
obligations or other short-term deposits are at least "A-1" in the case of S&P,
and "F-1" in the case of Fitch, if the deposits are to be held in the account
for 30 days or less, or (B) long-term unsecured debt obligations are rated at
least "AA-" (or "A" (without regard to any plus or minus), if the short-term
unsecured debt obligations are rated at least "A-1") in the case of S&P and "A+"
in the case of Fitch, if the deposits are to be held in the account more than 30
days.

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

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

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

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

                  (iv) debt obligations (other than stripped bonds or stripped
coupons) bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any state
thereof, which securities are rated "AA-" or its equivalent



                                      -18-
<PAGE>

by each Rating Agency, unless otherwise specified in writing by the Rating
Agency; provided that securities issued by any particular corporation will not
be Eligible Investments to the extent that investment therein will cause the
then-outstanding principal amount of securities issued by such corporation and
held in the Certificate Account to exceed 5% of the sum of the aggregate
Certificate Principal Balance of the Principal Balance Certificates and the
aggregate principal amount of all Eligible Investments in the Certificate
Account;

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

                  (vi) units of investment funds (including money market funds)
rated in the highest long-term category by Fitch or if not rated by Fitch then
otherwise approved by Fitch and the highest long-term category by S&P, or if not
rated by S&P then S&P has issued a Rating Agency Confirmation;

                  (vii) guaranteed reinvestment agreements maturing within 365
days or less issued by any bank, insurance company or other corporation whose
long-term unsecured debt rating is not less than "AA" (or its equivalent rating)
by Fitch and "AA-" by S&P (if rated by Fitch or, if not rated by Fitch, by S&P
and another nationally recognized statistical rating organization), or for which
Rating Agency Confirmation is obtained with respect to such ratings;

                  (viii) any money market funds that maintain a constant asset
value and that are rated "AAAm" or "AAAm-G" (or its equivalent rating) by S&P
and "AAA" (or its equivalent) by Fitch, and any other demand, money-market or
time deposit, or any other obligation, security or investment, with respect to
which Rating Agency Confirmation has been obtained; and

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

provided (A) such investment is held for a temporary period pursuant to Section
1.860G-2(g)(i) of the Treasury Regulations, (B) such investment is payable by
the obligor in U.S. dollars, and (C) that no such instrument shall be an
Eligible Investment (1) if such instrument evidences either (a) a right to
receive only interest payments or only principal payments with respect to the
obligations underlying such instrument or (b) a right to receive both principal
and interest payments derived from obligations underlying such instrument and
the principal and interest payments with respect to such instrument provide a
yield to maturity of greater than 120% of the yield to maturity at par of such
underlying obligations, or (2) if it may be redeemed at a price below the
purchase price or (3) if it is not treated as a "permitted investment" that is a
"cash flow investment" under Code Section 860G(a)(5); and provided, further,
that any such instrument shall have a maturity date no later than the date such
instrument is required to be used to satisfy



                                      -19-
<PAGE>

the obligations under this Agreement, and, in any event, shall not have a
maturity in excess of one year; any such instrument must have a predetermined
fixed dollar of principal due at maturity that cannot vary or change; if rated,
the obligation must not have an "r" highlighter affixed to its rating; interest
on any variable rate instrument shall be tied to a single interest rate index
plus a single fixed spread (if any) and move proportionally with that index; and
provided, further, that no amount beneficially owned by any REMIC Pool
(including any amounts collected by the Master Servicer but not yet deposited in
the Certificate Account) may be invested in investments treated as equity
interests for Federal income tax purposes. No Eligible Investments shall be
purchased at a price in excess of par. For the purpose of this definition, units
of investment funds (including money market funds) shall be deemed to mature
daily.

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

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

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

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

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

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

         "EXCESS INTEREST" means, with respect to an ARD Loan if an ARD Loan is
not prepaid in full on or before its Anticipated Repayment Date, the excess, if
any of (i) interest accrued at the rate of interest applicable to such Mortgage
Loan after such Anticipated Repayment Date (plus any interest on such interest
as may be provided for under the Mortgage



                                      -20-
<PAGE>

Loan documents) over (ii) interest accrued at the rate of interest applicable to
such Mortgage Loan before such Anticipated Repayment Date. Excess Interest on
the ARD Loan is an asset of the Trust, but shall not be an asset of any REMIC
Pool formed hereunder.

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

         "EXCESS LIQUIDATION PROCEEDS" means, with respect to any Mortgage Loan,
the excess of (i) Liquidation Proceeds of a Mortgage Loan or related REO
Property, over (ii) the amount that would have been received if a Principal
Prepayment in full had been made with respect to such Mortgage Loan on the date
such proceeds were received.

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

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

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

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

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

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

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

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

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

         "FINAL RATED DISTRIBUTION DATE" means with respect to each rated Class
of Certificates, February 15, 2033.



                                      -21-
<PAGE>

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

         "FINAL SCHEDULED DISTRIBUTION DATE" means, for each Class of rated
Certificates, the Distribution Date on which such Class will be paid in full
assuming that timely payments will be made on the Mortgage Loans in accordance
with their terms.

         "FINANCIAL MARKET PUBLISHER" means each of Bloomberg Financial Service,
Trepp Financial and Intex Inc.

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

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

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

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

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

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

         "INDEPENDENT" means, when used with respect to any Accountants, a
Person who is "independent" within the meaning of Rule 2-01(B) of the Securities
and Exchange Commission's Regulation S-X. Independent means, when used with
respect to any other Person, a Person who (A) is in fact independent of another
specified Person and any Affiliate of such other Person, (B) does not have any
material direct or indirect financial interest in such other Person or any
Affiliate of such other Person, (C) is not connected with such other Person or
any Affiliate of such other Person as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions
and (D) is not a member of the immediate family of a Person defined in clause
(B) or (C) above.



                                      -22-
<PAGE>

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

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

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

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

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

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

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

         "INSURANCE PROCEEDS" means amounts paid by the insurer under any
Insurance Policy, other than amounts required to be paid over to the Mortgagor
pursuant to law, the related Mortgage Loan or the Servicing Standard and with
respect to the Mortgaged Property securing the 2000-WF2 Trust Fund Mortgage Loan
and the Pari Passu Loan, any portion of such amounts allocable to the Pari Passu
Loan.



                                      -23-
<PAGE>

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

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

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

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

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

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

         "JHREF" has the meaning assigned in the Preliminary Statement hereto.

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

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

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

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

         "LIQUIDATION EXPENSES" means reasonable and direct expenses incurred by
the Special Servicer on behalf of the Trust in connection with the enforcement
and liquidation of any Specially Serviced Mortgage Loan or REO Property acquired
in respect thereof including, without limitation, reasonable legal fees and
expenses, appraisal fees, committee or referee fees, property manager fees, and,
if applicable, brokerage commissions and conveyance taxes for such Specially
Serviced Mortgage Loan. All Liquidation Expenses relating to enforcement and
disposition of the Specially Serviced Mortgage Loan shall be (i) paid out of
income from the



                                      -24-
<PAGE>

related REO Property, to the extent available or (ii) advanced by the Master
Servicer, subject to Section 4.4 and Section 4.6(e) hereof, as a Servicing
Advance.

         "LIQUIDATION FEE" means a fee equal to the product of (x) 1.0% and (y)
the Liquidation Proceeds received in connection with a final disposition of a
Specially Serviced Mortgage Loan or REO Property and any Condemnation Proceeds
received by the Trust (other than Liquidation Proceeds received in connection
with the Pari Passu Loan); provided, however, that in the case of a final
disposition consisting of the repurchase of a Mortgage Loan or REO Property by a
Seller pursuant to Section 2.3, such fee will only be paid if repurchased after
the date that is 180 days after the applicable Seller receives notice of the
breach causing the repurchase.

         "LIQUIDATION PROCEEDS" means proceeds from the sale or liquidation of a
Mortgage Loan or related REO Property, net of Liquidation Expenses and any
related Advances and interest thereon (to the extent not otherwise paid pursuant
to Section 4.6(c) and with respect to the sale or liquidation of any REO
Property related to the 2000-WF2 Trust Fund Mortgage Loan and the Pari Passu
Loan, any portion of such amounts allocable to the Pari Passu Loan.

         "LIQUIDATION REALIZED LOSS" means, with respect to each Mortgage Loan
or REO Property, as the case may be, as to which a Cash Liquidation or REO
Disposition has occurred, an amount equal to the sum, without duplication, of
(A) the Principal Balance of the Mortgage Loan (or deemed Principal Balance, in
the case of an REO Mortgage Loan) as of the date of the Cash Liquidation or REO
Disposition, plus (B) unpaid interest and interest accrued thereon at the
applicable Mortgage Rate, plus (C) any expenses incurred in connection with such
Mortgage Loan that are reimbursable to any Person, other than amounts previously
treated as Expense Losses or included in the definition of Liquidation Expenses
minus the sum of (i) REO Income applied as recoveries of principal or interest
on the related Mortgage Loan or REO Property, and (ii) Liquidation Proceeds,
Late Collections and all other amounts recovered from the related Mortgagor and
received during the Collection Period in which such Cash Liquidation or REO
Disposition occurred. REO Income and Liquidation Proceeds shall be applied first
against any Expense Losses (to the extent not included in the definition of
Liquidation Expenses) for such Mortgage Loan, the unpaid interest on the
Mortgage Loan, calculated as described in clause (B) above, and then against the
principal balance of such Mortgage Loan, calculated as described in clause (A)
above.

         "LOAN-TO-VALUE RATIO" means, as of any date with respect to a Mortgage
Loan, the fraction, expressed as a percentage, the numerator of which is the
principal balance of such Mortgage Loan at the date of determination and the
denominator of which is the value of the Mortgaged Property as shown on the most
recent Appraisal or valuation of the Mortgaged Property which is available as of
such date.

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

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



                                      -25-
<PAGE>

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

         "MAI" means Member of the Appraisal Institute.

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

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

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

         "MASTER SERVICING FEE" means for each calendar month, as to each
Mortgage Loan (including REO Mortgage Loans and Defeasance Loans), the Master
Servicing Fee Rate applicable to such month (determined in the same manner as
the applicable Mortgage Rate is determined for such Mortgage Loan for such
month) multiplied by the Scheduled Principal Balance of each Mortgage Loan
immediately before the Due Date occurring in such month, subject to reduction in
respect of Compensating Interest, as set forth in Section 8.10(c).

         "MASTER SERVICING FEE RATE" means, with respect to each Mortgage Loan
(including any Mortgage Loan relating to an REO Property), the rate per annum
specified as such on the Mortgage Loan Schedule.

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

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

         "MATURITY DATE" means, with respect to any Mortgage Loan as of any date
of determination, the date on which the last payment of principal is due and
payable under the related Mortgage Note, after taking into account all Principal
Prepayments received and any Deficient Valuation, Debt Service Reduction Amount
or modification of the Mortgage Loan occurring prior to such date of
determination, but without giving effect to (i) any acceleration of the
principal of such Mortgage Loan or (ii) any grace period permitted by the
related Mortgage Note.

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

         "MODIFICATION LOSS" means (i) a decrease in the principal balance of a
Mortgage Loan as a result of a modification thereof in accordance with the terms
hereof, (ii) any expenses



                                      -26-
<PAGE>

connected with such modification, to the extent (x) reimbursable to the Trustee,
the Special Servicer or the Master Servicer and (y) not recovered from the
Mortgagor or (iii) in the case of a modification of a Mortgage Loan that reduces
the Mortgage Rate thereof, the excess, on each Due Date, of the amount of
interest that would have accrued at a rate equal to the original Mortgage Rate,
over interest that actually accrued on such Mortgage Loan during the preceding
Collection Period.

         "MONEY TERM" means with respect to any Mortgage Loan, the Maturity
Date, Mortgage Rate, principal balance, amortization term or payment frequency
thereof or any provision thereof requiring the payment of a prepayment premium,
yield maintenance payment or percentage premium in connection with a principal
prepayment (and shall not include late fees or default interest provisions).

         "MONTHLY CERTIFICATEHOLDERS REPORT" means a report provided pursuant to
Section 5.4 by the Paying Agent monthly as of the related Determination Date
generally in the form and substance of Exhibit M, which sets forth, to the
extent applicable: (i) the amount, if any, of such distributions to the holders
of each Class of Principal Balance Certificates applied to reduce the respective
Certificate Balances thereof; (ii) the amount of such distribution to holders of
each Class of Certificates allocable to (A) interest accrued at the respective
Pass-Through Rates, less any Net Aggregate Prepayment Interest Shortfalls and
(B) Prepayment Premiums; (iii) the number of outstanding Mortgage Loans and the
aggregate Principal Balance and Scheduled Principal Balance of the Mortgage
Loans at the close of business on such Determination Date; (iv) the number and
aggregate Scheduled Principal Balance of Mortgage Loans (A) delinquent 30-59
days, (B) delinquent 60-89 days, (C) delinquent 90 or more days, (D) as to which
foreclosure proceedings have been commenced, or (E) as to which bankruptcy
proceedings have been commenced; (v) with respect to any REO Property included
in the Trust, the Principal Balance of the related Mortgage Loan as of the date
of acquisition of the REO Property and the Scheduled Principal Balance thereof;
(vi) as of the related Determination Date (A) as to any REO Property sold during
the related Collection Period, the date of the related determination by the
Special Servicer that it has recovered all payments which it expects to be
finally recoverable and the amount of the proceeds of such sale deposited into
the Certificate Account, and (B) the aggregate amount of other revenues
collected by the Special Servicer with respect to each REO Property during the
related Collection Period and credited to the Certificate Account, in each case
identifying such REO Property by the loan number of the related Mortgage Loan;
(vii) the Aggregate Certificate Balance or Notional Amount, as the case may be,
of each Class of Certificates before and after giving effect to the distribution
made on such Distribution Date; (viii) the aggregate amount of Principal
Prepayments made during the related Collection Period; (ix) the Pass-Through
Rate applicable to each Class of Certificates for such Distribution Date; (x)
the aggregate amount of the Master Servicing Fee, the Primary Servicing Fee, the
Special Servicing Fee, fees paid to the 2000-WF2 Servicer, fees paid to the
2000-WF2 Special Servicer and the Excess Servicing Fees; (xi) the amount of
Unpaid Interest, Realized Losses or Expense Losses, if any, incurred with
respect to the Mortgage Loans, including a breakout by type of such Expense
Losses; (xii) the aggregate amount of Servicing Advances and P&I Advances
outstanding separately stated that have been made by the Master Servicer, the
Trustee and the Fiscal Agent and the aggregate amount of Servicing Advances and
P&I Advances made by the 2000-WF2 Servicer in respect of the Pari Passu Loan and
the 2000-WF2 Trust Fund Mortgage Loan; and (xiii) the amount of any Appraisal
Reductions effected during



                                      -27-
<PAGE>

the related Collection Period on a loan-by-loan basis and the total Appraisal
Reductions in effect as of such Distribution Date. In the case of information
furnished pursuant to subclauses (i), (ii) and (xi) above, the amounts shall be
expressed in the aggregate and as a dollar amount per $1,000 of original
principal amount of the Certificates for all Certificates of each applicable
Class.

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

         "MORTGAGE FILE" means the mortgage documents listed below:

         (i) the original Mortgage Note bearing all intervening endorsements,
endorsed "Pay to the order of LaSalle Bank National Association, as Trustee for
Morgan Stanley Dean Witter Capital I Inc, Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP1, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit with a copy of the Mortgage Note attached thereto;

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

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



                                      -28-
<PAGE>

recorded modification, consolidation or extension agreement, and the originals
of all assumption agreements, if any;

         (iv) an original Assignment of Mortgage for each Mortgage Loan, in form
and substance acceptable for recording, signed by the holder of record in favor
of "LaSalle Bank National Association, as Trustee for Morgan Stanley Dean Witter
Capital I Inc, Commercial Mortgage Pass-Through Certificates, Series 2001-TOP1;"

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

         (vi) if the related Assignment of Leases is separate from the Mortgage,
the original of such Assignment of Leases with evidence of recording thereon or,
if such Assignment of Leases has not been returned on or prior to the 45th day
following the Closing Date from the applicable public recording office, a copy
of such Assignment of Leases certified by the applicable Seller to be a true and
complete copy of the original Assignment of Leases submitted for recording,
together with (A) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
applicable Seller to be a true and complete copy of the original assignment
submitted for recording, and (B) an original assignment of such Assignment of
Leases, in recordable form, signed by the holder of record in favor of "LaSalle
Bank National Association, as Trustee for Morgan Stanley Dean Witter Capital I
Inc, Commercial Mortgage Pass-Through Certificates, Series 2001-TOP1," which
assignment may be effected in the related Assignment of Mortgage;

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

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



                                      -29-
<PAGE>

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

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

         (xi) copies of any lock-box agreements and intercreditor agreements, if
any, related to any Mortgage Loan;

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

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

         (xiv) third-party management agreements for hotels and mortgage
properties with a Cut-Off Date balance equal to or greater than $20,000,000;

         (xv) any Environmental Insurance Policy;

         (xvi) any affidavit and indemnification agreement; and

         (xvii) with respect to the Pari Passu Loan, a copy of the Pari Passu
Intercreditor Agreement and a copy of the 2000-WF2 Pooling and Servicing
Agreement.



                                      -30-
<PAGE>

         With respect to the Pari Passu Loan, the preceding document delivery
requirements will be met by the delivery by the Depositor of copies of the
documents specified above (other than the Mortgage Note evidencing the Pari
Passu Loan, with respect to which the original shall be required), including a
copy of the Pari Passu Mortgage.

         "MORTGAGE LOAN" means a Mortgage Note secured by a Mortgage, and all
amendments and modifications thereof, identified on the Mortgage Loan Schedule,
as amended from time to time, and conveyed, transferred, sold, assigned to or
deposited with the Trustee pursuant to Section 2.1 or Section 2.3, and Mortgage
Loan shall also include any Defeasance Loan and the Pari Passu Loan but shall
not include the 2000-WF2 Trust Fund Mortgage Loan.

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

         "MORTGAGE LOAN PURCHASE AGREEMENT I" means that certain Mortgage Loan
Purchase Agreement between JHREF and the Depositor dated as of February 15, 2001
with respect to the JHREF Loans, a form of which is attached hereto as Exhibit
K-1.

         "MORTGAGE LOAN PURCHASE AGREEMENT II" means that certain Mortgage Loan
Purchase Agreement between Wells Fargo and the Depositor dated as of February
15, 2001 with respect to the Wells Fargo Loans, a form of which is attached
hereto as Exhibit K-2.

         "MORTGAGE LOAN PURCHASE AGREEMENT III" means that certain Mortgage Loan
Purchase Agreement between Principal and the Depositor dated as of February 15,
2001 with respect to the Principal Loans, a form of which is attached hereto as
Exhibit K-3.

         "MORTGAGE LOAN PURCHASE AGREEMENT IV" means that certain Mortgage Loan
Purchase Agreement between BSF and the Depositor dated as of February 15, 2001
with respect to the BSF Loans, a form of which is attached hereto as Exhibit
K-4.

         "MORTGAGE LOAN PURCHASE AGREEMENT V" means that certain Mortgage Loan
Purchase Agreement between MSDWMC and the Depositor dated as of February 15,
2001 with respect to the MSDWMC Loans, a form of which is attached hereto as
Exhibit K-5.

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

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



                                      -31-
<PAGE>

         "MORTGAGE RATE" means, for a given Mortgage Loan, the per annum rate at
which interest accrues on such Mortgage Loan.

         "MORTGAGED PROPERTY" means the real property, together with
improvements thereto, securing the indebtedness of the Mortgagor under the
related Mortgage Loan.

         "MORTGAGEE" means, with respect to any Mortgage as of any date of
determination, the holder of the related Mortgage Note as of such date.

         "MORTGAGOR" means the obligor on a Mortgage Note.

         "MSDWMC" has the meaning assigned in the Preliminary Statement hereto.

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

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

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

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

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

         "NONDISQUALIFICATION OPINION" means a written Opinion of Counsel to the
effect that a contemplated action will neither cause any REMIC Pool to fail to
qualify as a REMIC at any time that any Certificates are outstanding nor cause a
"prohibited transaction," "prohibited contribution" or any other tax to be
imposed on any REMIC Pool or the Trust.

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

         "NON-INVESTMENT GRADE CERTIFICATES" means any Class of Certificates
that, at the time of disposition, is not rated in one of the four highest
generic rating categories by at least one of Fitch, S&P or Moody's Investors
Service, Inc.

         "NONRECOVERABLE ADVANCE" means any of the following: (i) Pari Passu
Loan Nonrecoverable P&I Advances (including interest accrued thereon at the
Advance Rate); (ii) Pari Passu Loan Nonrecoverable Servicing Advances (including
interest accrued thereon at the Advance Rate) and (iii) the portion of any
Advance (including interest accrued thereon at the



                                      -32-
<PAGE>

Advance Rate) previously made or proposed to be made by the Master Servicer, the
Trustee or the Fiscal Agent that, in its respective sole discretion, exercised
in good faith and, with respect to the Master Servicer, in accordance with the
Servicing Standard, will not be or, in the case of a current delinquency, would
not be, ultimately recoverable, from Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds, Purchase Proceeds or from any collections with respect to
the related Mortgage Loan or REO Property, as evidenced by an Officer's
Certificate delivered pursuant to Section 4.4. Such Officer's Certificate shall
be delivered to the Trustee (upon which the Trustee may conclusively rely) or to
the Depositor (if the Trustee or the Fiscal Agent is delivering such Officer's
Certificate) and (in either case) to the Special Servicer and the Paying Agent
in the time periods as specified in Section 4.4 and shall include the
information and reports set forth in Section 4.4. In determining whether an
Advance with respect to any Mortgage Loan will be recoverable, the Master
Servicer, the Trustee or the Fiscal Agent, as applicable, shall take into
account amounts that may be realized on the related Mortgaged Property in its
"as is" or then current condition and occupancy. Absent bad faith, the Master
Servicer's determination as to the recoverability of any Advance shall be
conclusive and binding on the Certificateholders and may, in all cases, be
relied on by the Trustee and the Fiscal Agent. Absent bad faith or breach of the
servicing standard under the 2000-WF2 Pooling and Servicing Agreement, the
2000-WF2 Servicer's determination as to the recoverability of any advance made
with respect to the Pari Passu Loan pursuant to the 2000-WF2 Pooling and
Servicing Agreement shall be conclusive and binding on the Certificateholders
and may, in all cases, be relied on by the Trustee, the Fiscal Agent and the
Master Servicer.

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

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

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



                                      -33-
<PAGE>

         "OPERATING ADVISER" shall have the meaning specified in Section
9.37(a).

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

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

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

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



                                      -34-
<PAGE>

Mortgage Loans that have been modified shall be calculated on the basis of their
terms as modified.

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

         "PARI PASSU INTERCREDITOR AGREEMENT" means that certain intercreditor
agreement dated June 28, 2000 by and between BSF and the initial holder of the
2000-WF2 Trust Fund Mortgage Loan relating to the relative rights of the holder
of the Pari Passu Loan and the holder of such 2000-WF2 Trust Fund Mortgage Loan,
as the same may be further amended from time to time.

         "PARI PASSU LOAN" means the Mortgage Loan designated as Mortgage Loan
No. 148/149 on the Mortgage Loan Schedule and which is secured on a pari passu
basis with the 2000-WF2 Trust Fund Mortgage Loan pursuant to the Pari Passu
Mortgage.

         "PARI PASSU LOAN SERVICING FEE RATE" means the "Servicing Fee Rate"
applicable to the Pari Passu Loan as defined in the 2000-WF2 Pooling and
Servicing Agreement.

         "PARI PASSU LOAN NONRECOVERABLE P&I ADVANCE" means any "Nonrecoverable
P&I Advance" (as defined in the 2000-WF2 Pooling and Servicing Agreement) made
with respect to the Pari Passu Loan pursuant to and in accordance with the
2000-WF2 Pooling and Servicing Agreement.

         "PARI PASSU LOAN NONRECOVERABLE SERVICING ADVANCE" means any
"Nonrecoverable Servicing Advance" (as defined in the 2000-WF2 Pooling and
Servicing Agreement) made with respect to the Pari Passu Loan pursuant to and in
accordance with the 2000-WF2 Pooling and Servicing Agreement; provided that if
the 2000-WF2 Servicer shall have made a "Servicing Advance" (as defined in the
2000-WF2 Pooling and Servicing Agreement) in the nature of an expenditure
benefiting the related Mortgaged Property generally, the portion thereof
attributable to the Pari Passu Loan shall be determined based on the outstanding
balances of the Pari Passu Loan and the 2000-WF2 Trust Fund Mortgage Loan on the
date such advance was made.

         "PARI PASSU MORTGAGE" means the Mortgage securing the 2000-WF2 Trust
Fund Mortgage Loan and the Pari Passu Loan.

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

         "PASS-THROUGH RATE" or "PASS-THROUGH RATES" means with respect to any
Class of REMIC I Regular Interests, REMIC II Regular Interests or REMIC Regular
Certificates, other than the X Certificates, for the first Distribution Date,
the rate set forth in the Preliminary Statement hereto. For any Distribution
Date occurring thereafter, the Pass-Through Rates for (i) the REMIC I Regular
Interests shall equal the REMIC I Net Mortgage Rate on the related Mortgage Loan
for such Distribution Date, (ii) the REMIC II Regular Interests shall equal the



                                      -35-
<PAGE>

Weighted Average REMIC I Net Mortgage Rate for such Distribution Date, (iii) the
Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, the fixed rate
corresponding to such Class set forth in the Preliminary Statement hereto, (iv)
the Class B, Class C, Class D, Class G, Class H, Class J, Class K, Class L,
Class M and Class N Certificates shall equal the lesser of (A) the fixed rate
corresponding to such Class set forth in the Preliminary Statement hereto and
(B) the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date,
(v) the Class E Certificates, the Weighted Average REMIC I Net Mortgage Rate for
such Distribution Date less 0.42% and the Class F Certificates, the Weighted
Average REMIC I Net Mortgage Rate for such Distribution Date, (vi) the Class X-1
Certificates, the per annum rate equal to the quotient of the Accrued
Certificate Interest thereon for such Distribution Date and the Class X-1
Notional Amount and (vii) the Class X-2 Certificates, the per annum rate equal
to the quotient of the Accrued Certificate Interest thereon for such
Distribution Date and the Class X-2 Notional Amount. The Pass-Through Rate for
the Class A-4A Component and the Class A-4B Component shall equal the
Pass-Through Rate of the Class A-4 Certificates.

         "PAYING AGENT" means Wells Fargo Bank Minnesota, National Association
and any successor or assign, as provided herein.

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

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

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

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

         "PHASE I ENVIRONMENTAL REPORT" means a report by an Independent Person
who regularly conducts environmental site assessments in accordance with then
current standards imposed by institutional commercial mortgage lenders and who
has a reasonable amount of experience conducting such assessments.

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

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



                                      -36-
<PAGE>

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

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

         "PREPAYMENT INTEREST EXCESS" means for any Distribution Date and the
related Collection Period, during which a full or partial Principal Prepayment
(including early payment of a Balloon Payment other than in connection with the
foreclosure or liquidation of a Mortgage Loan) is made after the Due Date for
such Mortgage Loan through and including the last day of the Collection Period,
the amount of interest that accrues on the Mortgage Loan from such Due Date to
the date such payment was made (net of the Master Servicing Fee, the Primary
Servicing Fees, the Excess Servicing Fees, the Special Servicing Fee, and the
Trustee Fee), to the extent collected.

         "PREPAYMENT INTEREST SHORTFALL" means, with respect to any Distribution
Date, a shortfall in the collection of a full month's interest on any Mortgage
Loan, by reason of a full or partial Principal Prepayment (including early
payment of a Balloon Payment other than in connection with the foreclosure or
liquidation of a Mortgage Loan) made during any Collection Period prior to the
Due Date for such Mortgage Loan in such Collection Period. The amount of any
Prepayment Interest Shortfall shall equal the excess of (A) the aggregate amount
of interest which would have accrued on the Scheduled Principal Balance of such
Mortgage Loan for the 30 days ending on such Due Date if such Principal
Prepayment or Balloon Payment had not been made (net of the Master Servicing
Fee, the Primary Servicing Fees, the Excess Servicing Fees, the Special
Servicing and the Trustee Fee) over (B) the aggregate interest that did so
accrue through the date such payment was made.

         "PREPAYMENT PREMIUM" means with respect to any Distribution Date, the
aggregate of all prepayment premiums, yield maintenance payments or percentage
premiums, if any, received during the related Collection Period in connection
with Principal Prepayments.

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


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

         "PRIMARY SERVICING AGREEMENT" means, with respect to each Primary
Servicer, the agreement between such Primary Servicer and the Master Servicer,
dated as of February 1, 2001, a form of which is attached hereto as Exhibit G,
under which such Primary Servicer services the Mortgage Loans set forth on the
schedule attached thereto.

         "PRIMARY SERVICING FEE" means, for each calendar month, as to each
Mortgage Loan, the Primary Servicing Fee Rate multiplied by the Scheduled
Principal Balance of such Mortgage Loan immediately before the Due Date
occurring in such month, but prorated for the



                                      -37-
<PAGE>

number of days during the calendar month for such Mortgage Loan for which
interest actually accrues on such Mortgage Loan and only from collections on
such Mortgage Loan.

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

         "PRINCIPAL" has the meaning assigned in the Preliminary Statement
hereto.

         "PRINCIPAL BALANCE" means, with respect to any Mortgage Loan or REO
Mortgage Loan, for purposes of performing calculations with respect to any
Distribution Date, the principal balance of such Mortgage Loan or the related
REO Mortgage Loan outstanding as of the Cut-Off Date after taking into account
all principal and interest payments made or due prior to the Cut-Off Date
(assuming, for any Mortgage Loan with a Due Date in February, 2001 that is not
February 1, 2001, that principal and interest payments for such month were paid
on February 1, 2001), reduced (to not less than zero) by (i) any payments or
other collections of amounts allocable to principal on such Mortgage Loan that
have been collected or received during any preceding Collection Period, other
than any Scheduled Payments due in any subsequent Collection Period, and (ii)
the principal portion of any Realized Loss incurred in respect of such Mortgage
Loan during any related Collection Period.

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

         "PRINCIPAL DISTRIBUTION AMOUNT" means, on any Distribution Date, the
sum of the following amounts: (i) the principal portion of all Scheduled
Payments (other than the principal portion of Balloon Payments) and any Assumed
Scheduled Payments to the extent received or advanced, as the case may be, in
respect of the Mortgage Loans and any REO Mortgage Loans for their respective
Due Dates occurring during the related Collection Period; (ii) all payments
(including Principal Prepayments and the principal portion of Balloon Payments)
and any other collections (including Liquidation Proceeds (other than the
portion thereof, if any, constituting Excess Liquidation Proceeds), Condemnation
Proceeds, Insurance Proceeds, Purchase Proceeds and REO Income) received on or
in respect of the Mortgage Loans during the related Collection Period and that
were identified and applied by the Master Servicer as recoveries of principal
thereof, in each case net of any portion of such payment or other collection
that represents a recovery of the principal portion of any Scheduled Payment
(other than a Balloon Payment) due, or of the principal portion of any Assumed
Scheduled Payment deemed due, in respect of the related Mortgage Loan on a Due
Date during or prior to the related Collection Period and not previously
recovered.

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



                                      -38-
<PAGE>

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

         "PRIVATE PLACEMENT MEMORANDUM" means the Private Placement Memorandum
dated February 15, 2001, pursuant to which the Class X, Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M and Class N Certificates will be
offered for sale.

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

         "PURCHASE PRICE" means, with respect to the repurchase of a Mortgage
Loan or REO Property pursuant to Article II of this Agreement or the purchase of
a Mortgage Loan pursuant to Section 9.36, a price equal to the sum of (A) 100%
of the unpaid principal balance of such Mortgage Loan (or deemed principal
balance, in the case of an REO Property), plus (B) accrued but unpaid interest
thereon calculated at the Mortgage Rate to, but not including, the Due Date in
the Collection Period in which such purchase occurs, plus (C) the amount of any
expenses related to such Mortgage Loan or REO Property (including any Servicing
Advances and Advance Interest (which have not been paid by the Mortgagor or out
of Late Fees or default interest paid by the related Mortgagor on the related
Mortgage Loan) related to such Mortgage Loan and all Special Servicing Fees and
Liquidation Fees paid with respect to the Mortgage Loan) that are reimbursable
or payable to the Master Servicer, the Special Servicer, the Paying Agent, the
Trustee, the Fiscal Agent, the 2000-WF2 Servicer or the 2000-WF2 Special
Servicer, plus (D) if such Mortgage Loan is being repurchased or substituted for
by a Seller pursuant to the related Mortgage Loan Purchase Agreement, all
expenses reasonably incurred or to be incurred by the Primary Servicer, the
Master Servicer, the Special Servicer, the Depositor, the Paying Agent or the
Trustee in respect of the Material Breach or Material Document Defect giving
rise to the repurchase or substitution obligation (and that are not otherwise
included in (C) above).

         "PURCHASE PROCEEDS" means any cash amounts received by the Master
Servicer in connection with: (i) the repurchase of a Mortgage Loan by a Seller
pursuant to Section 2.3 or (ii) the purchase of the Mortgage Loans and REO
Properties by the Depositor, the Master Servicer, the Special Servicer or the
holders of the Class R-I Certificates pursuant to Section 10.1(b).

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



                                      -39-
<PAGE>

         "QUALIFIED INSURER" means, (i) with respect to any Mortgage Loan, an
insurance company duly qualified as such under the laws of the state in which
the related Mortgaged Property is located, duly authorized and licensed in such
state to transact the applicable insurance business and to write the insurance,
but in no event rated lower than "A" by Fitch, or if not so rated, then Fitch
has issued a Rating Agency Confirmation, and "A" by S&P if rated by S&P or if
not rated by S&P, then S&P has issued a Rating Agency Confirmation, and (ii)
with respect to the Servicer Errors and Omissions Insurance Policy or Servicer
Fidelity Bond an insurance company that has a claim paying ability no lower than
"A" by Fitch if rated by Fitch, or if not so rated, then rated A:IX by A.M. Best
or Fitch has issued a Rating Agency Confirmation, and "A" by S&P if rated by S&P
or if not rated by S&P, then S&P has issued a Rating Agency Confirmation, or
(iii) in either case, a company not satisfying clause (i) or (ii) but with
respect to which Rating Agency Confirmation is obtained.

         "QUALIFYING SUBSTITUTE MORTGAGE LOAN" means, in the case of a Mortgage
Loan substituted for a Deleted Mortgage Loan, a Mortgage Loan which, on the date
of substitution, (i) has a principal balance, after deduction of the principal
portion of the Scheduled Payment due in the month of substitution, not in excess
of the principal balance of the Deleted Mortgage Loan; provided, however, that,
to the extent that the principal balance of such Mortgage Loan is less than the
principal balance of the Deleted Mortgage Loan, then such differential in
principal amount, together with interest thereon at the Mortgage Rate on the
related Mortgage Loan from the date as to which interest was last paid through
the last day of the month in which such substitution occurs, shall be paid by
the party effecting such substitution to the Master Servicer for deposit into
the Certificate Account, and shall be treated as a Principal Prepayment
hereunder; (ii) is accruing interest at a rate of interest at least equal to
that of the Deleted Mortgage Loan; (iii) has a remaining term to stated maturity
not greater than, and not more than two years less than, that of the Deleted
Mortgage Loan; (iv) has an original Loan-to-Value Ratio not higher than that of
the Deleted Mortgage Loan and a current Loan-to-Value Ratio (equal to the
principal balance on the date of substitution divided by its current Appraised
Value) not higher than the current Loan-to-Value Ratio of the Deleted Mortgage
Loan and has a current Debt Service Coverage Ratio equal to or greater than the
current Debt Service Coverage Ratio of the Deleted Mortgage Loan; (v) will
comply with all of the representations and warranties relating to Mortgage Loans
set forth herein, as of the date of substitution; (vi) has a Phase I
Environmental Report relating to the related Mortgaged Property in its Mortgage
Files and such Phase I Environmental Report does not, in the good faith
reasonable judgment of the Special Servicer, consistent with the Servicing
Standard raise material issues that have not been adequately addressed; (vii)
has an engineering report relating to the related Mortgaged Property in its
Mortgage Files and such engineering report does not, in the good faith
reasonable judgment of the Special Servicer, consistent with the Servicing
Standard raise material issues that have not been adequately addressed; and
(viii) as to which the Trustee and the Paying Agent have received an Opinion of
Counsel, at the related Seller's expense, that such Mortgage Loan is a
"qualified replacement mortgage" within the meaning of Section 860G(a)(4) of the
Code; provided that no Mortgage Loan may have a Maturity Date after the date
three years prior to the Final Rated Distribution Date, and provided, further,
that no such Mortgage Loan shall be substituted for a Deleted Mortgage Loan
unless Rating Agency Confirmation is obtained, and provided, further that no
such Mortgage Loan shall be substituted for a Deleted Mortgage Loan unless the
Operating Adviser shall have approved of such substitution (provided, however,
that such approval of the Operating Adviser may not be unreasonably withheld).
In the event that



                                      -40-
<PAGE>

either one mortgage loan is substituted for more than one Deleted Mortgage Loan
or more than one mortgage loan is substituted for one or more Deleted Mortgage
Loans, then (A) the principal balance referred to in clause (i) above shall be
determined on the basis of aggregate principal balances and (B) the rates
referred to in clauses (ii) above and the remaining term to stated maturity
referred to in clause (iii) above shall be determined on a weighted average
basis. Whenever a Qualifying Substitute Mortgage Loan is substituted for a
Deleted Mortgage Loan pursuant to this Agreement, the party effecting such
substitution shall certify that such Mortgage Loan meets all of the requirements
of this definition and shall send such certification to the Paying Agent, which
shall deliver a copy of such certification to the Special Servicer, the Trustee
and the Operating Adviser promptly, and in any event within five Business Days
following the Paying Agent's receipt of such certification.

         "RATING AGENCIES" means Fitch and S&P.

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

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

         "REALIZED LOSS" means a Liquidation Realized Loss, a Modification Loss,
a Bankruptcy Loss or an Expense Loss. Realized Losses on a Mortgage Loan are
allocated first to the principal balance of, and then to interest on such
Mortgage Loan.

         "REALIZED PRINCIPAL LOSS" means (i) in the case of a Liquidation
Realized Loss, the amount of such Realized Loss, to the extent that it does not
exceed the principal balance of the Mortgage Loan (or deemed principal balance,
in the case of REO Property), (ii) in the case of a Modification Loss, the
amount of such Modification Loss described in clause (i) of the definition
thereof, (iii) in the case of a Bankruptcy Loss, the portion of such Realized
Loss attributable to the reduction in the principal balance of the related
Mortgage Loan, and (iv) in the case of an Expense Loss, the portion thereof not
treated as a Realized Interest Loss. Notwithstanding clause (iv) of the
preceding sentence, to the extent that Expense Losses (exclusive of Expense
Losses resulting from payment of the Special Servicing Fee) exceed amounts with
respect to the Mortgage Loans that were identified as allocable to principal,
such excess shall be treated as a Realized Interest Loss.



                                      -41-
<PAGE>

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

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

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

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

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

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

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

         "REHABILITATED MORTGAGE LOAN" means any Specially Serviced Mortgage
Loan with respect to which (i) three consecutive Scheduled Payments have been
made (in the case of any such Mortgage Loan that was modified, based on the
modified terms), or a complete defeasance shall have occurred, (ii) no other
Servicing Transfer Event has occurred and is continuing (or with respect to
determining whether a Required Appraisal Loan is a Rehabilitated Mortgage Loan
for applying Appraisal Reductions, no other Appraisal Event has occurred and is
continuing) and (iii) the Trust has been reimbursed for all costs incurred as a
result of the occurrence of a Servicing Transfer Event or such amounts have been
forgiven.

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

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

         "REMIC I" means the segregated pool of assets consisting of the
Mortgage Loans (other than any Excess Interest payable thereon), such amounts as
shall from time to time be held in the Certificate Account and the Distribution
Account (other than the portion thereof constituting the Excess Interest
Sub-account), the Insurance Policies and any REO Properties, for which a REMIC
election has been made pursuant to Section 12.1(a) hereof. Excess Interest on
the Mortgage Loans and the Excess Interest Sub-account shall constitute assets
of the Trust but shall not be a part of any REMIC Pool formed hereunder.



                                      -42-
<PAGE>

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

         "REMIC I NET MORTGAGE RATE" means, with respect to any Distribution
Date, as to any REMIC I Regular Interest, a rate per annum equal to the Adjusted
Mortgage Rate for the related Mortgage Loan for such Distribution Date (based on
the Mortgage Rate thereof, as of the Cut-Off Date and without regard to any
modification, waiver or amendment of the terms thereof following the Cut-Off
Date), minus the Administrative Cost Rate.

         "REMIC I REGULAR INTERESTS" means, collectively, the uncertificated
interests designated as "regular interests" in REMIC I, which shall consist of,
with respect to each Mortgage Loan, an interest having an initial Certificate
Balance equal to the Cut-Off Date Scheduled Principal Balance of such Mortgage
Loan, and which has a Pass-Through Rate equal to the REMIC I Net Mortgage Rate
of such Mortgage Loan; provided, however, that for purposes of this definition
only the REMIC I Net Mortgage Rate of such Mortgage Loan shall exclude the
portion of interest consisting of Excess Interest, if any, relating thereto.

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

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

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

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

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

         "REMIC II REGULAR INTEREST A-4A" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $16,962,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

         "REMIC II REGULAR INTEREST A-4B" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $559,000,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.



                                      -43-
<PAGE>

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

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

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

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

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

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

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

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

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

         "REMIC II REGULAR INTEREST L" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance



                                      -44-
<PAGE>

equal to the Aggregate Certificate Balance of the Class L Certificates, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

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

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

         "REMIC II REGULAR INTERESTS" means, collectively, the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-3,
REMIC II Regular Interest A-4A, REMIC II Regular Interest A-4B, 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 K, REMIC II Regular Interest L, REMIC II Regular Interest M and REMIC
II Regular Interest N.

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

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

         "REMIC III REGULAR INTERESTS" means, collectively, the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4
Certificates, Class X Certificates, Class B Certificates, Class C Certificates,
Class D Certificates, Class E Certificates, Class F Certificates, Class G
Certificates, Class H Certificates, Class J Certificates, Class K Certificates,
Class L Certificates, Class M Certificates and Class N Certificates. References
to REMIC III Regular Certificates will, with respect to the Class N
Certificates, be considered to refer to the Class N REMIC Interest that is a
"regular interest" in REMIC III, where appropriate.

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

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

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



                                      -45-
<PAGE>

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

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

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

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

         "REO INCOME" means, with respect to any REO Property for any Collection
Period, all income received in connection with such REO Property during such
period less any operating expenses, utilities, real estate taxes, management
fees, insurance premiums, expenses for maintenance and repairs and any other
capital expenses directly related to such REO Property paid during such period
and with respect to the Pari Passu Loan (if the 2000-WF2 Special Servicer has
foreclosed upon the Mortgaged Property secured by the Pari Passu Mortgage), the
portion thereof allocable to the Pari Passu Loan.

         "REO MORTGAGE LOAN" means a Mortgage Loan as to which the related
Mortgaged Property is an REO Property.

         "REO PROPERTY" means a Mortgaged Property (or an interest therein, in
the case of the Mortgaged Property securing the Pari Passu Loan and the 2000-WF2
Trust Fund Mortgage Loan) acquired by the Trust through foreclosure,
deed-in-lieu of foreclosure, abandonment or reclamation from bankruptcy in
connection with a Defaulted Mortgage Loan or otherwise treated as foreclosure
property under the REMIC Provisions.

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

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

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

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

         "RESIDUAL CERTIFICATES" means, with respect to REMIC I, the Class R-I
Certificates, with respect to REMIC II, the Class R-II Certificates, and with
respect to REMIC III, the Class R-III Certificates.

         "RESPONSIBLE OFFICER" means, when used with respect to the initial
Trustee or the Fiscal Agent, any officer assigned to the Asset-Backed Securities
Trust Services Group, or with respect to the Paying Agent, any officer assigned
to the Corporate Trust Services Group, each



                                      -46-
<PAGE>

with specific responsibilities for the matters contemplated by this Agreement
and when used with respect to any successor Trustee, Fiscal Agent or Paying
Agent, any Vice President, Assistant Vice President, corporate trust officer or
any assistant corporate trust officer or persons performing similar roles on
behalf of the Trustee, Fiscal Agent or Paying Agent.

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

         "REVERSE SEQUENTIAL ORDER" means sequentially to the Class N, Class M,
Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D, Class C,
Class B and Class A Certificates.

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

         "RULE 144A-IAI GLOBAL CERTIFICATE" means, with respect to any Class of
Certificates offered and sold in reliance on Rule 144A or to certain
institutional "accredited investors" within the meaning of Rule 501(a)(1), (2),
(3) or (7) of Regulation D of the 1933 Act, a single, permanent global
Certificate, in definitive, fully registered form without interest coupons.

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc. or its successor in interest.

         "SCHEDULED PAYMENT" means each scheduled payment of principal of,
and/or interest on, a Mortgage Loan required to be paid on its Due Date by the
Mortgagor in accordance with the terms of the related Mortgage Note (excluding
all amounts of principal and interest which were due on or before the Cut-Off
Date, whenever received, and taking account of any modifications thereof and the
effects of any Debt Service Reduction Amounts and Deficient Valuation Amounts).

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

         "SELLER" means JHREF, Principal, Wells Fargo, BSF or MSDWMC as the case
may be.

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



                                      -47-
<PAGE>

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

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

         "SERVICER MORTGAGE FILE" means copies of the mortgage documents listed
in the definition of Mortgage File relating to a Mortgage Loan and the other
documents referenced in Section 2.1(d).

         "SERVICING ADVANCE" means any cost or expense of the Master Servicer,
the Trustee or the Fiscal Agent, as the case may be, designated as a Servicing
Advance pursuant to this Agreement and any other costs and expenses incurred by
the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as
the case may be, to protect and preserve the security for such Mortgage Loan.

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

         "SERVICING STANDARD" means, with respect to the Master Servicer or the
Special Servicer, as the case may be, to service and administer the Mortgage
Loans 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 good faith and reasonable judgment), in
accordance with applicable law, the terms of this Agreement and the terms of the
respective Mortgage Loans and, to the extent consistent with the foregoing,
further as follows:

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

         (b) with a view to the timely collection of all scheduled payments of
principal and interest under the Mortgage Loans or, if a Mortgage Loan comes
into and continues in default and if, in the good faith and reasonable judgment
of the Special Servicer, no satisfactory arrangements can be made for the
collection of the delinquent payments, the maximization of the



                                      -48-
<PAGE>

recovery on such Mortgage Loan to the Certificateholders (as a collective whole)
on a present value basis (the relevant discounting of anticipated collections
that will be distributable to Certificateholders to be performed at the related
REMIC I Net Mortgage Rate);

and without regard to: (I) any other relationship that the Master Servicer or
the Special Servicer, as the case may be, or any Affiliate thereof may have with
the related Mortgagor; (II) the ownership of any Certificate by the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof;
(III) the Master Servicer's obligation to make Advances; and (IV) the right of
the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any
Affiliate thereof), as the case may be, to receive reimbursement of costs, or
the sufficiency of any compensation payable to it, hereunder or with respect to
any particular transaction.

         "SERVICING TRANSFER EVENT" means the occurrence of any of the following
events: (i) any Mortgage Loan as to which a Balloon Payment is past due, and the
Master Servicer has determined, in its good faith reasonable judgment in
accordance with the Servicing Standard, that payment is unlikely to be made on
or before the 60th day succeeding the date the Balloon Payment was due, or any
other payment is more than 60 days past due or has not been made on or before
the second Due Date following the due date such payment was due; (ii) any
Mortgage Loan as to which, to the Master Servicer's knowledge, the Mortgagor has
consented to the appointment of a receiver or conservator in any insolvency or
similar proceeding of, or relating to, such Mortgagor or to all or substantially
all of its property, or the Mortgagor has become the subject of a decree or
order issued under a bankruptcy, insolvency or similar law and such decree or
order shall have remained undischarged or unstayed for a period of 30 days;
(iii) any Mortgage Loan as to which the Master Servicer shall have received
notice of the foreclosure or proposed foreclosure of any other lien on the
Mortgaged Property; (iv) any Mortgage Loan as to which the Master Servicer has
knowledge of a default (other than a failure by the related Mortgagor to pay
principal or interest) which in the good faith reasonable judgment of the Master
Servicer materially and adversely affects the interests of the
Certificateholders and which has occurred and remains unremedied for the
applicable grace period specified in such Mortgage Loan (or, if no grace period
is specified, 60 days); (v) any Mortgage Loan as to which the Mortgagor admits
in writing its inability to pay its debts generally as they become due, files a
petition to take advantage of any applicable insolvency or reorganization
statute, makes an assignment for the benefit of its creditors or voluntarily
suspends payment of its obligations; and (vi) any Mortgage Loan as to which, in
the good faith reasonable judgment of the Master Servicer, (a) a payment default
is imminent or is likely to occur within 60 days, or (b) any other default is
imminent or is likely to occur within 60 days and such default, in the judgment
of the Master Servicer, is reasonably likely to materially and adversely affect
the interests of the Certificateholders.

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



                                      -49-
<PAGE>

the debts or obligations of any other Person; (vi) does not commingle its assets
or funds with those of any other Person; (vii) transacts business with
affiliates on an arm's length basis pursuant to written agreements; and (viii)
holds itself out as being a legal entity, separate and apart from any other
Person, and otherwise complies with the single-purpose requirements established
by the Rating Agencies. The entity's organizational documents also provide that
any dissolution and winding up or insolvency filing for such entity requires the
unanimous consent of all partners or members, as applicable, and that such
documents may not be amended with respect to the Single-Purpose Entity
requirements.

         "SPECIAL SERVICER" means GMAC Commercial Mortgage Corporation, or any
successor Special Servicer as herein provided.

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

         "SPECIAL SERVICER MONTHLY REPORTS" mean the reports substantially in
the form of Exhibit O attached hereto.

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

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

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

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

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



                                      -50-
<PAGE>

Rehabilitated Mortgage Loan with respect to such Servicing Transfer Event,
unless and until the Master Servicer notifies the Special Servicer, the Paying
Agent and the Trustee, in accordance with Section 8.1(b) that another Servicing
Transfer Event with respect to such Mortgage Loan exists or occurs.

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

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

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

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

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

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

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

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

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

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

         "TRUST" means the trust created pursuant to this Agreement, the assets
which consist of all the assets of REMIC I (including the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Insurance Policies, any REO Properties and other items
referred to in Section 2.1(a) hereof), REMIC II and REMIC III and the Excess
Interest Sub-account and any Excess Interest on the Mortgage Loans.

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

         "TRUSTEE FEE" means for each calendar month, as to each Mortgage Loan
(including REO Mortgage Loans and Defeasance Loans), the portion of the Trustee
Fee Rate



                                      -51-
<PAGE>

applicable to such month (determined using the same interest accrual methodology
that is applied with respect to the Mortgage Rate for such Mortgage Loan for
such month) multiplied by the Scheduled Principal Balance of each Mortgage Loan
immediately before the Due Date occurring in such month, provided that a portion
of the Trustee Fee agreed upon between the Trustee and the Paying Agent shall be
applied to pay the Paying Agent Fee.

         "TRUSTEE FEE RATE" means .0022% per annum (which includes the Paying
Agent Fee).

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

         "2000-WF2 DEPOSITOR" means the "depositor" under the 2000-WF2 Pooling
and Servicing Agreement, which as of the date hereof is Bear Stearns Commercial
Mortgage Securities Inc.

         "2000-WF2 FISCAL AGENT" means the "fiscal agent" under the 2000-WF2
Pooling and Servicing Agreement, which as of the date hereof is ABN AMRO Bank
N.V.

         "2000-WF2 PAYING AGENT" means the "paying agent" under the 2000-WF2
Pooling and Servicing Agreement, which as of the date hereof is Wells Fargo Bank
Minnesota, National Association.

         "2000-WF2 POOLING AND SERVICING AGREEMENT" means the pooling and
servicing agreement dated as of October 1, 2000 by and among the 2000-WF2
Depositor, the 2000-WF2 Fiscal Agent, the 2000-WF2 Servicer, the 2000-WF2
Special Servicer, 2000-WF2 Paying Agent and the 2000-WF2 Trustee, pursuant to
which the 2000-WF2 Depositor issued its Commercial Mortgage Pass-Through
Certificates, Series 2000-WF2.

         "2000-WF2 SERVICER" means the "servicer" under the 2000-WF2 Pooling and
Servicing Agreement, which as of the date hereof is Wells Fargo Bank, National
Association.

         "2000-WF2 SPECIAL SERVICER" means the "special servicer" under the
2000-WF2 Pooling and Servicing Agreement, which as of the date hereof is GMAC
Commercial Mortgage Corporation.

         "2000-WF2 TRUSTEE" means the "trustee" under the 2000-WF2 Pooling and
Servicing Agreement, which as of the date hereof is LaSalle Bank National
Association (formerly known as LaSalle National Bank).

         "2000-WF2 TRUST FUND MORTGAGE LOAN" means the mortgage loan secured by
the Pari Passu Mortgage on a pari passu basis with the Pari Passu Loan. The
2000-WF2 Trust Fund Mortgage Loan is not a Mortgage Loan. The 2000-WF2 Trust
Fund Mortgage Loan is



                                      -52-
<PAGE>

included in a trust fund created in connection with the issuance of the 2000-WF2
Depositor's Commercial Mortgage Pass-Through Certificates, Series 2000-WF2.

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

         "UNITED STATES PERSON" means (i) any natural person resident in the
United States, (ii) any partnership or corporation organized or incorporated
under the laws of the United States or any state thereof or the District of
Columbia, (iii) any estate of which an executor or administrator is a United
States Person (other than an estate governed by foreign law and of which at
least one executor or administrator is a non-United States Person who has sole
or shared investment discretion with respect to its assets), (iv) any trust of
which any trustee is a United States Person (other than a trust of which at
least one trustee is a non-United States Person and has sole or shared
investment discretion with respect to its assets), (v) any agency or branch of a
foreign entity located in the United States, (vi) any non-discretionary or
similar account (other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a United States Person, (vii) any
discretionary or similar account (other than an estate or trust) held by a
dealer or other fiduciary organized, incorporated or (if an individual) resident
in the United States (other than such an account held for the benefit or account
of a non-United States Person), (viii) any partnership or corporation organized
or incorporated under the laws of a foreign jurisdiction and formed by a United
States Person principally for the purpose of investing in securities not
registered under the 1933 Act (unless it is organized or incorporated, and
owned, by accredited investors within the meaning of Rule 501(A) under the 1933
Act who are not natural persons, estates or trusts); provided, however, that the
term "United States Person" shall not include (A) a branch or agency of a United
States Person that is located and operating outside the United States for valid
business purposes as a locally regulated branch or agency engaged in the banking
or insurance business, (B) any employee benefit plan established and
administered in accordance with the law, customary practices and documentation
of a foreign country and (C) the international organizations set forth in
Section 902(o)(7) of Regulation S under the 1933 Act and any other similar
international organizations, and their agencies, affiliates and pension plans.

         "UNITED STATES TAX PERSON" means any of (i) a citizen or resident of
the United States, (ii) corporation or partnership organized in or under the
laws of the United States or any political subdivision thereof, (iii) an estate
the income of which is includible in gross income for United States tax
purposes, regardless of its source or (iv) a trust if a court within the United
States is able to exercise primary supervision over the administration of such
trust, and one or more United States Tax Persons has the authority to control
all substantial decisions of such trust.

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



                                      -53-
<PAGE>

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

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

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

         "WELLS FARGO" has the meaning assigned in the Preliminary Statement
hereto.

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

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

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

         (b) Unless otherwise required by law or the applicable Mortgage Loan
documents, any amounts received in respect of a Mortgage Loan as to which a
default has occurred and is continuing shall be applied first to overdue
interest due with respect to such Mortgage Loan at the Mortgage Rate thereof,
next to current interest due with respect to such Mortgage Loan at the Mortgage
Rate thereof, next to the reduction of the principal balance of such Mortgage
Loan to zero if such Mortgage Loan has been accelerated and in respect of any
scheduled payments of principal then due to the extent that such Mortgage Loan
has not yet been



                                      -54-
<PAGE>

accelerated, next to any default interest and other amounts due on such Mortgage
Loan and finally to Late Fees due with respect to such Mortgage Loan.

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

         SECTION 1.4 INTERPRETATION.

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

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

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

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

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

         SECTION 1.5 ARD LOAN. Notwithstanding any provision of this Agreement;

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



                                      -55-
<PAGE>

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

         (c) Neither the Master Servicer nor the Special Servicer shall take any
enforcement action with respect to the payment of Excess Interest unless the
taking of such action is consistent with the Servicing Standard and all other
amounts due under such Mortgage Loan have been paid, and, in the good faith and
reasonable judgment of the Master Servicer and the Special Servicer, as the case
may be, the Liquidation Proceeds expected to be recovered in connection with
such enforcement action will cover the anticipated costs of such enforcement
action and, if applicable, any associated interest thereon.

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

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

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

         SECTION 2.1 CONVEYANCE OF MORTGAGE LOANS.

         (a) Effective as of the Closing Date, the Depositor does hereby assign
in trust to the Trustee, without recourse, for the benefit of the
Certificateholders all the right, title and interest of the Depositor, in, to
and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii)
the Depositor's rights under each Mortgage Loan Purchase Agreement that are
permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii)
the Initial Deposit, (iv) the 2000-WF2 Depositor's rights under the Pari Passu
Intercreditor Agreement and the 2000-WF2 Pooling and Servicing Agreement with
respect to the servicing of the Pari Passu Loan and (v) all other assets
included or to be included in REMIC I for the benefit of REMIC II and REMIC III.
Such assignment includes all interest and principal received or receivable on or
with respect to the Mortgage Loans and due after the Cut-Off Date. The transfer
of the Mortgage Loans and the related rights and property accomplished hereby is
absolute and is intended by the parties to constitute a sale. In connection with
the initial sale of the Certificates by the Depositor, the purchase price to be
paid includes a portion attributable to interest accruing on the Certificates
from and after the Cut-Off Date. The transfer and assignment of the Pari Passu
Loan



                                      -56-
<PAGE>

to the Trustee and the right to service such Mortgage Loan is subject to the
terms and conditions of the 2000-WF2 Pooling and Servicing Agreement.

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

         (c) The applicable Seller shall, at its expense as to each Mortgage
Loan, promptly (and in any event within 45 days following the receipt thereof)
cause to be submitted for recording or filing, as the case may be, in the
appropriate public office for real property records or UCC financing statements,
as appropriate, each assignment to the Trustee referred to in clauses (iv),
(vi)(B) and (ix)(B) of the definition of "Mortgage File". Each such assignment
shall reflect that it should be returned by the public recording office to the
Trustee following recording or filing; provided that in those instances where
the public recording office retains the original Assignment of Mortgage,
assignment of Assignment of Leases or assignment of UCC financing statements,
the applicable Seller shall obtain therefrom a certified copy of the recorded
original. The applicable Seller shall forward copies thereof to the Trustee and
the Special Servicer. If any such document or instrument is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, the
applicable Seller shall, pursuant to the applicable Mortgage Loan Purchase
Agreement, promptly prepare or cause to be prepared a substitute therefor or
cure such defect, as the case may be, and thereafter the applicable Seller shall
upon receipt thereof cause the same to be duly recorded or filed, as
appropriate.

                  The parties acknowledge the obligation of each Seller pursuant
to Section 2 of the related Mortgage Loan Purchase Agreement to deliver to the
Trustee, on or before the fifth Business Day after the Closing Date, five
limited powers of attorney substantially in the form attached as Exhibit C to
the Primary Servicing Agreements in favor of the Trustee and the Special
Servicer to empower the Trustee and, in the event of the failure or incapacity
of the Trustee, the Special Servicer, to submit for recording, at the expense of
the applicable Seller, any mortgage loan documents required to be recorded as
described in the preceding paragraph and any intervening assignments with
evidence of recording thereon that are required to be included in the Mortgage
Files (so long as original counterparts have previously been delivered to the
Trustee). The Sellers agree to reasonably cooperate with the Trustee and the
Special Servicer in connection with any additional powers of attorney or
revisions thereto that are requested by such parties for purposes of such
recordation. The Trustee and each other party hereto agrees that no such power
of attorney shall be used with respect to any Mortgage Loan by or under
authorization by any party hereto except that to the extent that the absence of
a document described in the second preceding sentence with respect to such
Mortgage Loan remains



                                      -57-
<PAGE>

unremedied as of the earlier of (i) the date that is 180 days following the
delivery of notice of such absence to the related Seller, but in no event
earlier than 18 months from the Closing Date, and (ii) the date (if any) on
which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Trustee
shall submit such documents for recording, at the related Seller's expense,
after the periods set forth above provided, however, the Trustee shall not
submit such assignments for recording if the applicable Seller produces evidence
that it has sent any such assignment for recording and certifies that it is
awaiting its return from the applicable recording office.

         (d) All relevant servicing or loan documents and records in the
possession of the Depositor or the Sellers that relate to the Mortgage Loans and
that are not required to be a part of a Mortgage File in accordance with the
definition thereof shall be delivered to the Master Servicer or the Primary
Servicer on its behalf, on or before the Closing Date and shall be held by the
Master Servicer or Primary Servicer on behalf of the Trustee in trust for the
benefit of the Certificateholders. The Depositor shall deliver or cause the
related Seller to deliver to the Special Servicer a copy of each Mortgage File
to the extent that (i) such copy has not previously been delivered to the
Special Servicer and (ii) the Special Servicer requests (in writing) such copy
within 180 days following the Closing Date. The Depositor shall deliver or cause
the related Seller to deliver such copy within a reasonable period following
such request by the Special Servicer.

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

         (f) In connection herewith, the Depositor has acquired the Principal
Loans from Principal, the JHREF Loans from JHREF, the Wells Fargo Loans from
Wells Fargo, the BSF Loans from BSF and the MSDWMC Loans from MSDWMC. The
Depositor will deliver the original Mortgage Notes (or lost note affidavits with
copies of the related Mortgage Notes, as described in the definition of Mortgage
File) relating to the Principal Loans to the Trustee, endorsed as otherwise
provided herein, to effect the transfer to the Trustee of such Mortgage Notes
and all related deeds of trust, mortgages and other loan documents. The
Depositor will deliver the original Mortgage Notes (or lost note affidavits with
a copies of the related Mortgage Notes, as described in the definition of
Mortgage File) relating to the JHREF Loans to the Trustee, endorsed as otherwise
provided herein, to effect the transfer to the Trustee of such Mortgage Notes
and all related deeds of trust, mortgages and other loan documents. The
Depositor will deliver the original Mortgage Notes (or lost note affidavits with
copies of the related Mortgage Notes, as described in the definition of Mortgage
File) relating to the Wells Fargo Loans to the Trustee, endorsed as otherwise
provided herein, to effect the transfer to the Trustee of such Mortgage Notes
and all related deeds of trust, mortgages and other loan documents. The
Depositor will deliver the original Mortgage Notes (or lost note affidavits with
copies of the related Mortgage Notes, as described in the definition of Mortgage
File) relating to the BSF Loans to the Trustee, endorsed as otherwise provided
herein, to effect the transfer to the Trustee of such Mortgage Notes and all
related deeds of trust, mortgages and other loan



                                      -58-
<PAGE>

documents. The Depositor will deliver the original Mortgage Notes (or lost note
affidavits with copies of the related Mortgage Notes, as described in the
definition of Mortgage File) relating to the MSDWMC Loans to the Trustee,
endorsed as otherwise provided herein, to effect the transfer to the Trustee of
such Mortgage Notes and all related deeds of trust, mortgages and other loan
documents. To avoid the unnecessary expense and administrative inconvenience
associated with the execution and recording of multiple assignment documents,
Principal, JHREF, Wells Fargo, BSF and MSDWMC, as applicable, are required under
the Mortgage Loan Purchase Agreements to deliver Assignments of Mortgages and
assignments of Assignments of Leases and assignments of UCC financing statements
naming the Trustee, on behalf of the Certificateholders, as assignee.
Notwithstanding the fact that the assignments shall name the Trustee, on behalf
of the Certificateholders, as the assignee, the parties hereto acknowledge and
agree that for all purposes the Principal Loans shall be deemed to have been
transferred from Principal to the Depositor, the JHREF Loans shall be deemed to
have been transferred from JHREF to the Depositor, the Wells Fargo Loans shall
be deemed to have been transferred from Wells Fargo to the Depositor, the BSF
Loans shall be deemed to have been transferred from BSF to the Depositor and the
MSDWMC Loans shall be deemed to have been transferred from MSDWMC to the
Depositor, and all Mortgage Loans shall be deemed to have been transferred from
the Depositor to the Trustee on behalf of the Certificateholders.

         SECTION 2.2 ACCEPTANCE BY TRUSTEE. The Trustee will hold (i) the
documents constituting a part of the Mortgage Files delivered to it (ii) the
REMIC I Regular Interests, and (iii) the REMIC II Regular Interests, in each
case, in trust for the use and benefit of all present and future
Certificateholders.


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



                                      -59-
<PAGE>

Mortgage Loan Schedule respecting such Mortgage Loan accurately reflects the
information contained in the documents in the Mortgage File, and (D) each
Mortgage Note has been endorsed. Notwithstanding the foregoing, the delivery of
a commitment to issue a Title Insurance Policy in lieu of the delivery of the
actual Title Insurance Policy shall not be considered a Material Document Defect
with respect to any Mortgage File if such actual Title Insurance Policy is
delivered to the Trustee or a Custodian on its behalf not later than the 180th
day following the Closing Date. The Trustee shall deliver to the Master
Servicer, the Special Servicer, the Operating Adviser and each Seller a copy of
such Final Certification.

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

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



                                      -60-
<PAGE>

make available a copy thereof to other Certificateholders pursuant to Section
5.4(d). Promptly, and in any event within two Business Days, following any
request therefor by the Depositor, the Master Servicer, the Special Servicer or
the Operating Adviser that is made later than two years following the Closing
Date, the Custodian (or the Trustee) shall deliver an updated schedule of
exceptions (to the extent the prior schedule showed exceptions) to the
requesting Person and the Paying Agent, which shall make available a copy
thereof pursuant to Section 5.4(d).

         If, in the course of such review, the Trustee finds any document
constituting a part of a Trustee Mortgage File which does not meet the
requirements of clauses (ii)(A) through (D) in the third preceding paragraph,
the Trustee shall promptly notify the applicable Seller, the Master Servicer,
the Special Servicer, the Operating Adviser, and the Depositor in writing and
the Master Servicer shall, and the Special Servicer may, request such Seller to
correct or cure such defect in the manner and within the period or periods set
forth in the applicable Mortgage Loan Purchase Agreement and absent such
correction or cure, and, in the case of a defect which results from a failure to
meet one or more requirements of clauses (ii)(A) through (C) in the third
preceding paragraph, such defect materially and adversely affects the value of
the related Mortgage Loan or the interest of the Trustee in the related Mortgage
Loan (in the good faith judgment of the Master Servicer or the Trustee), or in
any event in the case of a defect under (ii)(D), the Trustee shall, and the
Special Servicer may, request the applicable Seller, at such Seller's election,
to, and such Seller shall be required promptly upon such request, either (i)
substitute for the related Mortgage Loan, without recourse, a Qualifying
Substitute Mortgage Loan or Loans, which substitution shall be accomplished in
the manner and subject to the conditions set forth in Section 2.3; or (ii)
purchase such Mortgage Loan from the Trust at the Purchase Price therefor in
accordance with the related Mortgage Loan Purchase Agreement. The Purchase Price
for any such Mortgage Loan shall be paid to the Master Servicer and deposited by
the Master Servicer in the Certificate Account. Upon receipt by the Trustee of
written notification of deposit of the Purchase Price or other amount required
of the applicable Seller, signed by a Servicing Officer of the Master Servicer
(which notification shall include a statement as to the accuracy of the
calculation of the Purchase Price or other required deposit), the Trustee shall
release the related Trustee Mortgage File to the applicable Seller and the
Trustee and the Depositor shall execute and deliver such instruments of transfer
or assignment in the forms presented to it, in each case without recourse,
representation or warranty as shall be necessary to vest in such Seller, or its
designee, title (to the extent that such title was transferred to the Depositor
or the Trustee) to any Mortgage Loan released pursuant hereto, including title
to any property acquired in respect of such Mortgage Loan or proceeds of any
insurance policy with respect thereto.

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

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

         (a) If any party hereto discovers that any document or documents
constituting a part of a Mortgage File has not been delivered as and when
required, has not been properly executed, or is defective on its face or
discovers or receives notice of a breach of any of the



                                      -61-
<PAGE>

representations and warranties relating to the Mortgage Loans required to be
made by a Seller regarding the characteristics of the Mortgage Loans and/or
related Mortgage Properties as set forth in the related Mortgage Loan Purchase
Agreements, and in either case such defect or breach either (i) materially and
adversely affects the interests of the holders of the Certificates in the
related Mortgage Loan, or (ii) both (A) the document defect or breach materially
and adversely affects the value of the Mortgage Loan and (B) the Mortgage Loan
is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan, (such a
document defect described in the preceeding clause (i) or (ii), a "Material
Document Defect", and such a breach described in the preceding clause (i) or
(ii), a "Material Breach") such party shall give prompt written notice to the
other parties hereto and to each Rating Agency. Promptly (but in any event
within three Business Days) upon becoming aware of any such Material Document
Defect or Material Breach, the Master Servicer shall, and the Special Servicer
may, request that the related Seller, not later than 85 days from such Seller's
receipt of the notice of such Material Document Defect or Material Breach, cure
such Material Document Defect or Material Breach, as the case may be, in all
material respects; provided, however, that if such Material Document Defect or
Material Breach, as the case may be, cannot be corrected or cured in all
material respects within such 85-day period, and such Material Document Defect
or Material Breach would not cause the Mortgage Loan to be other than a
"qualified mortgage" (as defined in the Code) but the related Seller is
diligently attempting to effect such correction or cure, as certified by such
Seller in an Officer's Certificate delivered to the Trustee, then the cure
period will be extended for an additional 90 days unless, solely in the case of
a Material Document Defect, (x) the Mortgage Loan is then a Specially Serviced
Mortgage Loan and a Servicing Transfer Event has occurred as a result of a
monetary default or as described in clause (ii) or clause (v) of the definition
of "Servicing Transfer Event" and (y) the Material Document Defect was
identified in a certification delivered to the Seller by the Trustee pursuant to
Section 2.2 not less than 85 days prior to the delivery of the notice of such
Material Document Defect. The parties acknowledge that neither delivery of a
certification or schedule of exceptions to a Seller pursuant to Section 2.2 or
otherwise nor possession of such certification or schedule by the Seller shall,
in and of itself, constitute delivery of notice of any Material Document Defect
or knowledge or awareness by the Seller of any Material Document Defect listed
therein.

         If any such Material Document Defect or Material Breach cannot be
corrected or cured in all material respects within the above cure periods, the
related Seller will be obligated, not later than the last day of such permitted
cure period, to (i) repurchase the affected Mortgage Loan from the Trust at the
applicable Purchase Price in accordance with the related Mortgage Loan Purchase
Agreement, or (ii) if within the three-month period commencing on the Closing
Date (or within the two-year period commencing on the Closing Date if the
related Mortgage Loan is a "defective obligation" within the meaning of Section
860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), at
the related Seller's option, replace such Mortgage Loan with a Qualifying
Substitute Mortgage Loan. If such Material Document Defect or Material Breach
would cause the Mortgage Loan to be other than a "qualified mortgage" (as
defined in the Code), then notwithstanding the previous sentence, the repurchase
must occur within 85 days from the date the related Seller was notified of the
defect and substitution must occur within the sooner of (i) 85 days from the
date the related Seller was notified of the defect or (ii) two years from the
Closing Date.



                                      -62-
<PAGE>

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

         The Master Servicer shall amend or cause to be amended the Mortgage
Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the
substitution of the Qualifying Substitute Mortgage Loan or Loans and upon such
amendment the Master Servicer shall deliver or cause to be delivered such
amended Mortgage Loan Schedule to the Trustee, the Paying Agent and the Special
Servicer. Upon such substitution, the Qualifying Substitute Mortgage Loan or
Loans shall be subject to the terms of this Agreement in all respects. Upon
receipt of the Trustee Mortgage File pertaining to any Qualifying Substitute
Mortgage Loans, the Trustee shall release the Trustee Mortgage File relating to
such Deleted Mortgage Loan to the related Seller, and the Trustee (and the
Depositor, if necessary) shall execute and deliver such instruments of transfer
or assignment in the form presented to it, in each case without recourse,
representation or warranty, as shall be necessary to vest title (to the extent
that such title was transferred to the Trustee or the Depositor) in the related
Seller or its designee to any Deleted Mortgage Loan (including any property
acquired in respect thereof or any insurance policy proceeds relating thereto)
substituted for pursuant to this Section 2.3.

         If (x) a Mortgage Loan is to be repurchased or replaced as contemplated
above, (y) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans and (z) the applicable document defect or
breach does not constitute a Material Document Defect or Material Breach, as the
case may be, as to such other Mortgage Loans (without regard to this paragraph),
then the applicable document defect or breach (as the case may be) shall be
deemed to constitute a Material Document Defect or Material Breach (as the case
may be) as to each such other Mortgage Loan for purposes of the above
provisions, and the related Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above unless, in
the case of a breach, both of the following conditions would be satisfied if the
related Seller were to repurchase or replace only those Mortgage Loans as to
which a Material Breach had occurred without regard to this paragraph (the
"Affected Loan(s)"): (i) the Debt Service Coverage Ratio for all such other
Mortgage Loans (excluding the Affected Loan(s)) for the four calendar quarters
immediately preceding the repurchase or replacement is not less than 0.10x below
the lesser of (A) the debt service coverage ratio for all such other Mortgage
Loans (excluding the Affected Loan(s)) set forth in Annex A to the Final
Prospectus Supplement and (B) the debt service coverage ratio for all such
Mortgage Loans that are cross-collateralized and cross-defaulted with one
another (including the Affected Loan(s)) for the four preceding calendar
quarters preceding the repurchase or



                                      -63-
<PAGE>

replacement, and (ii) the Loan-to-Value Ratio for all such other Mortgage Loans
(excluding the Affected Loan(s)) is not greater than 10% more than the greater
of (A) the loan-to-value ratio for all such other Mortgage Loans (excluding the
Affected Loan(s)) set forth in Annex A to the Final Prospectus Supplement and
(B) the loan-to-value ratio for all such Mortgage Loans that are
cross-collateralized and cross-defaulted with one another (including the
Affected Loan(s)), at the time of repurchase or replacement. The determination
of the Master Servicer as to whether the conditions set forth above have been
satisfied shall be conclusive and binding in the absence of manifest error. The
Master Servicer will be entitled to cause to be delivered, or direct the related
Seller to (in which case the related Seller shall) cause to be delivered to the
Master Servicer, an Appraisal of any or all of the related Mortgaged Properties
for purposes of determining whether the condition set forth in clause (ii) above
has been satisfied, in each case at the expense of the related Seller if the
scope and cost of the Appraisal is approved by the related Seller (such approval
not to be unreasonably withheld).

         With respect to any Mortgage Loan that is cross-defaulted and/or
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the applicable Seller is required to repurchase or substitute for
such Mortgage Loan (each, a "Repurchased Loan") in the manner prescribed above
while the Trustee continues to hold any other Mortgage Loan that is
cross-collateralized and/or cross-defaulted (each, a "Cross-Collateralized
Loan") with such Repurchased Loan, the applicable Seller and the Depositor have
agreed in the related Mortgage Loan Purchase Agreement to forebear from
enforcing any remedies against the other's Primary Collateral but each is
permitted to exercise remedies against the Primary Collateral securing its
respective Mortgage Loans, including with respect to the Trustee, the Primary
Collateral securing Mortgage Loans still held by the Trustee, so long as such
exercise does not impair the ability of the other party to exercise its remedies
against its Primary Collateral. If the exercise of remedies by one party would
impair the ability of the other party to exercise its remedies with respect to
the Primary Collateral securing the Mortgage Loan or Mortgage Loans held by such
party, then both parties have agreed to forbear from exercising such remedies
until the loan documents evidencing and securing the relevant Mortgage Loans can
be modified in a manner that complies with the applicable Mortgage Loan Purchase
Agreement to remove the threat of impairment as a result of the exercise of
remedies. Any reserve or other cash collateral or letters of credit securing the
Cross-Collateralized Loans shall be allocated between such Mortgage Loans in
accordance with the Mortgage Loan documents, or otherwise on a pro rata basis
based upon their outstanding Principal Balances. All other terms of the Mortgage
Loans shall remain in full force and effect, without any modification thereof.
The Mortgagors set forth on Schedule VIII hereto are intended third-party
beneficiaries of the provision set forth in this paragraph. The provisions of
this paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.


         Any of the following document defects shall be conclusively presumed
materially and adversely to affect the interests of Certificateholders in a
Mortgage Loan and be a Material Document Defect: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity that appears to be regular
on its face; (b) the absence from the Mortgage File of the original signed
Mortgage (or with respect to the Pari Passu Loan, a copy thereof) that appears
to be regular on its face, unless there is included in the Mortgage File a
certified copy of the Mortgage by the local authority with which the Mortgage
was recorded; or (c) the absence from the Mortgage File of the item



                                      -64-
<PAGE>

called for by paragraph (viii) of the definition of Mortgage File. If any of the
foregoing Material Document Defects is discovered by the Custodian (or the
Trustee if there is no Custodian), the Trustee (or as set forth in Section
2.3(a), the Master Servicer) will take the steps described elsewhere in this
section, including the giving of notices to the Rating Agencies and the parties
hereto and making demand upon the related Seller for the cure of the document
defect or repurchase or replacement of the related Mortgage Loan.

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

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

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



                                      -65-
<PAGE>

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

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


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

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

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

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



                                      -66-
<PAGE>

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

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

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

         SECTION 2.5 CONVEYANCE OF INTERESTS. Effective as of the Closing Date,
the Depositor does hereby transfer, assign, set over, deposit with and otherwise
convey to the Trustee, without recourse, in trust, all the right, title and
interest of the Depositor in and to (i) the REMIC I Regular Interests in
exchange for the REMIC II Interests and (ii) the REMIC II Regular Interests in
exchange for the REMIC III Certificates.

                                  ARTICLE III

                                THE CERTIFICATES

         SECTION 3.1 THE CERTIFICATES. The Certificates shall be in
substantially the forms set forth in Exhibits A-1 through A-21 hereto, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Agreement or as may in the reasonable judgment of
the Trustee or the Depositor be necessary, appropriate or convenient to comply,
or facilitate compliance, with applicable laws, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
on which any of the Certificates may be listed, or as may, consistently
herewith, be determined by the officers executing such Certificates, as
evidenced by their execution thereof.

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

         (b) The Class A Certificates will be issuable in denominations of
$25,000 initial Certificate Balance and in any whole dollar denomination in
excess thereof. The Class X,



                                      -67-
<PAGE>

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

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

         SECTION 3.2 REGISTRATION. The Paying Agent shall be the initial
Certificate Registrar in respect of the Certificates and the Certificate
Registrar shall maintain books for the registration and for the transfer of
Certificates (the "Certificate Register"). The Certificate Registrar may resign
or be discharged or removed by the Paying Agent or the Certificateholders, and a
new successor may be appointed, in accordance with the procedures and
requirements set forth in Sections 7.6 and 7.7 hereof with respect to the
resignation, discharge or removal of the Paying Agent and the appointment of a
successor Paying Agent. The Certificate Registrar may appoint, by a written
instrument delivered to the Holders and the Trustee, any trust company to act as
co-registrar under such conditions as the Certificate Registrar may prescribe;
provided that the Certificate Registrar shall not be relieved of any of its
duties or responsibilities hereunder by reason of such appointment.

         SECTION 3.3 TRANSFER AND EXCHANGE OF CERTIFICATES.

         (a) A Certificate may be transferred by the Holder thereof only upon
presentation and surrender of such Certificate at the Corporate Trust Office,
duly endorsed or accompanied by a written instrument of transfer duly executed
by such Holder or such Holder's duly authorized attorney in such form as shall
be satisfactory to the Certificate Registrar. Upon the transfer of any
Certificate in accordance with the preceding sentence, and subject to the
restrictions set forth in the other subsections of this Section 3.3, the
Certificate Registrar shall execute, and the Authenticating Agent shall
authenticate and deliver to the transferee, one or more new Certificates of the
same Class and evidencing, in the aggregate, the same aggregate



                                      -68-
<PAGE>

initial Certificate Balance, initial Notional Amount or Percentage Interest, as
the case may be, as the Certificate being transferred. No service charge shall
be made to a Certificateholder for any registration of transfer of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
registration or transfer of Certificates. The Certificate Registrar may decline
to accept any request for a registration of transfer of any Certificate during
the period beginning five calendar days prior to any Distribution Date.

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

         (c) No transfer, sale, pledge or other disposition of any
Non-Registered Certificate or interest therein shall be made unless such
transfer, sale, pledge or other disposition is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a transfer of such Non-Registered Certificate by the Depositor
or one of its Affiliates), then the Certificate Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) either: (i) a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit D-1 hereto
and a certificate from such Certificateholder's prospective Transferee
substantially in the form attached either as Exhibit D-2A hereto or as Exhibit
D-2B hereto; or (ii) an Opinion of Counsel satisfactory to the Certificate
Registrar to the effect that such transfer shall be made without registration
under the Securities Act, together with the written certification(s) as to the
facts surrounding such transfer from the Certificateholder desiring to effect
such transfer and/or such Certificateholder's prospective Transferee on which
such Opinion of Counsel is based (such Opinion of Counsel shall not be an
expense of the Trust or of the Depositor, the Master Servicer, the Special
Servicer, the Paying Agent, the Trustee or the Certificate Registrar in their
respective capacities as such). If a transfer of any interest in a
Non-Registered Certificate that constitutes a Book-Entry Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance of the Certificates or a transfer of any interest in
such Non-Registered Certificate by the Depositor or any of its Affiliates), then
the Certificate Owner desiring to effect such transfer shall be required to
obtain either (i) a certificate from such Certificate Owner's prospective
Transferee substantially in the



                                      -69-
<PAGE>

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

         (d) No transfer of a Non-Investment Grade Certificate or Residual
Certificate or any interest therein shall be made (A) to any employee benefit
plan or other retirement arrangement, including individual retirement accounts
and annuities, Keogh plans and collective investment funds and separate accounts
in which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or
Section 4975 of the Code (each, a "Plan"), or (B) to any Person who is directly
or indirectly purchasing such Certificate or interest therein on behalf of, as
named fiduciary of, as trustee of, or with "plan assets" of a Plan, unless: (i)
in the case of a Non-Investment Grade Certificate that constitutes a Book-Entry
Certificate, the purchase and holding of such Certificate or interest therein
qualifies for the exemptive relief available under Sections I and III of U.S.
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60; or
(ii) in the case of a Non-Investment Grade Certificate or Residual Certificate
held as a Definitive Certificate, the prospective Transferee provides the
Certificate Registrar with a certification of facts and an Opinion of Counsel
which establish to the satisfaction of the Certificate Registrar that such
transfer will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or subject the Depositor,
the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the
Special Servicer or the Certificate Registrar to any obligation in addition to
those undertaken in this Agreement. Each Person who acquires any Non-Investment
Grade Certificate or Residual Certificate or interest therein (unless it shall
have acquired such Certificate or interest therein from the Depositor or an
Affiliate thereof or unless it shall have delivered to the Certificate Registrar
the certification of facts and Opinion of Counsel referred to in clause (ii) of
the preceding sentence) shall be required to deliver to the Certificate
Registrar (or, in the case of an interest in a Non-Investment Grade Certificate
that constitutes a Book-Entry Certificate, to the Certificate Owner that is
transferring such interest) a certification to the effect that: (i) it is
neither a Plan nor any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with "plan assets" of a Plan; or (ii) that the purchase and holding of
such Certificate or interest therein by such person qualifies for the exemptive
relief available under Sections I and III of PTCE or another exemption from the
"prohibited transactions" rules under ERISA by the U.S. Department of Labor.

         (e) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Paying Agent under clause (F) below to deliver
payments to a Person other than such Person and



                                      -70-
<PAGE>

to have irrevocably authorized the Certificate Registrar under clause (G) below
to negotiate the terms of any mandatory sale and to execute all instruments of
Transfer and to do all other things necessary in connection with any such sale.
The rights of such person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:

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

                  (B) In connection with any proposed Transfer of any Ownership
         Interest in a Residual Certificate, the Certificate Registrar shall
         require delivery to it, and no Transfer of any Residual Certificate
         shall be registered until the Certificate Registrar receives, an
         affidavit and agreement substantially in the form attached hereto as
         Exhibit E-1 (a "Transfer Affidavit and Agreement") from the proposed
         Transferee, in form and substance satisfactory to the Certificate
         Registrar, representing and warranting, among other things, that such
         Transferee is a Permitted Transferee, that it is not acquiring its
         Ownership Interest in the Residual Certificate that is the subject of
         the proposed Transfer as a nominee, trustee or agent for any Person
         that is not a Permitted Transferee, that for so long as it retains its
         Ownership Interest in a Residual Certificate, it will endeavor to
         remain a Permitted Transferee, that it is a United States Person, and
         that it has reviewed the provisions of this Section 3.3(e) and agrees
         to be bound by them. Furthermore, no transfer of any Ownership Interest
         in a Noneconomic Residual Interest shall be made unless either (1) (A)
         the Transferor conducts, at the time of the transfer, a reasonable
         investigation of the financial condition of the proposed Transferee
         and, as a result of the investigation, the Transferor determines that
         the proposed Transferee had historically paid its debts as they came
         due and found no significant evidence that the proposed Transferee will
         not continue to pay its debts as they come due in the future and (B)
         the Transferor determines that the present value of the anticipated tax
         liabilities associated with holding the Noneconomic Residual Interest
         does not exceed the sum of (x) the present value of any consideration
         given to the proposed Transferee to acquire the Noneconomic Residual
         Interest, (y) the present value of the expected future distributions on
         the Noneconomic Residual Interest and (z) the present value of the
         anticipated tax savings associated with holding the Noneconomic
         Residual Interest as the Trust generates losses or (2) the proposed
         Transferee provides the Transferor with a certification of facts and an
         Opinion of Counsel which establishes to the satisfaction of the
         Transferor that such transfer will not be disregarded for tax purposes.
         For the purposes of the preceding sentence, present values shall be
         computed by using the "applicable Federal rate" prescribed by Section
         1274(d) of the Code, compounded semiannually. Notwithstanding the
         foregoing, if Proposed Treasury Regulation Section 1.860E-1(c)(4) is
         superceded by changes in the federal income tax law, the foregoing
         conditions shall be deemed modified in accordance with such changes in
         the federal income tax law.



                                      -71-
<PAGE>

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

                  (D) Each Person holding or acquiring an Ownership Interest in
         a Residual Certificate shall agree (1) to require a Transfer Affidavit
         and Agreement from any prospective Transferee to whom such Person
         attempts to transfer its Ownership Interest in such Residual
         Certificate and (2) not to transfer its Ownership Interest in such
         Residual Certificate unless it provides to the Certificate Registrar a
         certificate substantially in the form attached hereto as Exhibit E-2
         stating that, among other things, it has no actual knowledge that such
         prospective Transferee is not a Permitted Transferee or is not a United
         States Person.

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

                  (F) If any purported Transferee shall become a Holder of a
         Residual Certificate in violation of the provisions of this Section
         3.3(e) or if any Holder of a Residual Certificate shall lose its status
         as a Permitted Transferee or a United States Person, then the last
         preceding Holder of such Residual Certificate that was in compliance
         with the provisions of this Section 3.3(e) shall be restored, to the
         extent permitted by law, to all rights and obligations as Holder
         thereof retroactive to the date of registration of such Transfer of
         such Residual Certificate. None of the Trustee, the Fiscal Agent, the
         Master Servicer, the Special Servicer, the Certificate Registrar or the
         Paying Agent shall be under any liability to any Person for any
         registration of Transfer of a Residual Certificate that is in fact not
         permitted by this Section 3.3(e) or for making any payments due on such
         Certificate to the Holder thereof or for taking any other action with
         respect to such Holder under the provisions of this Agreement.

                  (G) If any purported Transferee shall become a Holder of a
         Residual Certificate in violation of the restrictions in this Section
         3.3(e), or if any Holder of a Residual Certificate shall lose its
         status as a Permitted Transferee or a United States Person, and to the
         extent that the retroactive restoration of the rights and obligations
         of the prior Holder of such Residual Certificate as described in clause
         (F) above shall be invalid, illegal or unenforceable, then the Trustee
         shall have the right, without notice to the Holder or any prior Holder
         of such Residual Certificate, but not the obligation, to sell or cause
         to be sold such Residual Certificate to a purchaser selected by the
         Trustee on such terms as the Trustee



                                      -72-
<PAGE>

         may choose. Such noncomplying Holder shall promptly endorse and deliver
         such Residual Certificate in accordance with the instructions of the
         Certificate Registrar. Such purchaser may be the Certificate Registrar
         itself or any Affiliate of the Certificate Registrar. The proceeds of
         such sale, net of the commissions (which may include commissions
         payable to the Certificate Registrar or its Affiliates), expenses and
         taxes due, if any, will be remitted by the Certificate Registrar to
         such noncomplying Holder. The terms and conditions of any sale under
         this clause (G) shall be determined in the sole discretion of the
         Certificate Registrar, and the Certificate Registrar shall not be
         liable to any Person having an Ownership Interest in a Residual
         Certificate as a result of its exercise of such discretion.

The Master Servicer, on behalf of the Paying Agent, shall make available, upon
written request from the Paying Agent, to the Internal Revenue Service and those
Persons specified by the REMIC Provisions, all information necessary to compute
any tax imposed (A) as a result of the Transfer of an Ownership Interest in a
Residual Certificate to any Person who is not a Permitted Transferee, including
the information described in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual
Certificate and (B) as a result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership Interest in a
Residual Certificate having as among its record holders at any time any Person
which is not a Permitted Transferee. The Person holding such Ownership Interest
shall be responsible for the reasonable compensation of the Master Servicer and
the Paying Agent for providing such information.

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

                  (A) written notification from each Rating Agency to the effect
         that the modification of, addition to or elimination of such provisions
         will not cause such Rating Agency to qualify, downgrade or withdraw its
         then current rating of any Class of Certificates; and

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

         (f) None of the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Paying Agent or the Certificate Registrar shall have any
liability to the Trust arising from a transfer of any Certificate in reliance
upon a certification, ruling or Opinion of Counsel described in this Section
3.3; provided, however, that the Certificate Registrar shall not register



                                      -73-
<PAGE>

the transfer of a Residual Certificate if it has actual knowledge that the
proposed transferee does not meet the qualifications of a permitted Holder of a
Residual Certificate as set forth in Section 3.3(e); provided, further, that the
Certificate Registrar shall not register the transfer of a Noneconomic Residual
Interest if it shall have received notice that the Transferor has determined, as
a result of the investigation under Section 3.3(e)(B), that the proposed
Transferee has not paid its debts as they came due or that it will not pay its
debts as they come due in the future. The Certificate Registrar shall have no
obligation or duty to monitor, determine or inquire as to compliance with any
restriction on transfer or exchange of Certificates or any interest therein
imposed under this Article III or under applicable law other than to require
delivery of the certifications and/or opinions described in this Article III;
provided, however, that the Certificate Registrar shall not register the
transfer of a Residual Certificate if it has actual knowledge that the proposed
transferee does not meet the qualifications of a permitted Holder of a Residual
Certificate as set forth in Section 3.3(e). The Certificate Registrar shall have
no liability for transfers (including without limitation transfers made through
the book-entry facilities of the Depository or between or among Participants or
Certificate Owners) made in violation of applicable restrictions, provided that
the Certificate Registrar has satisfied its duties expressly set forth in
Sections 3.3(c), 3.3(d) and 3.3(e).

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

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

         (i) Unless and until it is exchanged in whole for the individual
Certificates represented thereby, a Global Certificate representing all of the
Certificates of a Class may not be transferred, except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Clearing Agency or a nominee of such successor
Clearing Agency, and no such transfer to any such other Person may be
registered; provided that this subsection (i) shall not prohibit any transfer of
a Certificate of a Class that is issued in exchange for a Global Certificate of
the same Class pursuant to Section 3.9 below. Nothing in this subsection (i)
shall prohibit or render ineffective any transfer of a beneficial interest in a
Global Certificate effected in accordance with the other provisions of this
Section 3.3.

         SECTION 3.4 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (A)
any mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (B) except in the case of a mutilated
Certificate so surrendered, there is delivered to the Certificate Registrar such
security or indemnity as may be required by it to save it harmless, then, in the
absence of notice to the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Certificate Registrar shall execute, and
the Authenticating Agent shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and interest in the Trust. In connection with the
issuance of any new Certificate under this Section 3.4, the Certificate
Registrar may require the



                                      -74-
<PAGE>

payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section 3.4 shall constitute complete and
indefeasible evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

         SECTION 3.5 PERSONS DEEMED OWNERS. Prior to presentation of a
Certificate for registration of transfer, the Master Servicer, the Special
Servicer, the Fiscal Agent, the Trustee, the Operating Adviser, the Paying Agent
and any agent of the Master Servicer, the Special Servicer, the Fiscal Agent,
the Paying Agent, the Trustee or the Operating Adviser may treat the Person in
whose name any Certificate is registered as of the related Record Date as the
owner of such Certificate for the purpose of receiving distributions as provided
in this Agreement and for all other purposes whatsoever, and neither the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the Paying Agent,
the Operating Adviser nor any agent of the Master Servicer, the Special
Servicer, the Fiscal Agent, the Trustee, the Paying Agent or the Operating
Adviser shall be affected by any notice to the contrary.

         SECTION 3.6 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.
If three or more Certificateholders, a Certificateholder holding all the
Certificates of any Class of Certificates, the Master Servicer, the Special
Servicer, the Paying Agent, the Trustee, the Operating Adviser or the Depositor
(A) request in writing from the Certificate Registrar a list of the names and
addresses of Certificateholders and (B) in the case of a request by
Certificateholders, state that such Certificateholders desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates, then the Certificate Registrar shall, within ten
Business Days after the receipt of such request, afford such Certificateholders,
the Master Servicer, the Special Servicer, the Depositor, the Paying Agent, the
Trustee or the Operating Adviser, as applicable, access during normal business
hours to a current list of the Certificateholders. The expense of providing any
such information requested by such Person shall be borne by the party requesting
such information and shall not be borne by the Certificate Registrar or the
Trustee. Every Certificateholder, by receiving and holding a Certificate, agrees
that the Certificate Registrar and the Trustee shall not be held accountable by
reason of the disclosure of any such information as to the list of the
Certificateholders hereunder, regardless of the source from which such
information was derived.

         SECTION 3.7 BOOK-ENTRY CERTIFICATES.

         (a) The Class A-1, Class A-2, Class A-3, Class A-4, Class X-1, Class
X-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M and Class N Certificates, upon original issuance, each
shall be issued in the form of one or more Certificates representing the
Book-Entry Certificates, to be delivered to the Certificate Registrar, as
custodian for The Depository Trust Company (the "Depository"), the initial
Clearing Agency, by, or on behalf of, the Depositor. The Certificates shall
initially be registered on the Certificate Register in the name of Cede & Co.,
the nominee of the Depository, as the initial Clearing Agency, and no
Certificate Owner will receive a definitive certificate representing such
Certificate Owner's interest in the Certificates, except as provided in Section
3.9. Unless and until Definitive Certificates have been issued to the
Certificate Owners pursuant to Section 3.9:



                                      -75-
<PAGE>

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

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

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

                  (iv) the rights of the Certificate Owners of each such Class
shall be exercised only through the Clearing Agency and the applicable
Participants and shall be limited to those established by law and agreements
between such Certificate Owners and the Clearing Agency and/or the Participants.
Pursuant to the Depository Agreement, unless and until Certificates are issued
pursuant to Section 3.9, the initial Clearing Agency will make book-entry
transfers among the Participants and receive and transmit distributions of
principal and interest on the related Certificates to such Participants.

         (b) For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of the
Certificates evidencing a specified percentage of the aggregate unpaid principal
amount of Certificates, such direction or consent may be given by the Clearing
Agency at the direction of Certificate Owners owning Certificates evidencing the
requisite percentage of principal amount of Certificates. The Clearing Agency
may take conflicting actions with respect to the Certificates to the extent that
such actions are taken on behalf of the Certificate Owners.

         (c) The Certificates of each Class (other than the Residual
Certificates) initially sold in reliance on Rule 144A or to Institutional
Accredited Investors shall be represented by the Rule 144A-IAI Global
Certificate for such Class, which shall be deposited with the Certificate
Registrar, as custodian for the Depository and registered in the name of Cede &
Co. as nominee of the Depository. The Certificates evidenced by any Rule
144A-IAI Global Certificate shall be subject to certain restrictions on transfer
as set forth in Section 3.3 hereof and shall bear legend(s) regarding such
restrictions described herein.

         (d) The Certificates of each Class (other than the Residual
Certificates) initially sold in offshore transactions in reliance on Regulation
S shall be represented by the Regulation S Temporary Global Certificate for such
Class, which shall be deposited with the Certificate Registrar, as custodian for
the Depository and registered in the name of Cede & Co. as nominee of the
Depository. Not earlier than the Release Date, beneficial interests in any
Regulation S Temporary Global Certificate shall be exchangeable for beneficial
interests in the Regulation S Permanent Global Certificate for such Class.
Beneficial interests in any Regulation S Temporary Global Certificate may be
held only through Euroclear or Clearstream; provided,



                                      -76-
<PAGE>

however, that such interests may be exchanged for interests in the Rule 144A-IAI
Global Certificate for such Class in accordance with the certification
requirements described in Section 3.7(f). The Regulation S Permanent Global
Certificates shall be deposited with the Certificate Registrar, as custodian for
the Depository and registered in the name of Cede & Co. as nominee of the
Depository.

         On or prior to the Release Date and on or prior to any Distribution
Date occurring prior to the Release Date, each Certificate Owner of a Regulation
S Temporary Global Certificate that holds a beneficial interest therein on the
Release Date or on any such Distribution Date, as the case may be, must deliver
to Euroclear or Clearstream (as applicable) a Regulation S Certificate;
provided, however, that any Certificate Owner that holds a beneficial interest
in a Regulation S Temporary Global Certificate on the Release Date or on any
such Distribution Date that has previously delivered a Regulation S Certificate
to Euroclear or Clearstream with respect to its interest therein does not need
to deliver any subsequent Regulation S Certificate (unless the certificate
previously delivered is no longer true as of such subsequent date, and such
Certificate Owner must promptly notify Euroclear or Clearstream, as applicable,
thereof). Euroclear or Clearstream, as applicable, shall be required to promptly
deliver to the Certificate Registrar a certificate substantially in the form of
Exhibit I hereto to the effect that it has received the requisite Regulation S
Certificates for each such Class, and no Certificate Owner (or transferee from
any such Certificate Owner) shall be entitled to receive an interest in the
Regulation S Permanent Global Certificate for such Class or any payment or
principal or interest with respect to its interest in such Regulation S
Temporary Global Certificate prior to the Certificate Registrar receiving such
certification from Euroclear or Clearstream with respect to the portion of the
Regulation S Temporary Global Certificate owned by such Certificate Owner (and,
with respect to an interest in the applicable Regulation S Permanent Global
Certificate, prior to the Release Date). After the Release Date, distributions
due with respect to any beneficial interest in a Regulation S Temporary Global
Certificate shall not be made to the holders of such beneficial interests unless
exchange for a beneficial interest in the related Regulation S Permanent Global
Certificate is improperly withheld or refused. No interest in a Regulation S
Global Certificate may be held by or transferred to a U.S. Person (as defined in
Regulation S) except for exchanges for a beneficial interest in the Rule
144A-IAI Global Certificate for such Class as described in Section 3.7(f).

         (e) Except in the limited circumstances described below in Section 3.9,
owners of beneficial interests in Global Certificates shall not be entitled to
receive physical delivery of Definitive Certificates. The Certificates are not
issuable in bearer form. Upon the issuance of each Global Certificate, the
Depository or its custodian shall credit, on its internal system, the respective
principal amount of the individual beneficial interests represented by such
Global Certificate to the accounts of Persons who have accounts with such
Depository. Such accounts initially shall be designated by or on behalf of the
Underwriters and Placement Agents. Ownership of beneficial interests in a Global
Certificate shall be limited to Customers or Persons who hold interests directly
or indirectly through Customers. Ownership of beneficial interests in the Global
Certificates shall be shown on, and the transfer of that ownership shall be
effected only through, records maintained by the Depository or its nominee (with
respect to interests of Customers) and the records of Customers (with respect to
interests of Persons other than Customers).



                                      -77-
<PAGE>

         So long as the Depository, or its nominee, is the registered holder of
a Global Certificate, the Depository or such nominee, as the case may be, shall
be considered the sole owner and holder of the Certificates represented by such
Global Certificate for all purposes under this Agreement and the Certificates,
including, without limitation, obtaining consents and waivers thereunder, and
the Trustee, the Paying Agent and the Certificate Registrar shall not be
affected by any notice to the contrary. Except under the circumstance described
in Section 3.9, owners of beneficial interests in a Global Certificate will not
be entitled to have any portions of such Global Certificate registered in their
names, will not receive or be entitled to receive physical delivery of
Definitive Certificates in certificated form and shall not be considered the
owners or holders of the Global Certificate (or any Certificates represented
thereby) under this Agreement or the Certificates. In addition, no Certificate
Owner of an interest in a Global Certificate shall be able to transfer that
interest except in accordance with the Depository's applicable procedures (in
addition to those under this Agreement and, if applicable, those of Euroclear
and Clearstream).

         (f) Any holder of an interest in a Regulation S Global Certificate
shall have the right, upon prior written notice to the Certificate Registrar,
Euroclear or Clearstream, as applicable, and the Depository, in the form of an
Exchange Certification (substantially in the form of Exhibit H attached hereto),
to exchange all or a portion of such interest (in authorized denominations as
set forth in Section 3.1(b)) for an equivalent interest in the Rule 144A-IAI
Global Certificate for such Class in connection with a transfer of its interest
therein to a transferee that is eligible to hold an interest in such Rule
144A-IAI Global Certificate as described herein; provided, however, that no
Exchange Certification shall be required if any such exchange occurs after the
Release Date. Any holder of an interest in the Rule 144A-IAI Global Certificate
shall have the right, upon prior written notice to the Certificate Registrar,
the Depository and Euroclear or Clearstream, as applicable, in the form of an
Exchange Certification, to exchange all or a portion of such interest (in
authorized denominations as set forth in Section 3.1(b)) for an equivalent
interest in the Regulation S Global Certificate for such Class in connection
with a transfer of its interest therein to a transferee that is eligible to hold
an interest in such Regulation S Global Certificate as described herein;
provided, however, that if such exchange occurs prior to the Release Date, the
transferee shall acquire an interest in a Regulation S Temporary Global
Certificate only and shall be subject to all of the restrictions associated
therewith described in Section 3.7(d). Following receipt of any Exchange
Certification or request for transfer, as applicable, by the Certificate
Registrar: (i) the Certificate Registrar shall endorse the schedule to any
Global Certificate representing the Certificate or Certificates being exchanged
to reduce the stated principal amount of such Global Certificate by the
denominations of the Certificate or Certificates for which such exchange is to
be made, and (ii) the Certificate Registrar shall endorse the schedule to any
Global Certificate representing the Certificate or Certificates for which such
exchange is to be made to increase the stated principal amount of such Global
Certificate by the denominations of the Certificate or Certificates being
exchanged therefor. The form of the Exchange Certification shall be available
from the Certificate Registrar.

         SECTION 3.8 NOTICES TO CLEARING AGENCY. Whenever notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates shall have been issued to the related
Certificateholders pursuant to Section 3.9, the Paying Agent shall give all such
notices and communications specified herein to be



                                      -78-
<PAGE>

given to Holders of the Book-Entry Certificates to the Clearing Agency which
shall give such notices and communications to the related Participants in
accordance with its applicable rules, regulations and procedures.

         SECTION 3.9 DEFINITIVE CERTIFICATES.

         (a) Definitive Certificates will be issued to the owners of beneficial
interests in a Global Certificate or their nominees if (i) the Depository
notifies the Depositor and the Certificate Registrar in writing that the
Depository is unwilling or unable to continue as depositary for such Global
Certificate and a qualifying successor depositary is not appointed by the
Depositor within 90 days thereof, (ii) the Trustee has instituted or caused to
be instituted or has been directed to institute any judicial proceeding in a
court to enforce the rights of the Certificateholders under this Agreement and
under such Global Certificate and the Trustee has been advised by counsel that
in connection with such proceeding it is necessary or advisable for the Trustee
or its custodian to obtain possession of such Global Certificate, or (iii) after
the occurrence of an Event of Default, Certificate Owners representing a
majority in aggregate outstanding Certificate Balance of such Global Certificate
advise the Depository through the Participants in writing (and the Depository so
advises the Depositor, the Certificate Registrar and the Master Servicer in
writing) that the continuation in global form of the Certificates being
evidenced by such Global Certificate is no longer in their best interests;
provided, that under no circumstances will Definitive Certificates be issued to
Certificate Owners of the Regulation S Temporary Global Certificate. Upon notice
of the occurrence of any of the events described in the preceding sentence, the
Certificate Registrar shall notify the Depository and request the Depository to
notify all Certificate Owners, through the applicable Participants, of the
occurrence of the event and of the availability of Definitive Certificates to
such Certificate Owners requesting the same. Upon surrender to the Certificate
Registrar of the Global Certificates by the Clearing Agency, accompanied by
registration instructions from the Clearing Agency for registration, the
Certificate Registrar shall execute, and the Authenticating Agent shall
authenticate and deliver, the Definitive Certificates. None of the Depositor,
the Trustee, the Paying Agent, the Certificate Registrar or the Fiscal Agent
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates, all references herein to
obligations imposed upon or to be performed by the Clearing Agency shall be
deemed to be imposed upon and performed by the Certificate Registrar, to the
extent applicable with respect to such Definitive Certificates, and the
Certificate Registrar and the Trustee and the Paying Agent shall recognize the
Holders of Definitive Certificates as Certificateholders hereunder.

         (b) Distributions of principal and interest on the Definitive
Certificates shall be made by the Paying Agent directly to holders of Definitive
Certificates in accordance with the procedures set forth in this Agreement.



                                      -79-
<PAGE>

                                   ARTICLE IV

                                    ADVANCES

         P&I Advances and Servicing Advances shall be made as provided herein by
the Master Servicer and, if the Master Servicer does not make such Advances, by
the Trustee, and if the Trustee does not make such Advances, by the Fiscal Agent
except to the extent that the Master Servicer, the Trustee or the Fiscal Agent,
as applicable, determines in accordance with Section 4.4 below, that any such
Advance would be a Nonrecoverable Advance.

         SECTION 4.1 P&I ADVANCES BY MASTER SERVICER.

         (a) On or prior to the Advance Report Date, the Master Servicer shall
notify the Trustee and the Paying Agent if the P&I Advance Amount for such
Distribution Date is greater than zero, and the Master Servicer shall make a P&I
Advance of such amount no later than the Master Servicer Remittance Date. It is
understood that the obligation of the Master Servicer to make such P&I Advances
is mandatory and shall apply through any court appointed stay period or similar
payment delay resulting from any insolvency of the Mortgagor or related
bankruptcy, notwithstanding any other provision of this Agreement.
Notwithstanding the foregoing, the Master Servicer shall not be required to make
such P&I Advance, if the Master Servicer determines, in accordance with Section
4.4 below, that any such P&I Advance would be a Nonrecoverable Advance. Such
determination shall be conclusive and binding on the Trustee, the Fiscal Agent
and the Certificateholders. The Special Servicer shall not be required to make
P&I Advances under this Agreement. If the Master Servicer fails to make a P&I
Advance, it shall promptly notify the Trustee and the Paying Agent of such
failure.

         (b) If the Master Servicer determines that there is a P&I Advance
Amount for a Distribution Date, the Master Servicer shall on the Master Servicer
Remittance Date either (A) deposit in the Certificate Account an amount equal to
the P&I Advance Amount or (B) utilize funds in the Certificate Account being
held for future distributions or withdrawals to make such Advance. Any funds
being held in the Certificate Account for future distribution or withdrawal and
so used shall be replaced by the Master Servicer from its own funds by deposit
in the Certificate Account on or before any future Master Servicer Remittance
Date to the extent that funds in the Certificate Account on such Master Servicer
Remittance Date shall be less than payments to the Paying Agent or other Persons
required to be made on such date.

         SECTION 4.2 SERVICING ADVANCES. The Master Servicer and, if the Master
Servicer does not, the Trustee to the extent the Trustee receives written notice
from the Paying Agent that such advance has not been made by the Master
Servicer, and if the Trustee does not, the Fiscal Agent (if the Fiscal Agent has
knowledge that such Advance is required to be made) shall make Servicing
Advances to the extent provided in this Agreement, except to the extent that the
Master Servicer, the Trustee or the Fiscal Agent, as applicable, determines in
accordance with Section 4.4 below, that any such Advance would be a
Nonrecoverable Advance. Such determination by the Master Servicer shall be
conclusive and binding on the Trustee, the Fiscal Agent and the
Certificateholders. The Special Servicer shall not be required to make Servicing
Advances under this Agreement. Promptly after discovering that the Master
Servicer has failed to make a Servicing Advance that the Master Servicer is
required to make hereunder, the Paying



                                      -80-
<PAGE>

Agent shall promptly notify the Trustee in writing of the failure by the Master
Servicer to make such Servicing Advance.

         SECTION 4.3 ADVANCES BY THE TRUSTEE AND THE FISCAL AGENT.

         (a) To the extent that the Master Servicer fails to make a P&I Advance
by the Master Servicer Remittance Date (other than a P&I Advance that the Master
Servicer determines is a Nonrecoverable Advance), the Trustee shall make such
P&I Advance to the extent the Trustee receives written notice from the Paying
Agent not later than 10:00 a.m. (New York City time) on the Distribution Date
that such Advance has not been made by the Master Servicer on the Master
Servicer Remittance Date unless the Trustee determines that such P&I Advance, if
made, would be a Nonrecoverable Advance. To the extent that the Trustee fails to
make a P&I Advance required to be made by the Trustee hereunder on the
Distribution Date (other than a P&I Advance that the Master Servicer or the
Trustee determines is a Nonrecoverable Advance), the Fiscal Agent will advance
such P&I Advance unless the Fiscal Agent determines that any such P&I Advance,
if made, would be a Nonrecoverable Advance. To the extent that the Fiscal Agent
is required hereunder to make P&I Advances, it shall deposit the amount thereof
in the Distribution Account by 1:00 p.m. (New York City time) on each such
Distribution Date. The Paying Agent shall notify the Trustee in writing as soon
as practicable, but not later than 10:00 a.m. (New York City time) on the
Distribution Date if the Master Servicer has failed to make a P&I Advance.

         (b) To the extent that the Master Servicer fails to make a Servicing
Advance by the date such Servicing Advance is required to be made (other than a
Servicing Advance that the Master Servicer determines is a Nonrecoverable
Advance), and a Responsible Officer of the Trustee receives notice thereof, the
Trustee shall make such Servicing Advance promptly, but in any event, not later
than five Business Days after notice thereof in accordance with Section 4.2,
unless the Trustee determines that such Servicing Advance, if made, would be a
Nonrecoverable Advance.

         (c) To the extent that the Trustee fails to make a Servicing Advance
required to be made by the Trustee hereunder by the later of (i) the date such
Servicing Advance is required to be made and (ii) five Business Days after the
date the Trustee has received notice pursuant to subsection (b) above, that such
Servicing Advance has not been made by the Master Servicer (other than a
Servicing Advance that the Master Servicer or the Trustee has determined to be a
Nonrecoverable Advance), the Fiscal Agent will advance such Servicing Advance,
unless the Fiscal Agent determines that such Servicing Advance, if made, would
be a Nonrecoverable Advance.

         The initial Trustee's failure to make any Advance required to be made
by it hereunder shall not constitute a default by the initial Trustee hereunder
if the initial Fiscal Agent makes such Advance at or before the time when the
Trustee was required to make such Advance.

         (d) Pursuant to the 2000-WF2 Pooling and Servicing Agreement, the
2000-WF2 Servicer is obligated to make Advances with respect to the Pari Passu
Loan. Notwithstanding anything herein to the contrary, the Master Servicer shall
not be required to make any Advance with respect to the Pari Passu Loan unless
and until the Master Servicer has



                                      -81-
<PAGE>

knowledge (or would have had knowledge if it had acted in accordance with the
Servicing Standard) of any failure of the 2000-WF2 Servicer, the 2000-WF2
Trustee or the 2000-WF2 Fiscal Agent to make an advance required under the
2000-WF2 Pooling and Servicing Agreement. To the extent the Master Servicer
fails to make any Advance required under this Section 4.3(d), the Trustee,
pursuant to Section 4.3(b), or the Fiscal Agent, pursuant to Section 4.3(c), as
applicable, shall make such Advance.

         SECTION 4.4 EVIDENCE OF NONRECOVERABILITY.

         (a) If the Master Servicer determines at any time, in its sole
discretion, exercised in good faith, that any Advance previously made or
proposed Advance, if made, would constitute a Nonrecoverable Advance, such
determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Paying Agent, the Special Servicer, the Operating Adviser and the
Rating Agencies by the Business Day prior to the Distribution Date. Such
Officer's Certificate shall set forth the reasons for such determination of
nonrecoverability, together with, to the extent such information, report or
document is in the Master Servicer's possession, any related financial
information such as related income and expense statements, rent rolls, occupancy
status, property inspections and any Appraisals performed within the last 12
months on the Mortgaged Property, and, if such reports are used by the Master
Servicer to determine that any P&I Advance or Servicing Advance, as applicable,
would be a Nonrecoverable Advance, any engineers' reports, environmental
surveys, internal final valuations or other information relevant thereto which
support such determination. If the Trustee or the Fiscal Agent, as applicable,
determines at any time that any portion of an Advance previously made or a
portion of a proposed Advance that the Trustee or the Fiscal Agent, as
applicable, is required to make pursuant to this Agreement, if made, would
constitute a Nonrecoverable Advance, such determination shall be evidenced by an
Officer's Certificate of a Responsible Officer of the Trustee or the Fiscal
Agent, as applicable, delivered to the Depositor, the Master Servicer, the
Special Servicer, the Paying Agent and the Operating Adviser similar to the
Officer's Certificate of the Master Servicer described in the prior sentence.
The Trustee and the Fiscal Agent shall not be required to make an Advance that
the Master Servicer has previously determined to be a Nonrecoverable Advance.
Notwithstanding any other provision of this Agreement, none of the Master
Servicer, the Trustee or the Fiscal Agent shall be obligated to, nor shall it,
make any Advance or make any payment that is designated in this Agreement to be
an Advance, if it determines in its good faith judgment that such Advance or
such payment (including interest accrued thereon at the Advance Rate) would be a
Nonrecoverable Advance. The Master Servicer's determination in accordance with
the above provisions shall be conclusive and binding on the Trustee, the Fiscal
Agent, the Paying Agent and the Certificateholders.

         (b) The 2000-WF2 Servicer shall be entitled to reimbursement for Pari
Passu Loan Nonrecoverable P&I Advances and Pari Passu Loan Nonrecoverable
Servicing Advances (with, in each case, any accrued and unpaid interest thereon
provided for under the 2000-WF2 Pooling and Servicing Agreement) in the manner
set forth in Section 5.2.

         SECTION 4.5 INTEREST ON ADVANCES; CALCULATION OF OUTSTANDING ADVANCES
WITH RESPECT TO A MORTGAGE LOAN. Any unreimbursed Advance funded from the Master
Servicer's, the Trustee's or the Fiscal Agent's own funds shall accrue interest
on a daily basis, at a per annum rate equal to the Advance Rate, from and
including the date such Advance was



                                      -82-
<PAGE>

made to but not including the date on which such Advance has been reimbursed;
provided, however, that neither the Master Servicer nor any other party shall be
entitled to interest accrued on the amount of any P&I Advance with respect to
any Mortgage Loan for the period commencing on the date of such P&I Advance and
ending on the day on which the grace period applicable to the related
Mortgagor's obligation to make the related Scheduled Payment expires pursuant to
the related Mortgage Loan Documents. For purposes of determining whether a P&I
Advance is outstanding, amounts collected with respect to a particular Mortgage
Loan or REO Property and treated as collections of principal or interest shall
be applied first to reimburse the earliest P&I Advance and then each succeeding
P&I Advance to the extent not inconsistent with Section 4.6. The Master Servicer
shall use efforts consistent with the Servicing Standard to collect (but shall
have no further obligation to collect), with respect to the Mortgage Loans that
are not Specially Serviced Mortgage Loans, Late Fees and default interest from
the Mortgagor in an amount sufficient to pay Advance Interest. The Master
Servicer shall be entitled to retain Late Fees and default interest paid by any
Mortgagor during a Collection Period with respect to any Mortgage Loan (other
than a Specially Serviced Mortgage Loan, as to which the Special Servicer shall
retain Late Fees and default interest with respect to such Specially Serviced
Mortgage Loan, subject to the offsets set forth below) as additional servicing
compensation only to the extent such Late Fees and default interest exceed
Advance Interest on a "pool basis" for all Mortgage Loans other than Specially
Serviced Mortgaged Loans. The Special Servicer, with respect to any Specially
Serviced Mortgage Loan, shall (i) pay from any Late Fees and default interest
collected from such Specially Serviced Mortgage Loan (a) any outstanding and
unpaid Advance Interest to the Master Servicer, the Trustee or the Fiscal Agent,
as applicable and (b) to the Trust, any losses previously incurred by the Trust
with respect to such Specially Serviced Mortgage Loan and (ii) retain any
remaining portion of such Late Fees and default interest as additional Special
Servicer Compensation.

         SECTION 4.6 REIMBURSEMENT OF ADVANCES AND ADVANCE INTEREST.

         (a) Advances made with respect to each Mortgage Loan or Specially
Serviced Mortgage Loan or REO Property (including Advances later determined to
be Nonrecoverable Advances) and Advance Interest thereon shall be reimbursed to
the extent of the amounts identified to be applied therefor in Section 5.2. The
aggregate of the amounts available to repay Advances and Advance Interest
thereon pursuant to Section 5.2 collected in any Collection Period with respect
to Mortgage Loans or Specially Serviced Mortgage Loans or REO Property shall be
an "Available Advance Reimbursement Amount."

         (b) To the extent that Advances have been made on Mortgage Loans,
Specially Serviced Mortgage Loans or REO Property, the Available Advance
Reimbursement Amount with respect to any Determination Date shall be applied to
reimburse (i) the Fiscal Agent for any Advances outstanding to the Fiscal Agent
with respect to any of such Mortgage Loans or Specially Serviced Mortgage Loans
or REO Property, plus any Advance Interest owed to the Fiscal Agent with respect
to such Advances and then (ii) the Trustee for any Advances outstanding to the
Trustee with respect to any of such Mortgage Loans or Specially Serviced
Mortgage Loans or REO Property, plus any Advance Interest owed to the Trustee
with respect to such Advances and then (iii) the Master Servicer for any
Advances outstanding to the Master Servicer with respect to any of such Mortgage
Loans, plus any Advance Interest owed to the Master Servicer with respect to
such Advances. To the extent that any Advance Interest payable



                                      -83-
<PAGE>

to the Master Servicer, the Trustee or the Fiscal Agent with respect to a
Specially Serviced Mortgage Loan or REO Property cannot be recovered from the
related Mortgagor, the amount of such Advance Interest shall be payable to the
Fiscal Agent, the Trustee or the Master Servicer, as the case may be, from
amounts on deposit in the Certificate Account or the Distribution Account
pursuant to Section 5.2(a) or Section 5.3(b)(ii). The Master Servicer's, the
Fiscal Agent's and the Trustee's right of reimbursement under this Agreement for
Advances shall be prior to the rights of the Certificateholders to receive any
amounts recovered with respect to such Mortgage Loans or REO Properties.

         (c) Advance Interest will be paid to the Fiscal Agent, the Trustee
and/or the Master Servicer (in accordance with the priorities specified in the
preceding paragraph) first, from Late Fees and default interest collected during
the Collection Period during which the related Advance is reimbursed, and then
from Excess Liquidation Proceeds then available prior to payment from any other
amounts. Late Fees and default interest will be applied on a "pool basis" for
non-Specially Serviced Mortgage Loans and on a "loan-by-loan basis" (under which
Late Fees and default interest will be offset against the Advance Interest
arising only from that particular Specially Serviced Mortgage Loan) for
Specially Serviced Mortgage Loans, as the case may be, to the payment of Advance
Interest on all Advances on such non-Specially Serviced Mortgage Loans or such
Specially Serviced Mortgage Loans, as the case may be, then being reimbursed.


         (d) Amounts applied to reimburse Advances shall first be applied to
reduce Advance Interest thereon that was not paid from amounts specified in the
preceding paragraph (c) and then to reduce the outstanding amount of such
Advances.

         (e) To the extent that the Special Servicer incurs out-of-pocket
expenses, in accordance with the Servicing Standard, in connection with
servicing Specially Serviced Mortgage Loans, the Master Servicer shall reimburse
the Special Servicer for such expenditures within 30 days after receiving an
invoice and a report from the Special Servicer, subject to Section 4.4. With
respect to each Collection Period, the Special Servicer shall deliver such
invoice and report to the Master Servicer by the following Determination Date.
All such amounts reimbursed by the Master Servicer shall be a Servicing Advance.
In the event that the Master Servicer fails to reimburse the Special Servicer
hereunder or the Master Servicer determines that such Servicing Advance was or,
if made, would be a Nonrecoverable Advance and the Master Servicer does not make
such payment, the Special Servicer shall notify the Master Servicer and the
Paying Agent in writing of such nonpayment and the amount payable to the Special
Servicer and shall be entitled to receive reimbursement from the Trust as an
Additional Trust Expense. The Master Servicer, the Paying Agent and the Trustee
shall have no obligation to verify the amount payable to the Special Servicer
pursuant to this Section 4.6(e) and circumstances surrounding the notice
delivered by the Special Servicer pursuant to this Section 4.6(e).

         SECTION 4.7 FISCAL AGENT TERMINATION EVENT. "Fiscal Agent Termination
Event," wherever used herein, means any one of the following events:

                  (i) Any failure by the Fiscal Agent to remit to the Paying
Agent when due any required Advances; or



                                      -84-
<PAGE>

                  (ii) A decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law for the
appointment of a conservator, receiver, liquidator, trustee or similar official
in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Fiscal Agent and such decree or
order shall have remained in force undischarged or unstayed for a period of 60
days; or

                  (iii) The Fiscal Agent shall consent to the appointment of a
conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings or relating to the Fiscal Agent or relating
to all or substantially all of its property; or

                  (iv) The Fiscal Agent shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take advantage of
any applicable bankruptcy, insolvency or reorganization statute, make an
assignment for the benefit of its creditors, voluntarily suspend payment of its
obligations, or take any corporate action in furtherance of the foregoing; or

                  (v) Fitch shall indicate its intent to reduce, qualify or
withdraw, as applicable, the outstanding rating of any Class of Certificates
because the prospective financial condition or capacity to make Advances of the
Fiscal Agent is insufficient to maintain such rating;

                  (vi) The long-term unsecured debt of the Fiscal Agent is rated
below AA- by Fitch or AA- by S&P; or

                  (vii) With respect to the initial Fiscal Agent, LaSalle Bank
National Association resigns or is removed pursuant to Section 7.6 hereof.

         SECTION 4.8 PROCEDURE UPON TERMINATION EVENT.

         (a) On the date specified in a written notice of termination given to
the Fiscal Agent pursuant to Section 7.6(c), all authority, power and rights of
the Fiscal Agent under this Agreement, whether with respect to the Mortgage
Loans or otherwise, shall terminate and a successor Fiscal Agent, if necessary,
shall be appointed by the Trustee, with the consent of the Depositor; provided
that the successor Fiscal Agent meets the eligibility requirements set forth in
Section 7.5. The Fiscal Agent agrees to cooperate with the Trustee in effecting
the termination of the Fiscal Agent's responsibilities and rights hereunder as
Fiscal Agent.

         (b) Notwithstanding the termination of its activities as Fiscal Agent,
the terminated Fiscal Agent shall continue to be entitled to reimbursement to
the extent provided in



                                      -85-
<PAGE>

Section 4.6 but only to the extent such reimbursement relates to the period up
to and including the date on which the Fiscal Agent's termination is effective.
The Fiscal Agent shall be reimbursed for all amounts owed to it hereunder on or
prior to the effective date of its termination from amounts on deposit in the
Certificate Account.

         SECTION 4.9 MERGER OR CONSOLIDATION OF FISCAL AGENT. Any Person into
which the Fiscal Agent may be merged or consolidated, or any Person resulting
from any merger, conversion, other change in form or consolidation to which the
Fiscal Agent shall be a party, or any Person succeeding to the business of the
Fiscal Agent, shall be the successor of the Fiscal Agent hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided that
(i) the successor to the Fiscal Agent or resulting Person shall have a net worth
of not less than $100,000,000, (ii) such successor or resulting Person shall be
satisfactory to the Trustee, (iii) such successor or resulting Person shall
execute and deliver to the Trustee an agreement, in form and substance
satisfactory to the Trustee, which contains an assumption by such Person of the
due and punctual performance and observance of each covenant and condition to be
performed or observed by the Fiscal Agent under this Agreement from and after
the date of such agreement, (iv) the successor or surviving entity meets the
eligibility requirements set forth in Section 7.5, and (v) the Fiscal Agent
shall deliver to the Trustee an Officer's Certificate and an Opinion of Counsel
acceptable to the Trustee (which opinion shall be at the expense of the Fiscal
Agent) stating that all conditions precedent to such action under this Section
4.9 have been completed and such action is permitted by and complies with the
terms of this Section 4.9.

         SECTION 4.10 LIMITATION ON LIABILITY OF THE FISCAL AGENT AND OTHERS.
Neither the Fiscal Agent nor any of the directors, officers, employees, agents
or Controlling Persons of the Fiscal Agent shall be under any liability to the
Certificateholders, the Depositor or the Trustee for any action taken or for
refraining from the taking of any action in good faith, and using reasonable
business judgment pursuant to this Agreement, or for errors in judgment;
provided that this provision shall not protect the Fiscal Agent or any such
Person against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in its performance of duties under
this Agreement. The Fiscal Agent and any director, officer, employee or agent of
the Fiscal Agent may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Fiscal Agent shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its obligations
under this Agreement. In such event, all legal expenses and costs of such action
shall be expenses and costs of the Trust, and the Fiscal Agent shall be entitled
to be reimbursed therefor as Servicing Advances as provided by this Agreement.
The provisions of this Section 4.10 shall survive the resignation or removal of
the Fiscal Agent and the termination of this Agreement.

         SECTION 4.11 INDEMNIFICATION OF FISCAL AGENT. The Fiscal Agent and each
of its directors, officers, employees, agents and Controlling Persons shall be
indemnified by the Trust and held harmless against any and all claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments and any
other costs, liabilities, fees and expenses incurred in connection with any
legal action relating to this Agreement other than any loss, liability or
expense incurred by reason of the Fiscal Agent's willful misfeasance, bad faith
or negligence in



                                      -86-
<PAGE>

the performance of duties hereunder. The Depositor shall indemnify and hold
harmless the Fiscal Agent, its directors, officers, employees, agents and
Controlling Persons from and against any loss, claim, damage or liability, joint
or several, and any action in respect thereof, to which the Fiscal Agent, its
directors, officers, employees, agents or Controlling Person may become subject
under the 1933 Act, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon any untrue statement or alleged untrue statement
of a material fact contained in the Private Placement Memorandum, Preliminary
Prospectus Supplement, Final Prospectus Supplement or Prospectus or arises out
of, or is based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein in light of the circumstances under which they were made, not misleading
and shall reimburse the Fiscal Agent, its directors, officers, employees, agents
or Controlling Person for any legal and other expenses reasonably incurred by
the Fiscal Agent or any such director, officer, employee, agent or Controlling
Person in investigating or defending or preparing to defend against any such
loss, claim, damage, liability or action. The Fiscal Agent shall immediately
notify the Depositor, the Sellers, the Paying Agent, the Special Servicer, the
Master Servicer and the Trustee if a claim is made by a third party with respect
to this Section 4.11 entitling the Fiscal Agent, its directors, officers,
employees, agents or Controlling Person to indemnification hereunder, whereupon
the Depositor shall assume the defense of any such claim (with counsel
reasonably satisfactory to the Fiscal Agent) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Depositor shall not affect any rights the
Fiscal Agent, its directors, officers, employees, agents or Controlling Person
may have to indemnification under this Section 4.11, unless the Depositor's
defense of such claim is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the
resignation or removal of the Fiscal Agent.

                                   ARTICLE V

                           ADMINISTRATION OF THE TRUST

         SECTION 5.1 COLLECTIONS.

         (a) On or prior to the Closing Date, the Master Servicer shall open, or
cause to be opened, and shall thereafter maintain, or cause to be maintained, a
separate account or accounts, which accounts must be Eligible Accounts, in the
name of "Wells Fargo Bank, National Association, as Master Servicer for LaSalle
Bank National Association, as Trustee for the Holders of Morgan Stanley Dean
Witter Capital I Inc, Commercial Mortgage Pass-Through Certificates, Series
2001-TOP1" (the "Certificate Account"). On or prior to the Closing Date, the
Master Servicer shall open, or cause to be opened, and shall maintain, or cause
to be maintained an additional separate account or accounts in the name of
"Wells Fargo Bank, National Association, as Master Servicer for LaSalle Bank
National Association, as Trustee for the Holders of Morgan Stanley Dean Witter
Capital I Inc, Commercial Mortgage Pass-Through Certificates, Series 2001-TOP1"
(the "Interest Reserve Account").



                                      -87-
<PAGE>

         (b) On or prior to the date the Master Servicer shall first deposit
funds in a Certificate Account or the Interest Reserve Account, as the case may
be, the Master Servicer shall give to the Paying Agent and the Trustee prior
written notice of the name and address of the depository institution(s) at which
such accounts are maintained and the account number of such accounts. The Master
Servicer shall take such actions as are necessary to cause the depository
institution holding the Certificate Account and the Interest Reserve Account to
hold such account in the name of the Master Servicer as provided in Section
5.1(a), subject to the Master Servicer's (or its Sub-Servicer's) right to direct
payments and investments and its rights of withdrawal under this Agreement.

         (c) The Master Servicer shall deposit, or cause to be deposited, into
the Certificate Account on the Business Day following receipt (or, in the case
of an inadvertent failure to make such deposit on the Business Day following
receipt, within 3 Business Days of discovery of such failure and in the case of
unscheduled remittances of principal or interest, on the Business Day following
identification of the proper application of such amounts), the following amounts
received by it (including amounts remitted to the Master Servicer by the Special
Servicer from an REO Account pursuant to Section 9.14), other than in respect of
interest and principal on the Mortgage Loans due on or before the Cut-Off Date
which shall be remitted to the Depositor (provided that the Master Servicer (I)
may retain amounts otherwise payable to the Master Servicer as provided in
Section 5.2(a) rather than deposit them into the Certificate Account, (II)
shall, rather than deposit them in the Certificate Account, directly remit to
the Primary Servicers the applicable Primary Servicing Fees payable as provided
in Section 5.2(a)(iv)(unless already retained by the applicable Primary
Servicer), and (III) shall, rather than deposit them in the Certificate Account,
directly remit the Excess Servicing Fees to the holders thereof as provided in
Section 5.2(a)(iv))(unless already retained by the applicable holder of the
excess servicing rights)):

                  (A) Principal: all payments on account of principal, including
         Principal Prepayments, the principal component of Scheduled Payments,
         and any Late Collections in respect thereof on the Mortgage Loans;

                  (B) Interest: subject to subsection (d) hereof, all payments
         on account of interest (minus any portion of any such payment that is
         allocable to the period prior to the Cut-Off Date which shall be
         remitted to the Depositor and excluding Interest Reserve Amounts to be
         deposited in the Interest Reserve Account pursuant to Section 5.1(d)
         below);

                  (C) Liquidation Proceeds: all Liquidation Proceeds with
         respect to the Mortgage Loans;

                  (D) Insurance Proceeds: all insurance proceeds other than
         proceeds to be applied to the restoration or repair of the property
         subject to the related Mortgage or released to the related Mortgagor in
         accordance with the Servicing Standard, which proceeds shall be
         deposited by the Master Servicer into an Escrow Account and not
         deposited in the Certificate Account;



                                      -88-
<PAGE>

                  (E) Condemnation Proceeds: all condemnation proceeds other
         than proceeds to be applied to the restoration or repair of the
         property subject to the related Mortgage or released to the related
         Mortgagor in accordance with the Servicing Standard, which proceeds
         shall be deposited by the Master Servicer into an Escrow Account and
         not deposited in the Certificate Account;

                  (F) REO Income: all REO Income received from the Special
         Servicer;

                  (G) Investment Losses: any amounts required to be deposited by
         the Master Servicer pursuant to Section 5.1(e) in connection with
         losses realized on Eligible Investments with respect to funds held in
         the Certificate Account and amounts required to be deposited by the
         Special Servicer pursuant to Section 9.14(b) in connection with losses
         realized on Eligible Investments with respect to funds held in the REO
         Account;

                  (H) Advances: all P&I Advances unless made directly to the
         Distribution Account; and

                  (I) Other: all other amounts, including Prepayment Premiums,
         required to deposited in the Certificate Account pursuant to this
         Agreement, including Purchase Proceeds of any Mortgage Loans
         repurchased by a Seller or substitution shortfall amounts (as described
         in the fifth paragraph of Section 2.3(a)) paid by a Seller in
         connection with the substitution of any Qualifying Substitute Mortgage
         Loans.

         Remittances from any REO Account to the Master Servicer for deposit in
the Certificate Account shall be made by the Special Servicer no later than the
Special Servicer Remittance Date.

         (d) The Master Servicer, with respect to each Distribution Date
occurring in January (other than in any leap year) and February of each year,
shall deposit in the Interest Reserve Account in respect of each Interest
Reserve Loan, an amount equal to one day's interest at the related REMIC I Net
Mortgage Rate on the Scheduled Principal Balance of such Mortgage Loan as of
the Due Date in the month in which such Distribution Date occurs, to the extent
a Scheduled Payment or P&I Advance is timely made in respect thereof for such
Due Date (all amounts so deposited in any consecutive January and February in
respect of each Interest Reserve Loan, the "Interest Reserve Amount").

         (e) Funds in the Certificate Account and Interest Reserve Account may
be invested and, if invested, shall be invested by, and at the risk of, the
Master Servicer in Eligible Investments selected by the Master Servicer which
shall mature, unless payable on demand, not later than the Business Day
immediately preceding the next Master Servicer Remittance Date, and any such
Eligible Investment shall not be sold or disposed of prior to its maturity
unless payable on demand. All such Eligible Investments shall be made in the
name of "LaSalle Bank National Association, as Trustee for the Holders of the
Morgan Stanley Dean Witter Capital I Inc, Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP1." None of the



                                      -89-
<PAGE>

Depositor, the Mortgagors, the Paying Agent or the Trustee shall be liable for
any loss incurred on such Eligible Investments.

         An amount equal to all income and gain realized from any such
investment shall be paid to the Master Servicer as additional servicing
compensation and shall be subject to its withdrawal at any time from time to
time. The amount of any losses incurred in respect of any such investments shall
be for the account of the Master Servicer which shall deposit the amount of such
loss (to the extent not offset by income from other investments) in the
Certificate Account or Interest Reserve Account, as the case may be, out of its
own funds immediately as realized. If the Master Servicer deposits in any
Certificate Account or Interest Reserve Account, as the case may be, any amount
not required to be deposited therein, it may at any time withdraw such amount
from the Certificate Account or Interest Reserve Account, as the case may be,
any provision herein to the contrary notwithstanding.

         (f) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Eligible Investment, or
if a default occurs in any other performance required under any Eligible
Investment, the Paying Agent on behalf of and at the direction of the Trustee
may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
proceedings; provided, however, that if the Master Servicer shall have deposited
in the Certificate Account and Interest Reserve Account an amount equal to all
amounts due under any such Eligible Investment (net of anticipated income or
earnings thereon that would have been payable to the Master Servicer as
additional servicing compensation) the Master Servicer shall have the sole right
to enforce such payment or performance.

         (g) Certain of the Mortgage Loans may provide for payment by the
Mortgagor to the Master Servicer of amounts to be used for payment of Escrow
Amounts for the account of the Mortgagor. The Master Servicer shall deal with
these amounts in accordance with the Servicing Standard, the terms of the
related Mortgage Loans and Section 8.3(e) hereof, and the Primary Servicers will
be entitled to hold any Escrow Accounts relating to the Mortgage Loans that they
service in accordance with the requirements set forth in Section 8.3(e). Within
20 days following the first anniversary of the Closing Date, the Master Servicer
shall deliver to the Trustee, the Paying Agent and the Operating Adviser, for
each Mortgage Loan set forth on Schedule VII hereto, a brief statement as to the
status of the work or project based on the most recent information provided by
the Mortgagor. Schedule VII sets forth those Mortgage Loans as to which an
upfront reserve was collected at closing in an amount in excess of $75,000 with
respect to specific immediate engineering work, completion of additional
construction, environmental remediation or similar one-time projects (but not
with respect to escrow accounts maintained for ongoing obligations, such as real
estate taxes, insurance premiums, ongoing property maintenance, replacements and
capital improvements or debt service). If the work or project is not complete in
accordance with the requirements of the escrow, the Master Servicer and the
Special Servicer (which shall itself consult with the Operating Adviser) will
consult with each other as to whether there exists a material default under the
underlying Mortgage Loan documents.



                                      -90-
<PAGE>

         SECTION 5.2 APPLICATION OF FUNDS IN THE CERTIFICATE ACCOUNT AND
INTEREST RESERVE ACCOUNT.

         (a) The Master Servicer shall, from time to time, make withdrawals from
the Certificate Account and remit them by wire transfer prior to 2:00 p.m., New
York City time, on the related Master Servicer Remittance Date in immediately
available funds to the account specified in this Section or otherwise (w) to
such account as it shall determine from time to time of amounts payable to the
Master Servicer from the Certificate Account pursuant to clauses (i), (ii),
(iii), (iv), (vi), (viii) and (ix) below; (x) to the account specified in
writing by the Paying Agent from time to time of amounts payable to the Paying
Agent and the Trustee from the Certificate Account pursuant to clauses (ii),
(iii), (v), (vi), (xi), (xii) and (xiii) below; and (y) to the Special Servicer
from time to time of amounts payable to the Special Servicer from such
Certificate Account pursuant to clauses (i), (iv), (vi), and (vii) below of the
following amounts, from the amounts specified for the following purposes:

                  (i) Fees: the Master Servicer shall pay (A) to itself Late
Fees (in excess of amounts used to pay Advance Interest) relating to Mortgage
Loans which are not Specially Serviced Mortgage Loans, Modification Fees
relating to Mortgage Loans which are not Specially Serviced Mortgage Loans as
provided in Section 8.18, 50% of any assumption fees payable under Section
8.7(a) or 8.7(b), 100% of any extension fees payable under Section 8.10 or other
fees payable to the Master Servicer hereunder and (B) directly to the Special
Servicer, 50% of any assumption fees as provided in Section 8.7(a), 50% of any
assumption fees as provided in Section 8.7(b), all assumption fees relating to
Specially Serviced Mortgage Loans and Late Fees (in excess of Advance Interest
which the Master Servicer shall retain), Modification Fees and other fees
collected on Specially Serviced Mortgage Loans, in each case to the extent
provided for herein from funds paid by the applicable Mortgagor, and Late Fees
collected on Specially Serviced Mortgage Loans to the extent the Special
Servicer is entitled to such Late Fees under Section 4.5 (provided that the fees
specified in this clause (i) shall not be payable with respect to the Pari Passu
Loan);

                  (ii) Servicing Advances (including amounts later determined to
be Nonrecoverable Advances): (A) in the case of all Mortgage Loans, subject to
clause (B) below, to reimburse or pay to the Master Servicer, the Trustee and
the Fiscal Agent, pursuant to Section 4.6, (x) prior to a Final Recovery
Determination or determination in accordance with Section 4.4 that any Advance
is a Nonrecoverable Advance, Servicing Advances on the related Mortgage Loan
from payments made by the related Mortgagor of the amounts to which a Servicing
Advance relates or from REO Income from the related REO Property or from
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds or Purchase
Proceeds and, to the extent that a Servicing Advance has been or is being
reimbursed, any related Advance Interest thereon first, from Late Fees and
default interest collected during the Collection Period during which such
Advance is reimbursed, and then from Excess Liquidation Proceeds then available
and then from any other amounts on deposit in the Certificate Account; provided
that, Late Fees and default interest will be applied on a "pool basis" for
non-Specially Serviced Mortgage Loans and on a "loan-by-loan basis" (under which
Late Fees and default interest will be offset against the Advance Interest
arising only from the particular Specially Serviced Mortgage Loan) for Specially
Serviced Mortgage Loans, as the case may be, to the payment of Advance Interest
on



                                      -91-
<PAGE>

all Advances on such non-Specially Serviced Mortgage Loans or such Specially
Serviced Mortgage Loans, as the case may be, then being reimbursed or (y) after
a Final Recovery Determination or determination that any Servicing Advance on
the related Mortgage Loan is a Nonrecoverable Advance, any Servicing Advances
made on the related Mortgage Loan or REO Property from any funds on deposit in
the Certificate Account (regardless of whether such amount was recovered from
the applicable Mortgage Loan or REO Property) and pay Advance Interest thereon
first, from Late Fees and default interest collected during the Collection
Period during which such Advance is reimbursed (applying such Late Fees and
default interest on a "pool basis" for all non-Specially Serviced Mortgage Loans
and on a "loan-by-loan basis", as described above, for all Specially Serviced
Mortgage Loans, as the case may be, to the payment of Advance Interest on all
Advances on such non-Specially Serviced Mortgage Loans or such Specially
Serviced Mortgage Loans, as the case may be, then being reimbursed), then from
Excess Liquidation Proceeds then available and then from any other amounts on
deposit in the Certificate Account and (B) in the case of the Pari Passu Loan
and from any funds on deposit in the Certificate Account, to reimburse the
2000-WF2 Servicer or the 2000-WF2 Trustee and 2000-WF2 Fiscal Agent for Pari
Passu Loan Nonrecoverable Servicing Advances and any accrued and unpaid interest
thereon provided for under the 2000-WF2 Pooling and Servicing Agreement;

                  (iii) P&I Advances (including amounts later to be determined
to be Nonrecoverable Advances): (A) in the case of all Mortgage Loans, subject
to clause (B) below, to reimburse or pay to the Master Servicer, the Trustee and
the Fiscal Agent, pursuant to Section 4.6, (x) if prior to a Final Recovery
Determination or determination that any Advance is a Nonrecoverable Advance, any
P&I Advances from Late Collections made by the Mortgagor of the amounts to which
a P&I Advance relates, or REO Income from the related REO Property or from
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds or Purchase
Proceeds and, to the extent that a P&I Advance has been or is being reimbursed,
any related Advance Interest thereon, first, from Late Fees and default interest
collected during the Collection Period during which such Advance is reimbursed,
and then from Excess Liquidation Proceeds then available and then from any other
amounts on deposit in the Certificate Account; provided that, Late Fees and
default interest will be applied on a "pool basis" for non-Specially Serviced
Mortgage Loans and on a "loan-by-loan basis" (under which Late Fees and default
interest will be offset against the Advance Interest arising only from the
particular Specially Serviced Mortgage Loan) for Specially Serviced Mortgage
Loans or (y) if after a Final Recovery Determination or determination in
accordance with Section 4.4 that any P&I Advance on the related Mortgage Loan is
a Nonrecoverable Advance, for any Mortgage Loan, any P&I Advances made on the
related Mortgage Loan or REO Property from any funds on deposit in the
Certificate Account (regardless of whether such amount was recovered from the
applicable Mortgage Loan or REO Property) and any Advance Interest thereon,
first, from Late Fees and default interest collected during the Collection
Period during which such Advance is reimbursed (applying such Late Fees and
default interest on a "pool basis" for all non-Specially Serviced Mortgage Loans
and on a "loan-by-loan basis", as described above, for all Specially Serviced
Mortgage Loans, as the case may be, to the payment of Advance Interest on all
Advances on such non-Specially Serviced Mortgage Loans or such Specially
Serviced Mortgage Loans, as the case may be, then being reimbursed), then from
Excess Liquidation Proceeds then available and then from any other amounts on
deposit in the Certificate Account and (B) in the case of the Pari



                                      -92-
<PAGE>

Passu Loan and from any funds on deposit in the Certificate Account, to
reimburse the 2000-WF2 Servicer or the 2000-WF2 Trustee and 2000-WF2 Fiscal
Agent for Pari Passu Loan Nonrecoverable P&I Advances and any accrued and unpaid
interest thereon provided for under the 2000-WF2 Pooling and Servicing
Agreement;

                  (iv) Servicing Fees and Special Servicer Compensation: to pay
to itself the Master Servicing Fee, subject to reduction for any Compensating
Interest, to pay to the Special Servicer the Special Servicing Fee, to pay to
the Primary Servicers (or the Master Servicer) the Primary Servicing Fees, and
to pay to the parties entitled thereto the Excess Servicing Fees (to the extent
not previously retained by any of such parties);

                  (v) Trustee Fee and Paying Agent Fee: to pay to the
Distribution Account for withdrawal by the Paying Agent, the Paying Agent Fee
and the Trustee Fee;

                  (vi) Expenses of Trust: to pay to the Person entitled thereto
any amounts specified herein to be Additional Trust Expenses (at the time set
forth herein or in the definition thereof), the payment of which is not more
specifically provided for in this Agreement; provided that the Depositor shall
not be entitled to receive reimbursement for performing its duties under this
Agreement;

                  (vii) Liquidation Fees: upon the occurrence of a Final
Recovery Determination to pay to the Special Servicer from the Certificate
Account, the amount certified by the Special Servicer equal to the Liquidation
Fee, to the extent provided in Section 9.11 hereof;

                  (viii) Investment Income: to pay to itself income and gain
realized on the investment of funds deposited in such Certificate Account
relating to the Trust;

                  (ix) Prepayment Interest Excesses: to pay to the Master
Servicer the amount of the aggregate Prepayment Interest Excesses relating to
Mortgage Loans which are not Specially Serviced Mortgage Loans (to the extent
not offset by Prepayment Interest Shortfalls relating to such Mortgage Loans);
and to pay to the Special Servicer the amount of the aggregate Prepayment
Interest Excesses relating to Specially Serviced Mortgage Loans which have
received voluntary Principal Prepayments (not from Liquidation Proceeds or from
modifications to Specially Serviced Mortgage Loans), to the extent not offset by
Prepayment Interest Shortfalls relating to such Mortgage Loans.

                  (x) Correction of Errors: to withdraw funds deposited in the
Certificate Account in error;



                                      -93-
<PAGE>

                  (xi) Distribution Account: to make payment on each Master
Servicer Remittance Date of the remaining amounts in the Certificate Account
(including Excess Interest) to the Distribution Account (or in the case of any
Excess Interest, deposit to the Excess Interest Sub-account under Section
5.3(b)) other than amounts held for payment in future periods or pursuant to
clauses (xii) and (xiii) below;

                  (xii) Reserve Account: to make payment on each Master Servicer
Remittance Date to the Reserve Account, any Excess Liquidation Proceeds (subject
to Section 4.6(c)); and

                  (xiii) Clear and Terminate: to clear and terminate the
Certificate Account pursuant to Section 8.29.


         The Master Servicer shall keep and maintain a separate accounting for
each Mortgage Loan for the purpose of justifying any withdrawal from the
Certificate Account.

         (b) Scheduled Payments due in a Collection Period succeeding the
Collection Period relating to such Master Servicer Remittance Date, Principal
Prepayments received after the related Collection Period, or other amounts not
distributable on the related Distribution Date, shall be held in the Certificate
Account and shall be distributed on the Master Servicer Remittance Date or Dates
to which such succeeding Collection Period or Periods relate.

         (c) On each Master Servicer Remittance Date in March of every year
commencing in March 2002, the Master Servicer shall withdraw all amounts then in
the Interest Reserve Account and deposit such amounts into the Distribution
Account.

         SECTION 5.3 DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT.

         (a) The Paying Agent, on behalf of the Trustee shall establish (with
respect to clause (i), on or prior to the Closing Date, and with respect to
clause (ii), on or prior to the date the Paying Agent determines is necessary)
and maintain in its name, on behalf of the Trustee, (i) an account (the
"Distribution Account"), to be held in trust for the benefit of the Holders
until disbursed pursuant to the terms of this Agreement, titled: "Wells Fargo
Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank
National Association, as Trustee, in trust for the benefit of the Holders of
Morgan Stanley Dean Witter Capital I Inc, Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP1, Distribution Account" and (ii) an account (the
"Reserve Account") to be held in trust for the benefit of the holders of
interests in the Trust until disbursed pursuant to the terms of this Agreement,
titled: "Wells Fargo Bank Minnesota, National Association, as Paying Agent on
behalf of LaSalle Bank National Association, as Trustee, in trust for the
benefit of the Holders of Morgan Stanley Capital I, Inc., Commercial Mortgage
Pass-Through Certificates, Series 2001-TOP1, Reserve Account." The Distribution
Account and the Reserve Account shall be Eligible Accounts. Funds in the
Distribution Account and in the Reserve Account shall not be invested. The
Distribution Account and Reserve Account shall be held separate and apart from
and shall not be



                                      -94-
<PAGE>

commingled with any other monies including, without limitation, other monies of
the Paying Agent held under this Agreement.

         (b) The Paying Agent shall deposit into the Distribution Account or the
Reserve Account, as applicable, on the Business Day received all moneys remitted
by the Master Servicer pursuant to this Agreement, including P&I Advances made
by the Master Servicer, the Trustee and the Fiscal Agent and all Excess
Liquidation Proceeds. The Paying Agent shall deposit amounts constituting
collections of Excess Interest on the Mortgage Loans into the Excess Interest
Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall
have no duty to remit to the Distribution Account any amounts other than amounts
held in the Certificate Account and collected during the related Collection
Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance
Amount, and, on the Master Servicer Remittance Date occurring in March of any
year, commencing in March 2001, amounts held in the Interest Reserve Account.
The Paying Agent shall make withdrawals from the Distribution Account (including
the Excess Interest Sub-account) and the Reserve Account only for the following
purposes:

                  (i) to withdraw amounts deposited in the Distribution Account
in error and pay such amounts to the Persons entitled thereto;

                  (ii) to pay any amounts payable to the Master Servicer, the
Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee
(including the Trustee's Fee (other than that portion thereof, that constitutes
the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee),
or other expenses or other amounts permitted to be paid hereunder and not
previously paid to such Persons pursuant to Section 5.2;

                  (iii) to make distributions to the Certificateholders pursuant
to Section 6.5; and

                  (iv) to clear and terminate the Distribution Account pursuant
to Section 10.2.

         SECTION 5.4 PAYING AGENT REPORTS.

         (a) On or prior to each Distribution Date, based on information
provided in monthly reports prepared by the Master Servicer and the Special
Servicer and delivered to the Paying Agent by the Master Servicer (no later than
1:00 p.m., New York time on the Report Date), the Paying Agent shall make
available to any interested party via its internet website initially located at
"www.ctslink.com/cmbs" (the "Paying Agent's Website"), (i) the Monthly
Certificateholder's Report (substantially in the form of Exhibit M), (ii) a
report containing information regarding the Mortgage Loans as of the end of the
related Collection Period, which report shall contain substantially the
categories of information regarding the Mortgage Loans set forth in Appendix I
to the Final Prospectus Supplement and shall be presented in tabular format
substantially similar to the format utilized in such Appendix I which report may
be included as



                                      -95-
<PAGE>

part of the Monthly Certificateholders Report, (iii) the Loan Periodic Update
File, Loan Setup File, Bond Level File and the Collateral Summary File, (iv) the
supplemental reports set forth in paragraph (b) of the definition of
Unrestricted Servicer Reports and (v) as a convenience for interested parties
(and not in furtherance of the distribution thereof under the securities laws),
the Final Prospectus Supplement and this Agreement.

         In addition, on or prior to each Distribution Date, based on
information provided in monthly reports prepared by the Master Servicer and the
Special Servicer and delivered to the Paying Agent in accordance herewith, the
Paying Agent shall make available via the Paying Agent's Website, on a
restricted basis, the Restricted Servicer Reports including the Property File.
The Paying Agent shall provide access to the Restricted Servicer Reports, upon
request, to each Certificateholder, each of the parties to this Agreement, each
of the Rating Agencies, each of the Underwriters, the Operating Adviser, the
Placement Agents and any Certificate Owner upon receipt (which may be in
electronic form) from such person of an Investor Certificate in the form of
Exhibit Y, and any other person upon the direction of the Depositor, the
Placement Agents or any Underwriter. For assistance with the above-mentioned
Paying Agent services, Certificateholders or any party hereto may initially call
301-815-6600.

         The Paying Agent makes no representations or warranties as to the
accuracy or completeness of any report, document or other information made
available on the Paying Agent's Website and assumes no responsibility therefor.
The Paying Agent shall be entitled to conclusively rely on any information
provided to it by the Master Servicer or the Special Servicer and shall have no
obligation to verify such information and the Paying Agent may disclaim
responsibility for any information distributed by the Paying Agent for which it
is not the original source. In connection with providing access to the Paying
Agent's Website, the Paying Agent, may require registration and the acceptance
of a disclaimer. None of the Master Servicer, the Special Servicer, any Primary
Servicer or the Paying Agent shall be liable for the dissemination of
information in accordance with this Agreement; provided that this sentence shall
not in any way limit the liability the Paying Agent may otherwise have in the
performance of its duties hereunder.

         (b) Subject to Section 8.15, upon advance written request, if required
by federal regulation, of any Certificateholder that is a savings association,
bank, or insurance company, the Paying Agent shall provide (to the extent in its
possession) to each such Certificateholder such reports and access to
non-privileged information and documentation regarding the Mortgage Loans and
the Certificates as such Certificateholder may reasonably deem necessary to
comply with applicable regulations of the Office of Thrift Supervision or
successor or other regulatory authorities with respect to investment in the
Certificates; provided that the Paying Agent shall be entitled to be reimbursed
by such Certificateholder for the Paying Agent's actual expenses incurred in
providing such reports and access.

         (c) Upon written request, the Paying Agent shall send to each Person
who at any time during the calendar year was a Certificateholder of record,
customary information as the Paying Agent deems may be necessary or desirable
for such Holders to prepare their federal income tax returns.

         (d) [reserved]



                                      -96-
<PAGE>

         (e) The Paying Agent shall afford the Rating Agencies, the Depositor,
the Master Servicer, the Special Servicer, the Primary Servicers, the Trustee,
the Fiscal Agent, the Operating Adviser, any Certificateholder, prospective
Certificate Owner or any Person reasonably designated by any Placement Agent, or
any Underwriter upon reasonable notice and during normal business hours,
reasonable access to all relevant, non-attorney privileged records and
documentation regarding the applicable Mortgage Loans, REO Property and all
other relevant matters relating to this Agreement, and access to Responsible
Officers of the Paying Agent.

         (f) Copies (or computer diskettes or other digital or electronic
formats of such information if reasonably available in lieu of paper copies) of
any and all of the foregoing items of this Section 5.4 shall be made available
by the Paying Agent upon request; provided, however, that the Paying Agent shall
be permitted to require payment by the requesting party (other than the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent, the Operating Adviser, any Placement Agent or any Underwriter or any
Rating Agency) of a sum sufficient to cover the reasonable expenses actually
incurred by the Paying Agent of providing access or copies (including electronic
or digital copies) of any such information requested in accordance with the
preceding sentence.

         (g) The Paying Agent shall make available at its Corporate Trust Office
(either in physical or electronic form), during normal business hours, upon
reasonable advance written notice for review by any Certificateholder, any
Certificate Owner, any Prospective Investor, the Underwriters, each Rating
Agency, the Special Servicer and the Depositor, originals or copies of, among
other things, the following items: (i) the most recent property inspection
reports in the possession of the Trustee in respect of each Mortgaged Property
and REO Property, (ii) the most recent Mortgaged Property/REO Property annual
operating statement and rent roll, if any, collected or otherwise obtained by or
on behalf of the Master Servicer or the Special Servicer and delivered to the
Paying Agent, (iii) any Phase I Environmental Report or engineering report
prepared or appraisals performed in respect of each Mortgaged Property provided,
however, that the Paying Agent shall be permitted to require payment by the
requesting party (other than either Rating Agency) of a sum sufficient to cover
the reasonable expenses actually incurred by the Trustee of providing access or
copies (including electronic or digital copies) of any such information
reasonably requested in accordance with the preceding sentence.

         SECTION 5.5 PAYING AGENT TAX REPORTS. The Paying Agent shall perform
all reporting and other tax compliance duties that are the responsibility of
each REMIC Pool under the Code, REMIC Provisions, or other compliance guidance
issued by the Internal Revenue Service or any state or local taxing authority.
Consistent with this Pooling and Servicing Agreement, the Paying Agent shall
provide or cause to be provided (i) to the United States Treasury or other
Persons (including, but not limited to, the Transferor of a Class R-I, Class
R-II or Class R-III Certificate, to a Disqualified Organization or to an agent
that has acquired a Class R-I, Class R-II or Class R-III Certificate on behalf
of a Disqualified Organization) such information as is necessary for the
application of any tax relating to the transfer of a Class R-I, Class R-II or
Class R-III Certificate to any Disqualified Organization and (ii) to the
Certificateholders such information or reports as are required by the Code or
REMIC Provisions. The Master Servicer shall on a timely basis provide the Paying
Agent with such information



                                      -97-
<PAGE>

concerning the Mortgage Loans as is necessary for the preparation of the tax or
information returns or receipts of each REMIC Pool as the Paying Agent may
reasonably request from time to time. The Special Servicer is required to
provide to the Master Servicer all information in its possession with respect to
the Specially Serviced Mortgage Loans in order for the Master Servicer to comply
with its obligations under this Section 5.5. The Paying Agent shall be entitled
to conclusively rely on any such information provided to it by the Master
Servicer or the Special Servicer and shall have no obligation to verify any such
information.

                                   ARTICLE VI

                                  DISTRIBUTIONS

         SECTION 6.1 DISTRIBUTIONS GENERALLY. Subject to Section 10.2(a),
respecting the final distribution on the Certificates, on each Distribution
Date, the Paying Agent shall (1) first, withdraw from the Distribution Account
and pay to the Fiscal Agent any unpaid fees, expenses and other amounts then
required to be paid pursuant to this Agreement, and then, to the Paying Agent,
any unpaid fees, expenses and other amounts then required to be paid pursuant to
this Agreement, and then at the written direction of the Master Servicer,
withdraw from the Distribution Account and pay to the Master Servicer, the
Primary Servicers and Special Servicer any unpaid servicing compensation or
other amounts currently required to be paid pursuant to this Agreement (to the
extent not previously retained or withdrawn by the Master Servicer from the
Certificate Account), and (2) second, make distributions in the manner and
amounts set forth below.


         Each distribution to Holders of Certificates shall be made by check
mailed to such Holder's address as it appears on the Certificate Register of the
Certificate Registrar or, upon written request to the Paying Agent on or prior
to the related Record Date (or upon standing instructions given to the Paying
Agent on the Closing Date prior to any Record Date, which instructions may be
revoked at any time thereafter upon written notice to the Paying Agent five days
prior to the related Record Date) made by a Certificateholder by wire transfer
in immediately available funds to an account specified in the request of such
Certificateholder; provided, that (i) remittances to the Paying Agent shall be
made by wire transfer of immediately available funds to the Distribution Account
and the Reserve Account; and (ii) the final distribution in respect of any
Certificate shall be made only upon presentation and surrender of such
Certificate at such location specified by the Paying Agent in a notice delivered
to Certificateholders pursuant to Section 10.2(a). If any payment required to be
made on the Certificates is to be made on a day that is not a Business Day, then
such payment will be made on the next succeeding Business Day without
compensation for such delay. All distributions or allocations made with respect
to Holders of Certificates of a Class on each Distribution Date shall be made or
allocated among the outstanding Interests in such Class in proportion to their
respective initial Certificate Balances or Percentage Interests for the Class X
Certificates.



                                      -98-
<PAGE>

         SECTION 6.2 REMIC I.

         (a) On each Distribution Date, the Paying Agent shall be deemed to
distribute to itself on behalf of the Trustee, as holder of the REMIC I Regular
Interests, for the following purposes and in the following order of priority:

                  (i) from the portion of the Available Distribution Amount
attributable to interest collected or deemed collected on or with respect to
each Mortgage Loan or REO Property, Distributable Certificate Interest to each
Corresponding REMIC I Regular Interest;

                  (ii) from the portion of the Available Distribution Amount
attributable to principal collected or deemed collected on or with respect to
each Mortgage Loan or REO Property, principal to the Corresponding REMIC I
Regular Interest, until the Certificate Balance thereof is reduced to zero;

                  (iii) any remaining funds, to reimburse any Realized Losses
previously allocated to the REMIC I Regular Interests, plus interest on such
Realized Losses previously allocated thereto, at the applicable Pass-Through
Rates; and

                  (iv) thereafter, to the Class R-I Certificateholders at such
time as the Certificate Balance of all Classes of REMIC I Regular Interests have
been reduced to zero, and Realized Losses previously allocated thereto have been
reimbursed to the Holders of the REMIC I Regular Interests, any amounts
remaining.

         SECTION 6.3 REMIC II.

         (a) On each Distribution Date, the Paying Agent shall be deemed to
distribute to itself on behalf of the Trustee, as holder of the REMIC II Regular
Interests, for the following purposes and in the following order of priority:

                  (i) an amount equal to Distributable Certificate Interest for
the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class X-1 Certificates and Class X-2 Certificates to
REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular
Interest A-3, REMIC II Regular Interest A-4A, REMIC II Regular Interest A-4B,
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 K, REMIC II Regular Interest L, REMIC II Regular
Interest M and REMIC II Regular Interest N, divided among such REMIC II Regular
Interests in proportion to (A) in the case of the REMIC II Regular Interest A-1,
REMIC II Regular Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular
Interest A-4A and REMIC II Regular Interest A-4B, the Accrued Certificate
Interest for such Distribution Date and (B) in the case of 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



                                      -99-
<PAGE>

Interest H, REMIC II Regular Interest J, REMIC II Regular Interest K, REMIC II
Regular Interest L, REMIC II Regular Interest M and REMIC II Regular Interest N,
the product of one-twelfth of the Certificate Balance of such Interest and the
sum of the related Class X-1 Strip Rate and the related Class X-2 Strip Rate (if
any);

                  (ii) to REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2 and REMIC II Regular Interest A-3, in reduction of the Certificate
Balances thereof, in an amount up to the Principal Distribution Amount for such
Distribution Date: (A) first, to the REMIC II Regular Interest A-1 and REMIC II
Regular Interest A-2, pro rata (with the REMIC II Regular Interest A-1
allocation based upon the sum of the Certificate Balances of REMIC II Regular
Interest A-1 and REMIC II Regular Interest A-3 divided by the sum of the
Certificate Balances of REMIC II Regular Interest A-1, REMIC II Regular Interest
A-2 and REMIC II Regular Interest A-3, and the REMIC II Regular Interest A-2
allocation based upon the REMIC II Regular Interest A-2 Certificate Balance
divided by the sum of the outstanding Certificate Balances of REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2 and REMIC II Regular Interest A-3),
until the Certificate Balance of REMIC II Regular Interest A-1 is reduced to
zero and (B) then, to REMIC II Regular Interest A-2 and REMIC II Regular
Interest A-3, pro rata, until the Certificate Balances of REMIC II Regular
Interest A-2 and REMIC II Regular Interest A-3 are reduced to zero;

                  (iii) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest A-3, to the REMIC II Regular Interest A-4A, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1, A-2 and
A-3), until the Certificate Balance of the REMIC II Regular Interest A-4A has
been reduced to zero and upon payment in full of the Certificate Balance of the
REMIC II Regular Amount of the REMIC II Regular Interest A-4A, to the REMIC II
Regular Interest A-4B, the Principal Distribution Date for such Distribution
Date (reduced by any portion thereof deemed to be distributed to the REMIC II
Regular Interest A-1, A-2, A-3 and A-4A), until the Certificate Balance of the
REMIC II Regular Interest A-4B has been reduced to zero;

                  (iv) to REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A,
REMIC II Regular Interest A-4B, 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 Regular Interest J, REMIC II Regular Interest K, REMIC II Regular Interest
L, REMIC II Regular Interest M and REMIC II Regular Interest N, pro rata on the
basis of their respective entitlements to reimbursement described in this clause
(iv), to reimburse any Realized Losses previously allocated to REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-3,
REMIC II Regular Interest A-4A, REMIC II Regular Interest A-4B, 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 K, REMIC II Regular Interest L, REMIC II Regular Interest M and



                                     -100-
<PAGE>

REMIC II Regular Interest N as a result of the allocation of Realized Losses to
the Class X Certificates plus interest on such Realized Losses at one-twelfth of
the applicable Pass-Through Rate;

                  (v) to the REMIC II Regular Interest B, the remainder of the
Distributable Certificate Interest for such Interest for such Distribution Date
to the extent not distributed pursuant to clause (i) above;

                  (vi) upon payment in full of the Certificate Balances of the
REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular
Interest A-3, REMIC II Regular Interest A-4A and REMIC II Regular Interest A-4B,
to the REMIC II Regular Interest B, the Principal Distribution Amount for such
Distribution Date (reduced by any portion thereof deemed to be distributed to
the REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II
Regular Interest A-3, REMIC II Regular Interest A-4A and REMIC II Regular
Interest A-4B), until the Certificate Balance of the REMIC II Regular Interest B
has been reduced to zero;

                  (vii) to the REMIC II Regular Interest B, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

                  (viii) to the REMIC II Regular Interest C, the remainder of
the Distributable Certificate Interest for such Interest for such Distribution
Date to the extent not distributed pursuant to clause (i) above;

                  (ix) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest B, to the REMIC II Regular Interest C, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A,
REMIC II Regular Interest A-4B and REMIC II Regular Interest B), until the
Certificate Balance of the REMIC II Regular Interest C has been reduced to zero;

                  (x) to the REMIC II Regular Interest C, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

                  (xi) to the REMIC II Regular Interest D, the remainder of the
Distributable Certificate Interest for such Interest for such Distribution Date
to the extent not distributed pursuant to clause (i) above;



                                     -101-
<PAGE>

                  (xii) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest C, to the REMIC II Regular Interest D, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A,
REMIC II Regular Interest A-4B REMIC II Regular Interest B and REMIC II Regular
Interest C), until the Certificate Balance of the REMIC II Regular Interest D
has been reduced to zero;

                  (xiii) to the REMIC II Regular Interest D, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

                  (xiv) to the REMIC II Regular Interest E, the remainder of the
Distributable Certificate Interest for such Interest for such Distribution Date
to the extent not distributed pursuant to clause (i) above;

                  (xv) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest D, to the REMIC II Regular Interest E, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A,
REMIC II Regular Interest A-4B, REMIC II Regular Interest B, REMIC Regular
Interest C and REMIC II Regular Interest D), until the Certificate Balance of
the REMIC II Regular Interest E has been reduced to zero;

                  (xvi) to the REMIC II Regular Interest E, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

                  (xvii) to the REMIC II Regular Interest F, the remainder of
the Distributable Certificate Interest for such Interest for such Distribution
Date to the extent not distributed pursuant to clause (i) above;

                  (xviii) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest E, to the REMIC II Regular Interest F, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A,
REMIC II Regular Interest A-4B, REMIC II Regular Interest B, REMIC Regular
Interest C, REMIC II Regular Interest D and REMIC II Regular Interest E), until
the Certificate Balance of the REMIC II Regular Interest F has been reduced to
zero;



                                     -102-
<PAGE>

                  (xix) to the REMIC II Regular Interest F, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

                  (xx) to the REMIC II Regular Interest G, the remainder of the
Distributable Certificate Interest for such Interest for such Distribution Date
to the extent not distributed pursuant to clause (i) above;

                  (xxi) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest F, to the REMIC II Regular Interest G, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A,
REMIC II Regular Interest A-4B, REMIC II Regular Interest B, REMIC Regular
Interest C, REMIC II Regular Interest D, REMIC II Regular Interest E and REMIC
II Regular Interest F), until the Certificate Balance of the REMIC II Regular
Interest G has been reduced to zero;

                  (xxii) to the REMIC II Regular Interest G, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

                  (xxiii) to the REMIC II Regular Interest H, the remainder of
the Distributable Certificate Interest for such Interest for such Distribution
Date to the extent not distributed pursuant to clause (i) above;

                  (xxiv) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest G, to the REMIC II Regular Interest H, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A,
REMIC II Regular Interest A-4B, REMIC II Regular Interest B, REMIC Regular
Interest C, REMIC II Regular Interest D, REMIC II Regular Interest E, REMIC II
Regular Interest F and REMIC II Regular Interest G), until the Certificate
Balance of the REMIC II Regular Interest H has been reduced to zero;

                  (xxv) to the REMIC II Regular Interest H, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

                  (xxvi) to the REMIC II Regular Interest J, the remainder of
the Distributable Certificate Interest for such Interest for such Distribution
Date to the extent not distributed pursuant to clause (i) above;



                                     -103-
<PAGE>

                  (xxvii) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest H, to the REMIC II Regular Interest J, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A,
REMIC II Regular Interest A-4B, REMIC II Regular Interest B, REMIC Regular
Interest C, REMIC II Regular Interest D, REMIC II Regular Interest E, REMIC II
Regular Interest F, REMIC II Regular Interest G and REMIC II Regular Interest
H), until the Certificate Balance of the REMIC II Regular Interest J has been
reduced to zero;

                  (xxviii) to the REMIC II Regular Interest J, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

                  (xxix) to the REMIC II Regular Interest K, the remainder of
the Distributable Certificate Interest for such Interest for such Distribution
Date to the extent not distributed pursuant to clause (i) above;

                  (xxx) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest J to the REMIC II Regular Interest K, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A,
REMIC II Regular Interest A-4B, REMIC II Regular Interest B, REMIC 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 and
REMIC II Regular Interest J), until the Certificate Balance of the REMIC II
Regular Interest K has been reduced to zero;

                  (xxxi) to the REMIC II Regular Interest K, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

                  (xxxii) to the REMIC II Regular Interest L, the remainder of
the Distributable Certificate Interest for such Interest for such Distribution
Date to the extent not distributed pursuant to clause (i) above;

                  (xxxiii) upon payment in full of the Certificate Balance of
the REMIC II Regular Interest K to the REMIC II Regular Interest L, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II
Regular Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest
A-4A, REMIC II Regular Interest A-4B, REMIC II Regular Interest B, REMIC 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



                                     -104-
<PAGE>

Regular Interest J and REMIC II Regular Interest K), until the Certificate
Balance of the REMIC II Regular Interest L has been reduced to zero;

                  (xxxiv) to the REMIC II Regular Interest L, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

                  (xxxv) to the REMIC II Regular Interest M, the remainder of
the Distributable Certificate Interest for such Interest for such Distribution
Date to the extent not distributed pursuant to clause (i) above;

                  (xxxvi) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest L to the REMIC II Regular Interest M, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A,
REMIC II Regular Interest A-4B, REMIC II Regular Interest B, REMIC 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 K and REMIC II Regular
Interest L), until the Certificate Balance of the REMIC II Regular Interest M
has been reduced to zero;

                  (xxxvii) to the REMIC II Regular Interest M, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

                  (xxxviii) to the REMIC II Regular Interest N, the remainder of
the Distributable Certificate Interest for such Interest for such Distribution
Date to the extent not distributed pursuant to clause (i) above;

                  (xxxix) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest M to the REMIC II Regular Interest N, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A,
REMIC II Regular Interest A-4B, REMIC II Regular Interest B, REMIC 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 K, REMIC II Regular
Interest L and REMIC II Regular Interest M), until the Certificate Balance of
the REMIC II Regular Interest N has been reduced to zero;



                                     -105-
<PAGE>

                  (xl) to the REMIC II Regular Interest N, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus interest on such
Realized Losses at one-twelfth the applicable Pass-Through Rate;

                  (xli) thereafter, to the Class R-II Certificateholders at such
time as the Certificate Balances of all Classes of REMIC II Regular Interests
have been reduced to zero, and Realized Losses previously allocated thereto have
been reimbursed to the Holders of the REMIC II Regular Interests, any amounts
remaining.


         SECTION 6.4 [RESERVED].

         SECTION 6.5 REMIC III.

         (a) On each Distribution Date, the Paying Agent shall withdraw from the
Distribution Account an amount equal to the Available Distribution Amount and
shall distribute such amount (other than the amount attributable to Excess
Interest which shall be distributed in accordance with Section 6.5(c)) in the
following amounts and order of priority:

                  (i) to the Holders of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1
Certificates and Class X-2 Certificates, Distributable Certificate Interest for
such Distribution Date, pro rata in proportion to the Distributable Certificate
Interest payable to each such Class;

                  (ii) to the Holders of the Class A-1, Class A-2 and Class A-3
Certificates, in reduction of the Certificate Balances thereof, in an amount up
to the Principal Distribution Amount for such Distribution Date: (A) first, to
the Class A-1 and Class A-2 Certificates pro rata (with the Class A-1 allocation
based upon the sum of the Aggregate Certificate Balances of the Class A-1 and
Class A-3 Certificates divided by the sum of the Aggregate Certificate Balances
of the Class A-1, Class A-2 and Class A-3 Certificates, and the Class A-2
allocation based upon the Class A-2 Aggregate Certificate Balance divided by the
outstanding Aggregate Certificate Balances of the Class A-1, Class A-2 and Class
A-3 Certificates), until the Aggregate Certificate Balance of the Class A-1
Certificates is reduced to zero and (B) then, to the Class A-2 and Class A-3
Certificates pro rata until the Aggregate Certificate Balance of the Class A-2
and Class A-3 Certificates is reduced to zero;

                  (iii) upon payment in full of the Certificate Balance of the
Class A-3 Certificates, to the Holders of the Class A-4 Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof distributed to the Holders of the Class A-3 Certificates), until the
Certificate Balance of the Class A-4 Certificates has been reduced to zero;



                                     -106-
<PAGE>

                  (iv) to the Holders of the Class A Certificates, Class X-1
Certificates and Class X-2 Certificates, pro rata, to reimburse any Realized
Losses previously allocated thereto plus interest on such Realized Losses at
one-twelfth the applicable Pass-Through Rate;

                  (v) to the Holders of the Class B Certificates, Distributable
Certificate Interest for such Distribution Date;

                  (vi) upon payment in full of the Certificate Balance of the
Class A-4 Certificates, to the Holders of the Class B Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof distributed to the Holders of the Class A Certificates), until the
Certificate Balance of the Class B Certificates has been reduced to zero;

                  (vii) to the Holders of the Class B Certificates, to reimburse
any Realized Losses previously allocated thereto, plus interest on such Realized
Losses at one-twelfth the applicable Pass-Through Rate);

                  (viii) to the Holders of the Class C Certificates,
Distributable Certificate Interest for such Distribution Date;

                  (ix) upon payment in full of the Certificate Balance of the
Class B Certificates, to the Holders of the Class C Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
distributed to the Holders of the Class A and Class B Certificates), until the
Certificate Balance of the Class C Certificates has been reduced to zero;

                  (x) to the Holders of the Class C Certificates, to reimburse
any Realized Losses previously allocated thereto, plus interest on such Realized
Losses at one-twelfth the applicable Pass-Through Rate;

                  (xi) to the Holders of the Class D Certificates, Distributable
Certificate Interest for such Distribution Date;

                  (xii) upon payment in full of the Certificate Balance of the
Class C Certificates, to the Holders of the Class D Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
distributed to the Holders of the Class A, Class B and Class C Certificates),
until the Certificate Balance of the Class D Certificates has been reduced to
zero;



                                     -107-
<PAGE>

                  (xiii) to the Holders of the Class D Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                  (xiv) to the Holders of the Class E Certificates,
Distributable Certificate Interest for such Distribution Date;

                  (xv) upon payment in full of the Certificate Balance of the
Class D Certificates, to the Holders of the Class E Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
distributed to the Holders of the Class A, Class B, Class C and Class D
Certificates), until the Certificate Balance of the Class E Certificates has
been reduced to zero;

                  (xvi) to the Holders of the Class E Certificates, to reimburse
any Realized Losses previously allocated thereto, plus interest on such Realized
Losses at one-twelfth the applicable Pass-Through Rate;

                  (xvii) to the Holders of the Class F Certificates,
Distributable Certificate Interest for such Distribution Date;

                  (xviii) upon payment in full of the Certificate Balance of the
Class E Certificates, to the Holders of the Class F Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
distributed to the Holders of the Class A, Class B, Class C, Class D and Class E
Certificates), until the Certificate Balance of the Class F Certificates has
been reduced to zero;

                  (xix) to the Holders of the Class F Certificates, to reimburse
any Realized Losses previously allocated thereto, plus interest on such Realized
Losses at one-twelfth the applicable Pass-Through Rate;

                  (xx) to the Holders of the Class G Certificates, Distributable
Certificate Interest for such Distribution Date;

                  (xxi) upon payment in full of the Certificate Balance of the
Class F Certificates, to the Holders of the Class G Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
distributed to the Holders of the Class A, Class B, Class C, Class D, Class E
and Class F Certificates), until the Certificate Balance of the Class G
Certificates has been reduced to zero;



                                     -108-
<PAGE>

                  (xxii) to the Holders of the Class G Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the Pass-Through Rate;

                  (xxiii) to the Holders of the Class H Certificates,
Distributable Certificate Interest for such Distribution Date;

                  (xxiv) upon payment in full of the Certificate Balance of the
Class G Certificates, to the Holders of the Class H Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
distributed to the Holders of the Class A, Class B, Class C, Class D, Class E,
Class F and Class G Certificates), until the Certificate Balance of the Class H
Certificates has been reduced to zero;

                  (xxv) to the Holders of the Class H Certificates, to reimburse
any Realized Losses previously allocated thereto, plus interest on such Realized
Losses at one-twelfth the Pass-Through Rate;

                  (xxvi) to the Holders of the Class J Certificates,
Distributable Certificate Interest for such Distribution date;

                  (xxvii) upon payment in full of the Certificate Balance of the
Class H Certificates, to the Holders of the Class J Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by a any portion thereof
distributed to the Holders of the Class A, Class B, Class C, Class D, Class E,
Class F, Class G and Class H Certificates), until the Certificate Balance of the
Class J Certificates has been reduced to zero;

                  (xxviii) to the Holders of the Class J Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the Pass-Through Rate;

                  (xxix) to the Holders of the Class K Certificates,
Distributable Certificate Interest for such Distributable Date;

                  (xxx) upon payment in full of the Certificate Balance of the
Class J Certificates, to the Holders of the Class K Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
distributed to the Holders of the Class A, Class B, Class C, Class D, Class E,
Class F, Class G, Class H and Class J Certificates), until the Certificate
Balance of the Class K Certificates has been reduced to zero;



                                     -109-
<PAGE>

                  (xxxi) to the Holders of the Class K Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the Pass-Through Rate;

                  (xxxii) to the Holders of the Class L Certificates,
Distributable Certificate Interest for such Distributable Date;

                  (xxxiii) upon payment in full of the Certificate Balance of
the Class K Certificates, to the Holders of the Class L Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof distributed to the Holders of the Class A, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J and Class K Certificates), until the
Certificate Balance of the Class L Certificates has been reduced to zero;

                  (xxxiv) to the Holders of the Class L Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the Pass-Through Rate;

                  (xxxv) to the Holders of the Class M Certificates,
Distributable Certificate Interest for such Distributable Date;

                  (xxxvi) upon payment in full of the Certificate Balance of the
Class L Certificates, to the Holders of the Class M Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
distributed to the Holders of the Class A, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K and Class L Certificates), until the
Certificate Balance of the Class M Certificates has been reduced to zero;

                  (xxxvii) to the Holders of the Class M Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the Pass-Through Rate;

                  (xxxviii) to the Holders of the Class N Certificates,
Distributable Certificate Interest for such Distributable Date;

                  (xxxix) upon payment in full of the Certificate Balance of the
Class M Certificates, to the Holders of the Class N Certificates, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
distributed to the Holders of the Class A, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K, Class L and Class M Certificates),
until the Certificate Balance of the Class N Certificates has been reduced to
zero;



                                     -110-
<PAGE>

                  (xl) to the Holders of the Class N Certificates, to reimburse
any Realized Losses previously allocated thereto, plus interest on such Realized
Losses at one-twelfth the Pass-Through Rate;

                  (xli) to the Holders of the Class R-III Certificates at such
time as the Certificate Balances of all Classes of REMIC Regular Certificates
have been reduced to zero, and Realized Losses previously allocated to each
Holder have been reimbursed to the Holders of the REMIC Regular Certificates,
any amounts remaining on deposit in the Distribution Account.


         Notwithstanding the foregoing, on each Distribution Date occurring on
or after the earliest date, if any, upon which the Certificate Balances of all
the Classes of Subordinate Certificates have been reduced to zero or the
aggregate Appraisal Reduction in effect is greater than or equal to Certificate
Balances of all the Classes of Subordinate Certificates, the Principal
Distribution Amount will be distributed, first, to the Holders of the Class A-1,
Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on their
respective Certificate Balances, in reduction of their respective Certificate
Balances, until the Certificate Balance of each such Class is reduced to zero;
and, second, to the Holders of the Class A-1, Class A-2, Class A-3 and Class A-4
Certificates, pro rata, based on the respective amounts of unreimbursed Realized
Losses previously allocated to each such Class.

         (b) On each Distribution Date, the Paying Agent shall withdraw amounts
in the Reserve Account and shall pay the Certificateholders on such Distribution
Date such amounts in the following priority:

                  (i) first, to reimburse the Holders of the Principal Balance
Certificates (in order of alphabetical Class designation) for any, and to the
extent of, Realized Losses previously allocated to them; and

                  (ii) second, upon the reduction of the Aggregate Certificate
Balance of the Principal Balance Certificates to zero, to pay any amounts
remaining on deposit in such account to the Special Servicer as additional
Special Servicer Compensation.

         (c) On each Distribution Date, the Paying Agent shall withdraw from the
Excess Interest Sub-account any Excess Interest on deposit therein, and the
Paying Agent shall pay such Excess Interest on such Distribution Date to the
Class N Certificates (even if the Certificate Balance of the Class N
Certificates has been reduced to zero for any reason).

         SECTION 6.6 ALLOCATION OF REALIZED LOSSES, EXPENSE LOSSES AND
SHORTFALLS DUE TO NONRECOVERABILITY.

         (a) REMIC I. On each Distribution Date, except as provided in
subsection (b) below,



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<PAGE>

                  (i) Realized Principal Losses on each Mortgage Loan realized
during the related Collection Period shall reduce the Certificate Balance of the
Corresponding REMIC I Regular Interest;

                  (ii) Realized Interest Losses on each Mortgage Loan shall be
allocated to reduce first, Distributable Certificate Interest for such
Distribution Date, and then Unpaid Interest in each case owing on the
Corresponding REMIC I Regular Interest; and to the extent that such Realized
Interest Loss exceeds such amount, shall be treated as an Expense Loss;

                  (iii) Expense Losses (not otherwise applied above) realized
during the related Collection Period shall be allocated among the REMIC I
Regular Interests in proportion to their Certificate Balances after making all
other allocations for such Distribution Date.

         (b) In the event that the Master Servicer, the Trustee or the Fiscal
Agent, determines that an Advance previously made by it is a Nonrecoverable
Advance and the Master Servicer withdraws the amount of such Advance from the
Certificate Account pursuant to Section 5.2(a) hereof (which amount shall be
treated as an Available Advance Reimbursement Amount pursuant to Section 4.6),
it shall determine the portion of the amount so withdrawn that is attributable
to (w) interest on the related Mortgage Loan; (x) principal on the related
Mortgage Loan; (y) Servicing Advances; and (z) Advance Interest. The portion of
the amount so withdrawn from the Certificate Account that is allocable to:

                  (i) amounts previously advanced as interest on the related
Mortgage Loan shall reduce the Available Distribution Amount for REMIC I and
shall be allocated to reduce the amount of interest paid on each REMIC I Regular
Interest on such Distribution Date in proportion to Distributable Certificate
Interest otherwise payable thereon, and shall result in Unpaid Interest on each
such REMIC I Regular Interest;

                  (ii) amounts previously advanced as principal on the related
Mortgage Loan shall reduce the Available Distribution Amount for REMIC I and
shall be allocated to reduce the principal paid on each REMIC I Regular Interest
on which principal would otherwise be paid on such Distribution Date, in
proportion to such principal payments; and

                  (iii) amounts previously advanced as Servicing Advances, as
well as Advance Interest owing to the Master Servicer, the Trustee or the Fiscal
Agent with respect to Advances shall be treated as Expense Losses and allocated
in accordance with Section 6.6(a)(iii) above.

         (c) At such time as a Final Recovery Determination is made with respect
to any Mortgage Loan with respect to which the Master Servicer previously had
withdrawn amounts from the Certificate Account following a determination that
Advances previously made were Nonrecoverable Advances, or at such other time as
a Realized Loss shall occur with respect to any such Mortgage Loan, the Master
Servicer shall compute the Realized Loss with respect



                                     -112-
<PAGE>

to such Mortgage Loan and the Paying Agent shall allocate such Realized Loss as
follows:

                  (i) to the extent that any Realized Principal Loss does not
exceed the Certificate Balance on the Corresponding REMIC I Regular Interest,
such Realized Principal Loss shall be allocated to such REMIC I Regular
Interest; and to the extent that any Realized Principal Loss exceeds the
Certificate Balance of the Corresponding REMIC I Regular Interest, such Realized
Principal Loss shall be allocated to the other Corresponding REMIC I Regular
Interests with respect to which distributions of principal were reduced pursuant
to Section 6.6(b)(i) above, in proportion to the amount of such reductions;

                  (ii) any Realized Interest Loss shall be allocated to the
Corresponding REMIC I Interest to the extent of Unpaid Interest thereon and any
remaining portion of the Realized Interest Loss shall be allocated as a Realized
Interest Loss on each REMIC I Regular Interest with respect to which Unpaid
Interest was created pursuant to Section 6.6(b)(ii) above in proportion to the
amount of Unpaid Interest resulting from the reduction in distributions of
interest on such REMIC I Regular Interest pursuant to Section 6.6(b)(ii) above;

                  (iii) the portion of the amount recovered on the Mortgage Loan
with respect to which amounts were withdrawn from the Certificate Account that
are treated as Recoveries of principal on the Mortgage Loan shall be applied
first, to make payments of principal on the Corresponding REMIC I Regular
Interest until the Certificate Balance thereof is reduced to zero and thereafter
to make payments of principal to the Corresponding REMIC I Regular Interests
with respect to which principal distributions were reduced pursuant to Section
6.6(b)(i) above, in proportion to the amount of such reductions;

                  (iv) the portion of the amount recovered on the Mortgage Loan
with respect to which amounts were withdrawn from the Certificate Account that
are treated as Recoveries of interest on the Mortgage Loan shall be applied
first, to make payments of Unpaid Interest on the Corresponding REMIC I Regular
Interest and thereafter to make payments of interest on each REMIC I Interest
with respect to which Unpaid Interest was created pursuant to Section 6.6(b)(ii)
above in proportion to the amount of Unpaid Interest resulting from the
reduction in distributions of interest on such REMIC I Regular Interest pursuant
to Section 6.6(b)(ii) above; and

                  (v) the portion of the amount recovered on the Mortgage Loan
with respect to which amounts were withdrawn from the Certificate Account that
is treated as a recovery of expenses on the Mortgage Loan shall be applied in
reimbursement of Expense Losses on each REMIC I Regular Interest with respect to
which an Expense Loss was created pursuant to Section 6.6(b)(iii) above in
proportion to the amount of the Expense Loss allocated thereto pursuant to
Section 6.6(b)(iii) above.



                                     -113-
<PAGE>

         (d) REMIC II. On each Distribution Date, all Realized Losses and
Expense Losses on the REMIC I Interests for such Distribution Date (or for prior
Distribution Dates, to the extent not previously allocated) shall be allocated
to the Corresponding REMIC II Regular Interests in the amounts and in the manner
as will be allocated to the REMIC Regular Certificates relating thereto pursuant
to Section 6.6(f). Realized Losses allocated to the Class X Certificates shall
reduce the amount of interest payable on the REMIC II Regular Interest A-1,
REMIC II Regular Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular
Interest A-4A, REMIC II Regular Interest A-4B, 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 K,
REMIC II Regular Interest L, REMIC II Regular Interest M and REMIC II Regular
Interest N, which reduction shall be allocated pro rata based on the product of
the Certificate Balance of such REMIC II Regular Interest and the sum of the
Class X-1 Strip Rate and the Class X-2 Strip Rate (if any) applicable to the
Class of Certificates relating to such REMIC II Regular Interest.

         (e) [Reserved].

         (f) REMIC III. On each Distribution Date, all Realized Losses on the
REMIC II Regular Interests for such Distribution Date (or for prior Distribution
Dates, to the extent not previously allocated) shall be allocated to the REMIC
Regular Certificates in Reverse Sequential Order, with such reductions being
allocated among the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class X-1 Certificates and Class X-2
Certificates, pro rata, in each case reducing (A) the Certificate Balance of
such Class until such Certificate Balance is reduced to zero (in the case of the
Class A Certificates); (B) Unpaid Interest owing to such Class to the extent
thereof; and (C) Distributable Certificate Interest owing to such Class,
provided, that Realized Losses and Expense Losses shall not reduce the Aggregate
Certificate Balance of the REMIC Regular Certificates below the sum of the
Aggregate Certificate Balances of the REMIC II Regular Interests.

         SECTION 6.7 NET AGGREGATE PREPAYMENT INTEREST SHORTFALLS. On each
Distribution Date, any Net Aggregate Prepayment Interest Shortfalls in REMIC I,
shall be allocated among the REMIC I Regular Interests, pro rata in proportion
to the Accrued Certificate Interest for each such REMIC I Regular Interest for
such Distribution Date and shall reduce Distributable Certificate Interest for
each such Interest. On each Distribution Date, any Net Aggregate Prepayment
Interest Shortfalls in REMIC II shall be allocated among the REMIC II Regular
Interests, pro rata in proportion to the Accrued Certificate Interest for each
such REMIC II Regular Interest for such Distribution Date and shall reduce
Distributable Certificate Interest for each such Interest. On each Distribution
Date, the amount of any Net Aggregate Prepayment Interest Shortfalls on the
REMIC III Regular Interests shall be allocated to each Class of Certificates,
pro rata, in proportion to the amount of Accrued Certificate Interest payable to
such Class of Certificates on such Distribution Date, in each case reducing
interest otherwise payable thereon. The amount of Net Aggregate Prepayment
Interest Shortfalls allocated to a Class of Certificates pursuant to the
preceding sentence shall reduce the Distributable Certificate Interest for such
Class for such Distribution Date.



                                     -114-
<PAGE>

         SECTION 6.8 ADJUSTMENT OF SERVICING FEES. The Master Servicing Fee
payable to the Master Servicer shall be adjusted as provided in Section 8.10(c)
herein. Any amount retained by REMIC I as a result of a reduction of the Master
Servicing Fee shall be treated as interest collected with respect to the prepaid
Mortgage Loans with respect to which the Master Servicing Fee adjustment occurs.

         SECTION 6.9 APPRAISAL REDUCTIONS. Not later than the date on which an
Appraisal Event occurs, the Special Servicer shall have obtained (A) an
Appraisal of the Mortgaged Property securing such Mortgage Loan, if such
Principal Balance exceeds $2,000,000 or (B) at the option of the Special
Servicer, if such Principal Balance is less than or equal to $2,000,000, either
an internal valuation prepared by the Special Servicer in accordance with MAI
standards or an Appraisal which in all cases shall be completed as of the date
that such Mortgage Loan becomes a Required Appraisal Loan; provided that if the
Special Servicer had completed or obtained an Appraisal or internal valuation
within the immediately prior 12 months, the Special Servicer may rely on such
Appraisal or internal valuation and shall have no duty to prepare a new
Appraisal or internal valuation, unless such reliance would not be in accordance
with the Servicing Standard; provided, further, that if the Special Servicer is
required to obtain an Appraisal of a Mortgaged Property after receipt of the
notice described in clause (ii) of the definition of Appraisal Event, such
Appraisal will be obtained no later than 60 days after receipt of such notice
and an internal valuation will be obtained no later than 60 days after receipt
of such notice. Such Appraisal or valuation shall be conducted in accordance
with the definition of "market value" as set forth in 12 C.F.R. ss. 225.62 and
shall be updated at least annually to the extent such Mortgage Loan remains a
Required Appraisal Loan. The cost of any such Appraisal or valuation, if not
performed by the Special Servicer, shall be an expense of the Trust and may be
paid from REO Income or, to the extent collections from such related Mortgage
Loan or Mortgaged Property does not cover the expense, such unpaid expense shall
be, subject to Section 4.4 hereof, advanced by the Master Servicer at the
request of the Special Servicer pursuant to Section 4.6 in which event it shall
be treated as a Servicing Advance. The Master Servicer, based on the Appraisal
or internal valuation provided to it by the Special Servicer, shall calculate
any Appraisal Reduction. The Master Servicer shall calculate or recalculate the
Appraisal Reduction for any Mortgage Loan based on updated Appraisals or
internal valuations provided from time to time to it by the Special Servicer.

         SECTION 6.10 COMPLIANCE WITH WITHHOLDING REQUIREMENTS. Notwithstanding
any other provision of this Agreement to the contrary, the Paying Agent on
behalf of the Trustee shall comply with all federal withholding requirements
with respect to payments to Certificateholders of interest, original issue
discount, or other amounts that the Paying Agent reasonably believes are
applicable under the Code. The consent of Certificateholders shall not be
required for any such withholding and any amount so withheld shall be regarded
as distributed to the related Certificateholders for purposes of this Agreement.
In the event the Paying Agent withholds any amount from payments made to any
Certificateholder pursuant to federal withholding requirements, the Paying Agent
shall indicate to such Certificateholder the amount withheld.

         SECTION 6.11 PREPAYMENT PREMIUMS. Any Prepayment Premium collected with
respect to a Mortgage Loan during any particular Collection Period will be
deemed



                                     -115-
<PAGE>

distributed to the Trustee by the Paying Agent on the following Distribution
Date as follows: (i) first, the Paying Agent shall be deemed to distribute to
the Trustee, as holder of the REMIC I Regular Interest to which such Mortgage
Loan relates, any Prepayment Premiums collected on or with respect to such
Mortgage Loan; and (ii) second, the Paying Agent shall be deemed to distribute
to the Trustee, as holder of the REMIC II Regular Interests, any Prepayment
Premiums deemed distributed to the REMIC I Regular Interests, and shall be
deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest
then entitled to distributions of principal from the Principal Distribution
Amount (or, if more than one Class of REMIC II Regular Interests is then
entitled to distributions of principal from the Principal Distribution Amount,
such Prepayment Premiums shall be deemed distributed among such Classes pro rata
in accordance with the relevant amounts of entitlements to distributions of
principal). Following such deemed distributions, the Holders of the respective
Classes of Principal Balance Certificates, other than the Class H, Class J,
Class K, Class L, Class M and Class N Certificates, then entitled to
distributions of principal from the Principal Distribution Amount for such
Distribution Date, will be entitled to, and the Paying Agent on behalf of the
Trustee will pay to such Holder(s), an amount equal to, in the case of each such
Class, the lesser of (A) the amount of the Prepayment Premium, and (B) (i) the
amount of the Prepayment Premium multiplied by (ii) a fraction, expressed as a
percentage, the numerator of which is equal to the excess, if any, of the
Pass-Through Rate applicable to the most senior of such Classes of Certificates
then outstanding (or, if more than one of the Classes of Class A Certificates
are outstanding, the Class with the lowest numerical designation), over the
relevant Discount Rate, and the denominator of which is equal to the excess, if
any, of the Mortgage Rate of the Mortgage Loan that prepaid over the relevant
Discount Rate. If there is more than one such Class of Principal Balance
Certificates entitled to distributions of principal on such Distribution Date,
the aggregate amount described in the preceding sentence will be allocated among
such Classes on a pro rata basis in accordance with the relative amounts of
entitlement to such distributions of principal. Any portion of such Prepayment
Premium that is not so distributed to the Holders of such Principal Balance
Certificates will be distributed to the Holders of the Class X-1 Certificates.
The Trustee shall not be responsible for the Paying Agent's failure to comply
with any withholding requirements.

                                  ARTICLE VII

          CONCERNING THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT

         SECTION 7.1 DUTIES OF THE TRUSTEE, THE FISCAL AGENT AND THE PAYING
AGENT.

         (a) The Trustee, the Fiscal Agent and the Paying Agent each shall
undertake to perform only those duties as are specifically set forth in this
Agreement and no implied covenants or obligations shall be read into this
Agreement against the Trustee, the Fiscal Agent or the Paying Agent. Any
permissive right of the Trustee, the Fiscal Agent or the Paying Agent provided
for in this Agreement shall not be construed as a duty of the Trustee, the
Fiscal Agent or the Paying Agent. The Trustee, the Fiscal Agent and the Paying
Agent each shall exercise such of the rights and powers vested in it by this
Agreement and following the occurrence and during the continuation of any Event
of Default hereunder, the Trustee and Fiscal Agent and the Paying Agent each
shall use the same degree of care and skill in its exercise as a prudent Person
would exercise or use under the circumstances in the conduct of such Person's
own affairs.



                                     -116-
<PAGE>

         (b) The Trustee, the Fiscal Agent or the Paying Agent, as applicable,
upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee, the Fiscal
Agent or the Paying Agent , as the case may be, which are specifically required
to be furnished pursuant to any provision of this Agreement, shall examine them
to determine whether they on their face conform to the requirements of this
Agreement; provided that the Trustee, the Fiscal Agent or the Paying Agent, as
the case may be, shall not be responsible for the accuracy or content of any
such resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Master Servicer or any other Person to it
pursuant to this Agreement. If any such instrument is found on its face not to
conform to the requirements of this Agreement, the Trustee or the Paying Agent
shall request the providing party to correct the instrument and if not so
corrected, the Trustee shall inform the Certificateholders.

         (c) Neither the Trustee, the Fiscal Agent nor the Paying Agent nor any
of their respective directors, officers, employees, agents or Controlling
Persons shall have any liability to the Trust or the Certificateholders arising
out of or in connection with this Agreement, except for their respective
negligence or willful misconduct. No provision of this Agreement shall be
construed to relieve the Trustee, the Fiscal Agent, the Paying Agent or any of
their respective directors, officers, employees, agents or Controlling Persons
from liability for their own negligent action, their own negligent failure to
act or their own willful misconduct or bad faith; provided that:

                  (i) neither the Trustee, the Fiscal Agent nor the Paying
Agent nor any of their respective directors, officers, employees, agents or
Controlling Persons shall be personally liable with respect to any action taken,
suffered or omitted to be taken by it in its reasonable business judgment in
accordance with this Agreement or at the direction of Holders of Certificates
evidencing not less than a majority of the outstanding Certificate Balance of
the Certificates;

                  (ii) no provision of this Agreement shall require either the
Trustee, the Fiscal Agent or the Paying Agent to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it;

                  (iii) neither the Trustee, the Fiscal Agent nor the Paying
Agent nor any of their respective directors, officers, employees, agents or
Controlling Persons shall be responsible for any act or omission of the Master
Servicer, the Special Servicer, the Depositor or either Seller, or for the acts
or omissions of each other, including, without limitation, in connection with
actions taken pursuant to this Agreement;

                  (iv) the execution by the Trustee or the Paying Agent of any
forms or plans of liquidation in connection with any REMIC Pool shall not
constitute a representation by the Trustee or the Paying Agent as to the
adequacy of such form or plan of liquidation;



                                     -117-
<PAGE>

                  (v) none of the Trustee, the Fiscal Agent nor the Paying Agent
shall be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its duties as Trustee, the Fiscal Agent or the Paying
Agent, as applicable in accordance with this Agreement. In such event, all legal
expense and costs of such action shall be expenses and costs of the Trust, and
the Trustee, the Paying Agent and the Fiscal Agent shall be entitled to be
reimbursed therefor from the Certificate Account pursuant to Section 5.2(a)(vi);
and

                  (vi) neither the Trustee, the Fiscal Agent nor the Paying
Agent shall be charged with knowledge of any failure by the Master Servicer or
the Special Servicer or by each other to comply with its obligations under this
Agreement or any act, failure, or breach of any Person upon the occurrence of
which the Trustee, the Fiscal Agent or the Paying Agent may be required to act,
unless a Responsible Officer of the Trustee, the Fiscal Agent or the Paying
Agent, as the case may be, obtains actual knowledge of such failure.

         SECTION 7.2 CERTAIN MATTERS AFFECTING THE TRUSTEE, THE FISCAL AGENT AND
THE PAYING AGENT.

         (a) Except as otherwise provided in Section 7.1:

                  (i) the Trustee, the Fiscal Agent and the Paying Agent each
may request, and may rely and shall be protected in acting or refraining from
acting upon any resolution, Officer's Certificate, certificate of auditors or
any other certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;

                  (ii) the Trustee, the Fiscal Agent and the Paying Agent each
may consult with counsel and the advice of such counsel and any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;

                  (iii) neither the Trustee nor the Fiscal Agent nor the Paying
Agent nor any of their respective directors, officers, employees, agents or
Controlling Persons shall be personally liable for any action taken, suffered or
omitted by such Person in its reasonable business judgment and reasonably
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;

                  (iv) the Trustee and the Paying Agent shall not be under any
obligation to exercise any remedies after default as specified in this Agreement
or to institute, conduct or defend any litigation hereunder or relating hereto
or make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document (provided the same appears
regular on its face), unless requested in writing to do so by Holders of at
least 25% of the



                                     -118-
<PAGE>

Aggregate Certificate Balance of the Certificates then outstanding provided
that, if the payment within a reasonable time to the Trustee or the Paying
Agent, as applicable, of the costs, expenses or liabilities likely to be
incurred by it in connection with the foregoing is, in the opinion of such
Person not reasonably assured to such Person by the security afforded to it by
the terms of this Agreement, such Person may require reasonable indemnity
against such expense or liability or payment of such estimated expenses as a
condition to proceeding. The reasonable expenses of the Trustee or the Paying
Agent, as applicable, shall be paid by the Certificateholders requesting such
examination;

                  (v) the Trustee, the Fiscal Agent and the Paying Agent each
may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys, which agents or
attorneys shall have any or all of the rights, powers, duties and obligations of
the Trustee, the Fiscal Agent and the Paying Agent conferred on them by such
appointment; provided that each of the Trustee, the Fiscal Agent and the Paying
Agent, as the case may be, shall continue to be responsible for its duties and
obligations hereunder and shall not be liable for the actions or omissions of
the Master Servicer, the Special Servicer, the Depositor or the actions or
omissions of each other;

                  (vi) neither the Trustee nor the Fiscal Agent nor the Paying
Agent shall be required to obtain a deficiency judgment against a Mortgagor;

                  (vii) neither the Trustee nor the Fiscal Agent nor the Paying
Agent shall be required to expend its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such liability is not assured to it;

                  (viii) neither the Trustee nor the Fiscal Agent nor the Paying
Agent shall be liable for any loss on any investment of funds pursuant to this
Agreement;

                  (ix) unless otherwise specifically required by law, neither
the Trustee nor the Fiscal Agent nor the Paying Agent shall be required to post
any surety or bond of any kind in connection with the execution or performance
of its duties hereunder; and

                  (x) except as specifically provided hereunder in connection
with the performance of its specific duties, neither the Trustee nor the Fiscal
Agent nor the Paying Agent shall be responsible for any act or omission of the
Master Servicer, the Special Servicer, the Depositor or of each other.

         (b) Following the Closing Date, the Trustee shall not accept any
contribution of assets to the Trust not specifically contemplated by this
Agreement unless the Trustee shall



                                     -119-
<PAGE>

have received a Nondisqualification Opinion at the expense of the Person
desiring to contribute such assets with respect to such contribution.

         (c) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
any proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.

         (d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust or its assets or
transactions including, without limitation, (A) "prohibited transaction" penalty
taxes as defined in Section 860F of the Code, if, when and as the same shall be
due and payable, (B) any tax on contributions to a REMIC after the Closing Date
imposed by Section 860G(d) of the Code and (C) any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, but only if
such taxes arise out of a breach by the Trustee of its obligations hereunder,
which breach constitutes negligence or willful misconduct of the Trustee.

         (e) The Paying Agent shall timely pay, from its own funds, the amount
of any and all federal, state and local taxes imposed on the Trust or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Paying Agent of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Paying Agent.

         SECTION 7.3 THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT NOT
LIABLE FOR CERTIFICATES OR INTERESTS OR MORTGAGE LOANS. The Trustee, the Fiscal
Agent and the Paying Agent each makes no representations as to the validity or
sufficiency of this Agreement, the information contained in the Private
Placement Memorandum, the Preliminary Prospectus Supplement, the Final
Prospectus Supplement or Prospectus for the REMIC III Certificates or Residual
Certificates (other than the Certificate of Authentication on the Certificates
if the Paying Agent is the Authenticating Agent) or of any Mortgage Loan,
Assignment of Mortgage or related document save that (i) each of the Trustee,
the Fiscal Agent and the Paying Agent represents that, assuming due execution
and delivery by the other parties hereto, this Agreement has been duly
authorized, executed and delivered by it and constitutes its valid and binding
obligation, enforceable against it in accordance with its terms except that such
enforceability may be subject to (A) applicable bankruptcy and insolvency laws
and other similar laws affecting the enforcement of the rights of creditors
generally, and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law and (ii) the
Trustee represents that, assuming due execution and delivery by the other
parties hereto, this Agreement has been duly authorized, executed and delivered
by it and constitutes its valid and binding obligation, enforceable against it
in accordance with its terms except that such enforceability may be subject to
(A) applicable bankruptcy and insolvency laws and other similar laws affecting
the enforcement of the rights of creditors generally, and (B) general principles
of equity regardless of whether such enforcement is considered in a proceeding
in equity or at law.



                                     -120-
<PAGE>

None of the Trustee, the Fiscal Agent or the Paying Agent shall be accountable
for the use or application by the Depositor or the Master Servicer or the
Special Servicer or by each other of any of the Certificates or any of the
proceeds of such Certificates, or for the use or application by the Depositor or
the Master Servicer or the Special Servicer or by each other of funds paid in
consideration of the assignment of the Mortgage Loans to the Trust or deposited
into the Distribution Account or any other fund or account maintained with
respect to the Certificates or any account maintained pursuant to this Agreement
or for investment of any such amounts. No recourse shall be had for any claim
based on any provisions of this Agreement, the Private Placement Memorandum, the
Preliminary Prospectus Supplement, the Final Prospectus Supplement, the
Prospectus or the Certificates (except with respect to the Trustee and Fiscal
Agent to the extent of information furnished by the Trustee and the Fiscal Agent
under the caption entitled "DESCRIPTION OF THE OFFERED CERTIFICATES-- The
Trustee and the Fiscal Agent" and with respect to the Paying Agent, to the
extent of information furnished by the Paying Agent under the caption
"DESCRIPTION OF THE OFFERED CERTIFICATES-- Paying Agent, Certificate Registrar
and Authenticating Agent" each in the Preliminary Prospectus Supplement and the
Final Prospectus Supplement), the Mortgage Loans or the assignment thereof
against the Trustee, the Fiscal Agent or the Paying Agent in such Person's
individual capacity and any such claim shall be asserted solely against the
Trust or any indemnitor who shall furnish indemnity as provided herein. Neither
the Trustee nor the Fiscal Agent nor the Paying Agent shall be liable for any
action or failure of any action by the Depositor or the Master Servicer or the
Special Servicer or by each other hereunder. Neither the Trustee nor the Fiscal
Agent nor the Paying Agent shall at any time have any responsibility or
liability for or with respect to the legality, validity or enforceability of the
Mortgages or the Mortgage Loans, or the perfection and priority of the Mortgages
or the maintenance of any such perfection and priority, or for or with respect
to the efficacy of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation, the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon; the validity
of the assignment of the Mortgage Loans to the Trust or of any intervening
assignment; the completeness of the Mortgage Loans; the performance or
enforcement of the Mortgage Loans (other than if the Trustee shall assume the
duties of the Master Servicer); the compliance by the Depositor, each Seller,
the Mortgagor or the Master Servicer or the Special Servicer or by each other
with any warranty or representation made under this Agreement or in any related
document or the accuracy of any such warranty or representation made under this
Agreement or in any related document prior to the receipt by a Responsible
Officer of the Trustee of notice or other discovery of any non-compliance
therewith or any breach thereof; any investment of monies by or at the direction
of the Master Servicer or the Special Servicer or any loss resulting therefrom;
the failure of the Master Servicer or any Sub-Servicer or the Special Servicer
to act or perform any duties required of it on behalf of the Trustee hereunder;
or any action by the Trustee taken at the instruction of the Master Servicer or
the Special Servicer.

         SECTION 7.4 THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT MAY OWN
CERTIFICATES. Each of the Trustee, the Fiscal Agent and the Paying Agent in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not the Trustee, the Fiscal Agent
or the Paying Agent, as the case may be.



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<PAGE>

         SECTION 7.5 ELIGIBILITY REQUIREMENTS FOR THE TRUSTEE, THE FISCAL AGENT
AND THE PAYING AGENT. The Trustee hereunder shall at all times be (i) an
institution insured by the FDIC, (ii) a corporation, national bank or national
banking association authorized to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by federal or state authority, and (iii) an
institution whose short-term debt obligations are at all times rated not less
than "A-1" by S&P and whose long-term senior unsecured debt is at all times
rated not less than "AA" by Fitch (and not less than "BBB" by Fitch if a Fiscal
Agent is appointed and acting hereunder that has a long-term unsecured rating
that is at least "AA" by Fitch) and "AA-" by S&P (unless a Fiscal Agent is
appointed that has a long-term unsecured rating that is at least "AA" by S&P) or
otherwise acceptable to the Rating Agencies as evidenced by a Rating Agency
Confirmation. If such corporation, national bank or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then, for the
purposes of this Section, the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with provisions of this Section, the Trustee or the Fiscal Agent
shall resign immediately in the manner and with the effect specified in Section
7.6.

         (b) The Paying Agent shall be either a bank or trust company or
otherwise authorized under law to exercise corporate trust powers and shall be
rated at least "BBB" by Fitch and "A" by S&P, unless and to the extent Rating
Agency Confirmation is obtained.


         SECTION 7.6 RESIGNATION AND REMOVAL OF THE TRUSTEE, THE FISCAL AGENT OR
THE PAYING AGENT.

         (a) The Trustee, the Fiscal Agent or the Paying Agent may at any time
resign and be discharged from the trusts hereby created by giving written notice
thereof to the Depositor, the Master Servicer and the Rating Agencies; provided
that such resignation shall not be effective until its successor shall have
accepted the appointment. Upon receiving such notice of resignation, the
Depositor will promptly appoint a successor trustee, fiscal agent or paying
agent, as the case may be, except in the case of the initial Trustee or Fiscal
Agent, in which case both shall be so replaced but may be replaced under this
paragraph sequentially, by written instrument, one copy of which instrument
shall be delivered to the resigning Trustee or the Fiscal Agent, one copy to the
successor trustee and one copy to each of the Master Servicer, the Paying Agent
and the Rating Agencies. If no successor trustee, fiscal agent or paying agent
shall have been so appointed, as the case may be, and shall have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee, the Fiscal Agent or the Paying Agent, as the case may be, may
petition any court of competent jurisdiction for the appointment of a successor
trustee, fiscal agent or paying agent, as the case may be. It shall be a
condition to the appointment of a successor trustee or fiscal agent that such
entity satisfies the eligibility requirements set forth in Section 7.5.



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<PAGE>

         (b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 7.5 and shall fail to resign after
written request therefor by the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, (iii) a tax is
imposed or threatened with respect to the Trust or any REMIC Pool by any state
in which the Trustee or the Trust held by the Trustee is located solely because
of the location of the Trustee in such state; provided, however, that, if the
Trustee agrees to indemnify the Trust for such taxes, it shall not be removed
pursuant to this clause (iii), (iv) the continuation of the Trustee as such
would result in a downgrade, qualification or withdrawal of the rating by the
Rating Agencies of any Class of Certificates with a rating as evidenced in
writing by the Rating Agencies or (v) with respect with the initial Trustee, a
Fiscal Agent Termination Event has occurred unless the Trustee has satisfied the
ratings required by clause (iii) of Section 7.5, then the Depositor may remove
such Trustee and appoint a successor trustee by written instrument, one copy of
which instrument shall be delivered to the Trustee so removed, one copy to the
successor trustee and one copy to each of the Master Servicer and the Rating
Agencies. In the case of removal under clauses (i), (ii), (iii) and (iv) above,
the Trustee shall bear all such costs of transfer. Such succession shall take
effect after a successor trustee has been appointed. In the case of the removal
of the initial Trustee, the Depositor shall also remove the Fiscal Agent. In
this case, the procedures and liability for costs of such removal shall be the
same as they are stated in subsection (c) with respect to the Fiscal Agent.

         (c) If at any time (i) the Fiscal Agent shall cease to be eligible in
accordance with the provisions of Section 7.5 and shall fail to resign after
written request therefor by the Depositor, or (ii) a Fiscal Agent Termination
Event has occurred, then the Depositor shall send a written notice of
termination to the Fiscal Agent (which notice shall specify the reason for such
termination) and remove such Fiscal Agent and appoint a successor Fiscal Agent
by written instrument, one copy of which instrument shall be delivered to the
Fiscal Agent so removed, one copy to the successor Fiscal Agent, and one copy to
each of the Trustee, the Master Servicer and the Rating Agencies. In all such
cases, the Fiscal Agent shall bear all costs of transfer to a successor Fiscal
Agent, such succession only to take effect after a successor Fiscal Agent has
been appointed. In the case of the initial Fiscal Agent, the Depositor may, but
is not required to, also remove the Trustee. In this case, the procedures and
liability for costs of such removal shall be the same as they are stated in
subsection (b) with respect to the Trustee.

         (d) If at any time (i) the Paying Agent shall cease to be eligible in
accordance with the provisions of Section 7.5(b) and shall fail to resign after
written request therefor by the Depositor, (ii) the Paying Agent shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Paying Agent or of its property shall be appointed, or any public officer
shall take charge or control of the Paying Agent or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is
imposed or threatened with respect to the Trust or any REMIC Pool by any state
in which the Paying Agent is located solely because of the location of the
Paying Agent in such state; provided, however, that, if the Paying Agent agrees
to indemnify the Trust for such taxes, it shall not be removed pursuant to this
clause (iii), or (iv) the continuation of the Paying Agent as such would result
in a downgrade, qualification or withdrawal, as applicable, of the rating by the
Rating Agencies of any Class of



                                     -123-
<PAGE>

Certificates with a rating as evidenced in writing by the Rating Agencies, then
the Depositor or the Trustee shall send a written notice of termination to the
Paying Agent (which notice shall specify the reason for such termination) and
remove such Paying Agent and the Depositor shall appoint a successor Paying
Agent by written instrument, one copy of which instrument shall be delivered to
the Paying Agent so removed, one copy to the successor Paying Agent, and one
copy to each of the Trustee, the Master Servicer and the Rating Agencies. In all
such cases, the Paying Agent shall bear all costs of transfer to a successor
Paying Agent, such succession only to take effect after a successor Paying Agent
has been appointed.

         (e) The Holders of more than 50% of the Aggregate Certificate Balance
of the Certificates then outstanding may for cause upon 30 days' written notice
to the Trustee, the Fiscal Agent or the Paying Agent, as the case may be, and to
the Depositor remove the Trustee, the Fiscal Agent or the Paying Agent, as the
case may be, by such written instrument, signed by such Holders or their
attorney-in-fact duly authorized, one copy of which instrument shall be
delivered to the Depositor and one copy to the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, so removed; the Depositor shall thereupon use
its best efforts to appoint a successor Trustee or Fiscal Agent or the Paying
Agent, as the case may be, in accordance with this Section.

         (f) Any resignation or removal of the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, and appointment of a successor trustee, fiscal
agent or paying agent pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor trustee, fiscal
agent or paying agent, as the case may be, as provided in Section 7.7. Upon any
succession of the Trustee, the Fiscal Agent or the Paying Agent under this
Agreement, the predecessor Trustee, Fiscal Agent or Paying Agent, as the case
may be, shall be entitled to the payment of compensation and reimbursement
agreed to under this Agreement for services rendered and expenses incurred. The
Trustee, the Fiscal Agent or the Paying Agent shall not be liable for any action
or omission of any successor Trustee, Fiscal Agent or Paying Agent, as the case
may be.

         SECTION 7.7 SUCCESSOR TRUSTEE, FISCAL AGENT OR PAYING AGENT.

         (a) Any successor Trustee, Fiscal Agent or Paying Agent appointed as
provided in Section 7.6 shall execute, acknowledge and deliver to the Depositor
and to its predecessor Trustee, Fiscal Agent or Paying Agent, as the case may
be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee, Fiscal Agent or Paying Agent,
as the case may be, shall become effective and such successor Trustee, Fiscal
Agent or Paying Agent, as the case may be, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee, Fiscal Agent or Paying Agent herein. The predecessor Trustee,
Fiscal Agent or Paying Agent shall deliver (at such predecessor's own expense)
to the successor Trustee, Fiscal Agent or Paying Agent all Mortgage Files and
documents and statements related to the Mortgage Files held by it hereunder, and
the predecessor Trustee shall duly assign, transfer, deliver and pay over (at
such predecessor's own expense) to the successor Trustee, the entire Trust,
together with all instruments of transfer and assignment or other documents
properly executed necessary to effect such transfer. The predecessor Trustee,
Fiscal Agent or Paying Agent, as the case may be, shall



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<PAGE>

also deliver all records or copies thereof maintained by the predecessor
Trustee, Fiscal Agent or Paying Agent in the administration hereof as may be
reasonably requested by the successor Trustee, Fiscal Agent or Paying Agent, as
applicable, and shall thereupon be discharged from all duties and
responsibilities under this Agreement. In addition, the Depositor and the
predecessor Trustee, Fiscal Agent or Paying Agent shall execute and deliver such
other instruments and do such other things as may reasonably be required to more
fully and certainly vest and confirm in the successor Trustee, Fiscal Agent or
Paying Agent, as the case may be, all such rights, powers, duties and
obligations. Anything herein to the contrary notwithstanding, in no event shall
the combined fees payable to a successor Trustee exceed the Trustee Fee.

         (b) No successor Trustee, Fiscal Agent or Paying Agent shall accept
appointment as provided in this Section unless at the time of such appointment
such successor Trustee, Fiscal Agent or Paying Agent, as the case may be, shall
be eligible under the provisions of Section 7.5.

         (c) Upon acceptance of appointment by a successor Trustee, Fiscal Agent
or Paying Agent as provided in this Section, the successor Trustee, Fiscal Agent
or Paying Agent shall mail notice of the succession of such Trustee, Fiscal
Agent or Paying Agent hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register and to the Rating Agencies. The
expenses of such mailing shall be borne by the successor Trustee, Fiscal Agent
or Paying Agent. If the successor Trustee, Fiscal Agent or Paying Agent fails to
mail such notice within 10 days after acceptance of appointment by the successor
Trustee, Fiscal Agent or Paying Agent, the Master Servicer shall cause such
notice to be mailed at the expense of the successor Trustee, Fiscal Agent or
Paying Agent, as applicable.

         SECTION 7.8 MERGER OR CONSOLIDATION OF TRUSTEE, FISCAL AGENT OR PAYING
AGENT. Any Person into which the Trustee, Fiscal Agent or Paying Agent may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Trustee,
Fiscal Agent or Paying Agent shall be a party, or any Persons succeeding to the
business of such Trustee, Fiscal Agent or Paying Agent, shall be the successor
of such Trustee, Fiscal Agent or Paying Agent, as the case may be, hereunder, as
applicable, provided that such Person shall be eligible under the provisions of
Section 7.5, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

         SECTION 7.9 APPOINTMENT OF CO-TRUSTEE, SEPARATE TRUSTEE, AGENTS OR
CUSTODIAN.

         (a) Notwithstanding any other provisions hereof, at any time, the
Trustee, the Depositor or, in the case of the Trust, the Certificateholders
evidencing more than 50% of the Aggregate Certificate Balance of the
Certificates then outstanding shall each have the power from time to time to
appoint one or more Persons to act either as co-trustees jointly with the
Trustee or as separate trustees, or as custodians, for the purpose of holding
title to, foreclosing or otherwise taking action with respect to any Mortgage
Loan outside the state where the Trustee has its principal place of business
where such separate trustee or co-trustee is necessary or advisable (or the
Trustee is advised by the Master Servicer or Special Servicer that such separate
trustee or co-trustee is necessary or advisable) under the laws of any state in
which a property



                                     -125-
<PAGE>

securing a Mortgage Loan is located or for the purpose of otherwise conforming
to any legal requirement, restriction or condition in any state in which a
property securing a Mortgage Loan is located or in any state in which any
portion of the Trust is located. The separate trustees, co-trustees, or
custodians so appointed shall be trustees or custodians for the benefit of all
the Certificateholders, shall have such powers, rights and remedies as shall be
specified in the instrument of appointment and shall be deemed to have accepted
the provisions of this Agreement; provided that no such appointment shall, or
shall be deemed to, constitute the appointee an agent of the Trustee; provided,
further that the Trustee shall be liable for the actions of any co-trustee or
separate trustee appointed by it and shall have no liability for the actions of
any co-trustee or separate trustee appointed by the Depositor or the
Certificateholders pursuant to this paragraph.

         (b) The Trustee or the Paying Agent, as the case may be, may from time
to time appoint one or more independent third-party agents to perform all or any
portion of its administrative duties hereunder (i.e., collection and
distribution of funds, preparation and dissemination of reports, monitoring
compliance, etc.). The Trustee or the Paying Agent, as the case may be, shall
supervise and oversee such agents appointed by it. The terms of any arrangement
or agreement between the Trustee or the Paying Agent, as the case may be, and
such agent, may be terminated, without cause and without the payment of any
termination fees in the event the Trustee or the Paying Agent, as the case may
be, is terminated in accordance with this Agreement. In addition, neither the
Trust nor the Certificateholders shall have any liability or direct obligation
to such agent. Notwithstanding the terms of any such agreement, the Trustee or
the Paying Agent, as the case may be, shall remain at all times obligated and
liable to the Trust and the Certificateholders for performing its duties
hereunder.

         (c) Every separate trustee, co-trustee, and custodian shall, to the
extent permitted by law, be appointed and act subject to the following
provisions and conditions:

                  (i) all powers, duties, obligations and rights conferred upon
the Trustee in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;

                  (ii) all other rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee, co-trustee, or
custodian jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations, including the holding of title to the
Trust or any portion thereof in any such jurisdiction, shall be exercised and
performed by such separate trustee, co-trustee, or custodian;

                  (iii) no trustee or custodian hereunder shall be personally
liable by reason of any act or omission of any other trustee or custodian
hereunder; and



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<PAGE>

                  (iv) the Trustee or, in the case of the Trust, the
Certificateholders evidencing more than 50% of the Aggregate Principal Amount of
the Certificates then outstanding may at any time accept the resignation of or
remove any separate trustee, co-trustee or custodian, so appointed by it or
them, if such resignation or removal does not violate the other terms of this
Agreement.

         (d) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee or custodian shall refer to this Agreement and the
conditions of this Article VII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.

         (e) Any separate trustee, co-trustee or custodian may, at any time,
constitute the Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate
trustee, co-trustee or custodian shall die, become incapable of acting, resign
or be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.

         (f) No separate trustee, co-trustee or custodian hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
7.5 hereof and no notice to Certificateholders of the appointment of any
separate trustee, co-trustee or custodian hereunder shall be required.

         (g) The Trustee agrees to instruct the co-trustees, if any, to the
extent necessary to fulfill the Trustee's obligations hereunder.

         (h) The Trustee shall pay the reasonable compensation of the
co-trustees, separate trustees or custodians appointed by the Trustee pursuant
to this Section 7.9 to the extent, and in accordance with the standards,
specified in Section 7.12 hereof.

         (i) Subject to the consent of the Depositor, which consent shall not be
unreasonably withheld, the Trustee, at its sole cost and expense, may appoint at
any time a successor Custodian. Until such time as the Trustee appoints a
successor Custodian, the Trustee shall be the Custodian hereunder. Upon the
appointment of a successor custodian, the Trustee and the Custodian shall enter
into a custodial agreement.

         SECTION 7.10 AUTHENTICATING AGENTS.

         (a) The Paying Agent shall serve as the initial Authenticating Agent
hereunder for the purpose of executing and authenticating Certificates. Any
successor Authenticating Agent must be acceptable to the Depositor and must be a
corporation or national



                                     -127-
<PAGE>

bank organized and doing business under the laws of the United States of America
or of any state and having a principal office and place of business in the
Borough of Manhattan in the City and State of New York, having a combined
capital and surplus of at least $50,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities.

         (b) Any Person into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Authenticating Agent shall be a
party, or any Person succeeding to the corporate agency business of the
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

         (c) The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee and the Depositor.
The Trustee may at any time terminate the agency of the Authenticating Agent by
giving written notice of termination to the Authenticating Agent and the
Depositor; provided that the Trustee may not terminate the Paying Agent as
Authenticating Agent unless the Paying Agent shall be removed as Paying Agent
hereunder. Upon receiving a notice of resignation or upon such a termination, or
in case at any time the Authenticating Agent shall cease to be eligible in
accordance with the provisions of Section 7.10(a), the Trustee may appoint a
successor Authenticating Agent, shall give written notice of such appointment to
the Depositor and shall mail notice of such appointment to all Holders of
Certificates. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. No such Authenticating Agent shall be
appointed unless eligible under the provisions of Section 7.10(a). No
Authenticating Agent shall have responsibility or liability for any action taken
by it as such at the direction of the Trustee.

         SECTION 7.11 INDEMNIFICATION OF TRUSTEE, THE FISCAL AGENT AND THE
PAYING AGENT.

         (a) The Trustee, the Fiscal Agent, the Certificate Registrar and the
Paying Agent and each of its respective directors, officers, employees, agents
and Controlling Persons shall be entitled to indemnification from the Trust for
any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgements and any other costs, liabilities, fees and expenses
incurred in connection with any legal action incurred without negligence or
willful misconduct on their respective part, arising out of, or in connection
with this Agreement, the Certificates and the acceptance or administration of
the trusts or duties created hereunder (including, without limitation, any
unanticipated loss, liability or expense incurred in connection with any action
or inaction of the Master Servicer, the Special Servicer or the Depositor or of
each other such Person hereunder but only to the extent the Trustee, the Fiscal
Agent, the Certificate Registrar or the Paying Agent, as the case may be, is
unable to recover within a reasonable period of time such amount from such third
party pursuant to this Agreement) including the costs and expenses of defending
themselves against any claim in connection with the exercise or performance of
any of their powers or duties hereunder and the Trustee, the Fiscal Agent, the
Certificate Registrar and the Paying Agent and each of their respective
directors,



                                     -128-
<PAGE>

officers, employees, agents and Controlling Persons shall be entitled to
indemnification from the Trust for any unanticipated loss, liability or expense
incurred in connection with the provision by the Trustee, the Fiscal Agent, the
Certificate Registrar and the Paying Agent of the reports required to be
provided by it pursuant to this Agreement; provided that:

                  (i) with respect to any such claim, the Trustee, the Fiscal
Agent, the Certificate Registrar or the Paying Agent, as the case may be, shall
have given the Depositor, the Master Servicer, the Sellers, each other and the
Holders of the Certificates written notice thereof promptly after a Responsible
Officer of the Trustee, the Fiscal Agent, the Certificate Registrar or the
Paying Agent, as the case may be, shall have knowledge thereof; provided,
however that failure to give such notice to the Depositor, Master Servicer, the
Sellers, each other and the Holders of Certificates shall not affect the
Trustee's, Fiscal Agent's, Certificate Registrar's or Paying Agent's, as the
case may be, rights to indemnification herein unless the Depositor's defense of
such claim on behalf of the Trust is materially prejudiced thereby;

                  (ii) while maintaining control over its own defense, the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, shall cooperate and consult fully with the Depositor in preparing
such defense; and

                  (iii) notwithstanding anything to the contrary in this Section
7.11, the Trust shall not be liable for settlement of any such claim by the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, entered into without the prior consent of the Depositor, which
consent shall not be unreasonably withheld.

         (b) The provisions of this Section 7.11 shall survive any termination
of this Agreement and the resignation or removal of the Trustee, the Fiscal
Agent, the Certificate Registrar or the Paying Agent, as the case may be.

         (c) The Depositor shall indemnify and hold harmless the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
their respective directors, officers, employees or agents and Controlling
Persons from and against any loss, claim, damage or liability, joint or several,
and any action in respect thereof, to which the Trustee, the Fiscal Agent, the
Certificate Registrar or the Paying Agent, as the case may be, their respective
directors, officers, employees or agents or Controlling Person may become
subject under the 1933 Act, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon any untrue statement or alleged untrue
statement of a material fact contained in the Private Placement Memorandum, the
Preliminary Prospectus Supplement, the Final Prospectus Supplement or the
Prospectus, or arises out of, or is based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein in light of the circumstances under which they were
made, not misleading and shall reimburse the Trustee, the Fiscal Agent, the
Certificate Registrar or the Paying Agent, as the case may be, their respective
directors, officers, employees, agents or Controlling Person for any legal and
other expenses reasonably incurred by the Trustee, the Fiscal Agent, the
Certificate Registrar or the Paying Agent, as the case may be, or any such
director, officer, employee, agent or Controlling Person in investigating or
defending or preparing to defend against any such loss,



                                     -129-
<PAGE>

claim, damage, liability or action; provided, that the Depositor shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement or
alleged untrue statement or omission made in any such Private Placement
Memorandum, Preliminary Prospectus Supplement, Final Prospectus Supplement or
Prospectus in reliance upon and in conformity with written information
concerning the Trustee, the Fiscal Agent, the Certificate Registrar or the
Paying Agent, as the case may be, furnished to the Depositor by or on behalf of
such person specifically for inclusion therein. It is hereby expressly agreed
that the only written information provided by the Trustee, the Fiscal Agent, the
Certificate Registrar or the Paying Agent, as the case may be, for inclusion in
the Preliminary Prospectus Supplement and Final Prospectus Supplement is set
forth in the case of the Trustee in the second, fourth and fifth sentences and
in the case of the Fiscal Agent in the penultimate sentence under the caption
entitled "DESCRIPTION OF THE OFFERED CERTIFICATES--The Trustee and the Fiscal
Agent" and in the case of the Paying Agent, the third and fourth sentences under
the "DESCRIPTION OF THE OFFERED CERTIFICATES--The Paying Agent, Certificate
Registrar and the Authenticating Agent". The Trustee, the Fiscal Agent, the
Certificate Registrar or the Paying Agent, as the case may be, shall immediately
notify the Depositor and the Sellers if a claim is made by a third party with
respect to this Section 7.11(c) entitling such person, its directors, officers,
employees, agents or Controlling Person to indemnification hereunder, whereupon
the Depositor shall assume the defense of any such claim (with counsel
reasonably satisfactory to such person) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Depositor shall not affect any rights the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, their respective directors, officers, employees, agents or
Controlling Person may have to indemnification under this Section 7.11(c),
unless the Depositor's defense of such claim is materially prejudiced thereby.
The indemnification provided herein shall survive the termination of this
Agreement and the resignation or removal of the Trustee, the Fiscal Agent or the
Paying Agent. The Depositor shall not be indemnified by the Trust for any
expenses incurred by the Depositor arising from any violation or alleged
violation of the 1933 Act or 1934 Act by the Depositor.

         SECTION 7.12 FEES AND EXPENSES OF TRUSTEE, THE FISCAL AGENT AND THE
PAYING AGENT. The Trustee shall be entitled to receive the Trustee Fee (other
than the portion thereof constituting the Paying Agent Fee) and the Paying Agent
shall be entitled to receive the Paying Agent Fee, pursuant to Section
5.3(b)(ii) (which shall not be limited by any provision of law with respect to
the compensation of a trustee of an express trust), for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties respectively, hereunder of the
Trustee and the Paying Agent. The Trustee, the Fiscal Agent and the Paying Agent
shall also be entitled to recover from the Trust all reasonable unanticipated
expenses and disbursements incurred or made by the Trustee, the Fiscal Agent and
the Paying Agent in accordance with any of the provisions of this Agreement
(including the reasonable compensation and the reasonable expenses and
disbursements of its counsel and other Persons not regularly in its employ), not
including expenses incurred in the ordinary course of performing its duties as
Trustee, Fiscal Agent or Paying Agent, respectively hereunder, and except any
such expense, disbursement or advance as may arise from the negligence or bad
faith of such Person or which is the responsibility of the Holders of the
Certificates hereunder. The



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provisions of this Section 7.12 shall survive any termination of this Agreement
and the resignation or removal of the Trustee, the Fiscal Agent or the Paying
Agent.

         SECTION 7.13 COLLECTION OF MONEYS. Except as otherwise expressly
provided in this Agreement, the Trustee and the Paying Agent may demand payment
or delivery of, and shall receive and collect, all money and other property
payable to or receivable by the Trustee or the Paying Agent, as the case may be,
pursuant to this Agreement. The Trustee or the Paying Agent, as the case may be,
shall hold all such money and property received by it as part of the Trust and
shall distribute it as provided in this Agreement. If the Trustee or the Paying
Agent, as the case may be, shall not have timely received amounts to be remitted
with respect to the Mortgage Loans from the Master Servicer, the Trustee or the
Paying Agent, as the case may be, shall request the Master Servicer to make such
distribution as promptly as practicable or legally permitted. If the Trustee or
the Paying Agent, as the case may be, shall subsequently receive any such
amount, it may withdraw such request.

         SECTION 7.14 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

         (a) On and after the time the Master Servicer is terminated pursuant to
this Agreement, the Trustee shall be the successor in all respects to the Master
Servicer in its capacity under this Agreement and the transactions set forth or
provided for therein and shall have all the rights and powers and be subject to
all the responsibilities, duties and liabilities relating thereto and arising
thereafter placed on the Master Servicer by the terms and provisions of this
Agreement; provided that, any failure to perform such duties or responsibilities
caused by the Master Servicer's failure to provide required information shall
not be considered a default by the Trustee hereunder. In addition, the Trustee
shall have no liability relating to (i) the representations and warranties of
the Master Servicer contained in this Agreement or (ii) any obligation incurred
by the Master Servicer prior to its termination or resignation (including,
without limitation, the Master Servicer's obligation to repay losses resulting
from the investment of funds in any account established under this Agreement),
except any ongoing obligations to the Primary Servicers arising after the
termination of the Master Servicer from their servicing rights and obligations
under the applicable Primary Servicing Agreement. In the Trustee's capacity as
such successor, the Trustee shall have the same limitations on liability granted
to the Master Servicer in this Agreement. As compensation therefor, the Trustee
shall be entitled to receive all the compensation payable to the Master Servicer
set forth in this Agreement, including, without limitation, the Master Servicing
Fee.

         (b) Notwithstanding the above, the Trustee (A) may, if the Trustee is
unwilling to so act, or (B) shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint any established commercial
or multifamily mortgage finance institution, servicer or special servicer or
mortgage servicing institution having a net worth of not less than $15,000,000,
meeting such other standards for a successor servicer as are set forth in this
Agreement and with respect to which Rating Agency Confirmation is obtained, as
the successor to the Master Servicer hereunder in the assumption of all of the
responsibilities, duties or liabilities of a servicer as Master Servicer
hereunder. Pending any such appointment, the Trustee shall act in such capacity
as hereinabove provided. Any entity designated by the Trustee as successor
Master Servicer may be an Affiliate of the Trustee; provided that, such
Affiliate must



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<PAGE>

meet the standards for the Master Servicer as set forth herein. In connection
with such appointment and assumption, the Trustee may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans as it and
such successor shall agree subject to Section 8.10. The Trustee and such
successor shall take such actions, consistent with this Agreement as shall be
necessary to effectuate any such succession. The Master Servicer shall cooperate
with the Trustee and any successor servicer in effecting the termination of the
Master Servicer's responsibilities and rights under this Agreement, including,
without limitation, notifying Mortgagors of the assignment of the servicing
function and providing the Trustee and successor servicer all documents and
records in its possession in electronic or other form reasonably requested by
the successor servicer to enable the successor servicer to assume the Master
Servicer's functions hereunder and the transfer to the Trustee or such successor
servicer of all amounts which shall at the time be or should have been deposited
by the Master Servicer in the Certificate Account and any other account or fund
maintained with respect to the Certificates or thereafter be received by the
Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any
other successor servicer shall be deemed to be in default hereunder by reason of
any failure to make, or any delay in making, any distribution hereunder or any
portion thereof caused by (i) the failure of the Master Servicer to deliver, or
any delay in delivering, cash, documents or records to it, or (ii) restrictions
imposed by any regulatory authority having jurisdiction over the Master
Servicer. The Trustee shall be reimbursed for all of its out-of-pocket expenses
incurred in connection with obtaining such successor Master Servicer by the
Trust within 30 days of the Trustee's submission of an invoice with respect
thereto, to the extent such expenses have not been reimbursed by the Master
Servicer as provided herein; such expenses paid by the Trust shall be deemed to
be an Additional Trust Expense.

         (c) On and after the time the Special Servicer is terminated pursuant
to this Agreement, in accordance with Section 9.30, the Trustee shall be the
successor in all respects to the Special Servicer in its capacity under this
Agreement and the transactions set forth or provided for therein and shall have
all the rights and powers and be subject to all the responsibilities, duties and
liabilities relating thereto and arising thereafter placed on the Special
Servicer by the terms and provisions of this Agreement; provided that, any
failure to perform such duties or responsibilities caused by the Special
Servicer's failure to provide required information shall not be considered a
default by the Trustee hereunder. In addition, the Trustee shall have no
liability relating to (i) the representations and warranties of the Special
Servicer contained in this Agreement or (ii) any obligation incurred by the
Special Servicer prior to its termination or resignation. In the Trustee's
capacity as such successor, the Trustee shall have the same limitations on
liability granted to the Special Servicer in this Agreement. As compensation
therefor, the Trustee shall be entitled to receive all the compensation payable
to the Special Servicer set forth in this Agreement, including, without
limitation the Special Servicer Compensation.

         (d) Notwithstanding the above, the Trustee may, if the Trustee shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established commercial or
multifamily mortgage finance institution, special servicer or mortgage servicing
institution having a net worth of not less than $15,000,000, and meeting such
other standards for a successor Special Servicer as are set forth in Section
9.21, and with respect to which Rating Agency Confirmation is obtained, as the
successor to the Special Servicer hereunder in the assumption of all of the
responsibilities, duties



                                     -132-
<PAGE>

or liabilities of a special servicer as Special Servicer hereunder. Pending any
such appointment, the Trustee shall act in such capacity as hereinabove
provided. Any entity designated by the Trustee as successor Special Servicer may
be an Affiliate of the Trustee; provided that, such Affiliate must meet the
standards for a successor Special Servicer set forth herein. In connection with
such appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided that no such compensation shall be in excess of
that permitted to the Special Servicer under this Agreement. The Trustee and
such successor shall take such actions, consistent with this Agreement as shall
be necessary to effectuate any such succession. The Special Servicer shall
cooperate with the Trustee and any successor Special Servicer in effecting the
termination of the Special Servicer's responsibilities and rights under this
Agreement, including, without limitation, notifying Mortgagors of Specially
Serviced Mortgage Loans of the assignment of the special servicing function and
providing the Trustee and successor Special Servicer all documents and records
in its possession in electronic or other form reasonably requested by the
successor Special Servicer to enable the successor Special Servicer to assume
the Special Servicer's functions hereunder and the transfer to the Trustee or
such successor Special Servicer of all amounts which shall at the time be or
should have been deposited by the Special Servicer in the Certificate Account
and any other account or fund maintained with respect to the Certificates or
thereafter be received by the Special Servicer with respect to the Mortgage
Loans. Neither the Trustee nor any other successor Special Servicer shall be
deemed to be in default hereunder by reason of any failure to make, or any delay
in making, any distribution hereunder or any portion thereof caused by (i) the
failure of the Special Servicer to deliver, or any delay in delivering, cash,
documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Special Servicer. The Trustee shall be
reimbursed for all of its out-of-pocket expenses incurred in connection with
obtaining such successor Special Servicer by the Trust within 30 days of
submission of an invoice with respect thereto but only to the extent such
expenses have not been reimbursed by the Special Servicer as provided herein;
and such expenses paid by the Trust shall be deemed to be an Additional Trust
Expense.

         SECTION 7.15 NOTIFICATION TO HOLDERS. Upon termination of the Master
Servicer, the Paying Agent or the Special Servicer, or appointment of a
successor to the Master Servicer, the Paying Agent or the Special Servicer, the
Trustee shall promptly mail notice thereof by first class mail to the Rating
Agencies, the Operating Adviser, the Sellers and the Certificateholders at their
respective addresses appearing on the Certificate Register.

         SECTION 7.16 REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE, THE FISCAL
AGENT AND THE PAYING AGENT.

         (a) The Trustee hereby represents and warrants as of the date hereof
that:

                  (i) the Trustee is a national banking association, duly
organized, validly existing and in good standing under the laws governing its
creation and existence and has full power and authority to own its property, to
carry on its business as presently conducted, and to enter into and perform its
obligations under this Agreement;



                                     -133-
<PAGE>

                  (ii) the execution and delivery by the Trustee of this
Agreement have been duly authorized by all necessary action on the part of the
Trustee; neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated in this Agreement, nor compliance
with the provisions of this Agreement, will conflict with or result in a breach
of, or constitute a default under, (i) any of the provisions of any law,
governmental rule, regulation, judgment, decree or order binding on the Trustee
or its properties that would materially and adversely affect the Trustee's
ability to perform its obligations under this Agreement, (ii) the organizational
documents of the Trustee, or (iii) the terms of any material agreement or
instrument to which the Trustee is a party or by which it is bound; the Trustee
is not in default with respect to any order or decree of any court or any order,
regulation or demand of any federal, state, municipal or other governmental
agency, which default would materially and adversely affect its performance
under this Agreement;

                  (iii) the execution, delivery and performance by the Trustee
of this Agreement and the consummation of the transactions contemplated by this
Agreement do not require the consent, approval, authorization or order of, the
giving of notice to or the registration with any state, federal or other
governmental authority or agency, except such as has been or will be obtained,
given, effected or taken in order for the Trustee to perform its obligations
under this Agreement;

                  (iv) this Agreement has been duly executed and delivered by
the Trustee and, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms, subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other similar laws affecting creditors' rights generally as from
time to time in effect, and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law);
and

                  (v) no litigation is pending or, to the Trustee's knowledge,
threatened, against the Trustee that, either in one instance or in the
aggregate, would draw into question the validity of this Agreement, or which
would be likely to impair materially the ability of the Trustee to perform under
the terms of this Agreement.

         (b) The Fiscal Agent hereby represents and warrants as of the date
hereof that:

                  (i) the Fiscal Agent is a foreign banking corporation duly
organized, validly existing and in good standing under the laws governing its
creation and existence and has full corporate power and authority to own its
property, to carry on its business as presently conducted, and to enter into and
perform its obligations under this Agreement;

                  (ii) the execution and delivery by the Fiscal Agent of this
Agreement have been duly authorized by all necessary corporate action on the
part of the Fiscal Agent; neither the execution and delivery of this Agreement,
nor the consummation of the transactions contemplated in this Agreement, nor
compliance with the provisions of this Agreement, will



                                     -134-
<PAGE>

conflict with or result in a breach of, or constitute a default under, (i) any
of the provisions of any law, governmental rule, regulation, judgment, decree or
order binding on the Fiscal Agent or its properties that would materially and
adversely affect the Fiscal Agent's ability to perform its obligations under
this Agreement, (ii) the organizational documents of the Fiscal Agent, or (iii)
the terms of any material agreement or instrument to which the Fiscal Agent is a
party or by which it is bound; the Fiscal Agent is not in default with respect
to any order or decree of any court or any order, regulation or demand of any
federal, state, municipal or other governmental agency, which default would
materially and adversely affect its performance under this Agreement;

                  (iii) the execution, delivery and performance by the Fiscal
Agent of this Agreement and the consummation of the transactions contemplated by
this Agreement do not require the consent, approval, authorization or order of,
the giving of notice to, or the registration with, any state, federal or other
governmental authority or agency, except such as has been obtained, given,
effected or taken prior to the date hereof;

                  (iv) this Agreement has been duly executed and delivered by
the Fiscal Agent and, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid and binding obligation of the Fiscal
Agent, enforceable against the Fiscal Agent in accordance with its terms,
subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and other similar laws affecting
creditors' rights generally as from time to time in effect, and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); and

                  (v) no litigation is pending or, to the Fiscal Agent's
knowledge, threatened, against the Fiscal Agent that, either in any one instance
or in the aggregate, would draw into question the validity of this Agreement, or
which would be likely to impair materially the ability of the Fiscal Agent to
perform under the terms of this Agreement.

         (c) The Paying Agent hereby represents and warrants as of the date
hereof that:

                  (i) the Paying Agent is a national banking association, duly
organized, validly existing and in good standing under the laws governing its
creation and existence and has full power and authority to own its property, to
carry on its business as presently conducted, and to enter into and perform its
obligations under this Agreement;

                  (ii) the execution and delivery by the Paying Agent of this
Agreement have been duly authorized by all necessary action on the part of the
Paying Agent; neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated in this Agreement, nor compliance
with the provisions of this Agreement, will conflict with or result in a breach
of, or constitute a default under, (i) any of the provisions of any law,
governmental rule, regulation, judgment, decree or order binding on the Paying
Agent or its



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<PAGE>

properties that would materially and adversely affect the Paying Agent's ability
to perform its obligations under this Agreement, (ii) the organizational
documents of the Paying Agent, or (iii) the terms of any material agreement or
instrument to which the Paying Agent is a party or by which it is bound; the
Paying Agent is not in default with respect to any order or decree of any court
or any order, regulation or demand of any federal, state, municipal or other
governmental agency, which default would materially and adversely affect its
performance under this Agreement;

                  (iii) the execution, delivery and performance by the Paying
Agent of this Agreement and the consummation of the transactions contemplated by
this Agreement do not require the consent, approval, authorization or order of,
the giving of notice to or the registration with any state, federal or other
governmental authority or agency, except such as has been or will be obtained,
given, effected or taken in order for the Paying Agent to perform its
obligations under this Agreement;

                  (iv) this Agreement has been duly executed and delivered by
the Paying Agent and, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid and binding obligation of the Paying
Agent, enforceable against the Paying Agent in accordance with its terms,
subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and other similar laws affecting
creditors' rights generally as from time to time in effect, and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); and

                  (v) there are no actions, suits or proceeding pending or, to
the best of the Paying Agent's knowledge, threatened, against the Paying Agent
that, either in one instance or in the aggregate, would draw into question the
validity of this Agreement, or which would be likely to impair materially the
ability of the Paying Agent to perform under the terms of this Agreement.

         SECTION 7.17 FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY
MAINTAINED BY THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT. Each of the
Trustee, the Fiscal Agent and the Paying Agent, at its own respective expense,
shall maintain in effect a Fidelity Bond and a Errors and Omissions Insurance
Policy. The Errors and Omissions Insurance Policy and Fidelity Bond shall be
issued by a Qualified Insurer in form and in amount customary for trustees,
fiscal agents or paying agents in similar transactions (unless the Trustee, the
Fiscal Agent or the Paying Agent, as the case may be, self insures as provided
below). In the event that any such Errors and Omissions Insurance Policy or
Fidelity Bond ceases to be in effect, the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, shall obtain a comparable replacement policy
or bond from an insurer or issuer meeting the requirements set forth above as of
the date of such replacement. So long as the long-term debt rating of the
Trustee, the Fiscal Agent or the Paying Agent, as the case may be, is not less
than "A" as rated by Fitch, if rated by Fitch and "BBB" as rated by S&P, if
rated by S&P, respectively, the Trustee, the Fiscal Agent or the Paying Agent,
as the case may be, may self-insure for the Fidelity Bond and the Errors and
Omissions Insurance Policy.



                                     -136-
<PAGE>

                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

         SECTION 8.1 SERVICING STANDARD; SERVICING DUTIES.

         (a) Subject to the express provisions of this Agreement, for and on
behalf of the Trust and for the benefit of the Certificateholders as a whole,
the Master Servicer shall service and administer the Mortgage Loans in
accordance with the Servicing Standard and the terms of this Agreement (subject
to the servicing of the Pari Passu Loan by the 2000-WF2 Servicer and the
2000-WF2 Special Servicer in accordance with the 2000-WF2 Pooling and Servicing
Agreement).

         In connection with such servicing and administration, the Master
Servicer shall seek to maximize the timely recovery of principal and interest on
the Mortgage Notes in the best economic interests of the Certificateholders as a
whole; provided, however, that nothing herein contained shall be construed as an
express or implied guarantee by the Master Servicer of the collectibility of
payments on the Mortgage Loans or shall be construed as impairing or adversely
affecting any rights or benefits specifically provided by this Agreement to the
Master Servicer, including with respect to Master Servicing Fees or the right to
be reimbursed for Advances.

         (b) The Master Servicer, in the case of an event specified in clause
(x) of this subclause (b), and the Special Servicer, in the case of an event
specified in clause (y) of this subclause (b), shall each send a written notice
to the other and to the Trustee and the Paying Agent, the Operating Adviser and
each Seller within two Business Days after becoming aware (x) that a Servicing
Transfer Event has occurred with respect to a Mortgage Loan or (y) that a
Mortgage Loan has become a Rehabilitated Mortgage Loan, which notice shall
identify the applicable Mortgage Loan and, in the case of an event specified in
clause (x) of this subclause (b) above, the Servicing Transfer Event that
occurred.

         (c) With respect to each Mortgage Loan that is subject to an
Environmental Insurance Policy, for as long as it is not a Specially Serviced
Mortgage Loan, if the Master Servicer has actual knowledge of any event giving
rise to a claim under an Environmental Insurance Policy, the Master Servicer or
the applicable Primary Servicer shall notify the Special Servicer to such effect
and the Master Servicer shall take reasonable actions as are in accordance with
the Servicing Standard and the terms and conditions of such Environmental
Insurance Policy to make a claim thereunder and achieve the payment of all
amounts to which the Trust is entitled thereunder. Any legal fees or other
out-of-pocket costs incurred in accordance with the Servicing Standard in
connection with any such claim shall be paid by, and reimbursable to, the Master
Servicer as a Servicing Advance.

         (d) In connection with any extension of the Maturity Date of a Mortgage
Loan, the Master Servicer shall give prompt written notice of such extension to
the insurer under the Environmental Insurance Policy and shall execute such
documents as are reasonably required by such insurer to procure an extension of
such policy.



                                     -137-
<PAGE>

         SECTION 8.2 FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY
MAINTAINED BY THE MASTER SERVICER. The Master Servicer, at its expense, shall
maintain in effect a Servicer Fidelity Bond and a Servicer Errors and Omissions
Insurance Policy. The Servicer Errors and Omissions Insurance Policy and
Servicer Fidelity Bond shall be issued by a Qualified Insurer (unless the Master
Servicer self insures as provided below) and be in form and amount consistent
with the Servicing Standard. In the event that any such Servicer Errors and
Omissions Insurance Policy or Servicer Fidelity Bond ceases to be in effect, the
Master Servicer shall obtain a comparable replacement policy or bond from an
insurer or issuer meeting the requirements set forth above as of the date of
such replacement. So long as the long-term rating of the Master Servicer is not
in any event less than "A" as rated by Fitch and "BBB" as rated by S&P,
respectively, the Master Servicer may self-insure for the Servicer Fidelity Bond
and the Servicer Errors and Omissions Insurance Policy.

         SECTION 8.3 MASTER SERVICER'S GENERAL POWER AND DUTIES.

         (a) The Master Servicer shall service and administer the Mortgage Loans
and shall, subject to Sections 8.7, 8.18, 8.19, 8.27 and Article XII hereof and
as otherwise provided herein and by the Code, have full power and authority to
do any and all things which it may deem necessary or desirable in connection
with such servicing and administration in accordance with the Servicing
Standard. To the extent consistent with the foregoing and subject to any express
limitations and provisions set forth in this Agreement, the Master Servicer
shall have full power and authority with respect to each Mortgage Loan and
Mortgaged Property (other than any Specially Serviced Mortgaged Loan and the
related Mortgaged Property or any REO Property and subject to the servicing of
the Pari Passu Loan by the 2000-WF2 Servicer and the 2000-WF2 Special Servicer)
to do or cause to be done any and all things that it may deem necessary or
desirable in connection with such servicing and administration, including but
not limited to, the power and authority, subject to the terms hereof, (A) to
execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents (including,
without limitation, estoppel certificates, financing statements, continuation
statements, title endorsements and reports and other documents and instruments
necessary to preserve and maintain the lien on the related Mortgaged Property
and related collateral), (B) to consent to assignments and assumptions or
substitutions, and transfers of interest of any Mortgagor, in each case subject
to and in accordance with the terms of the related Mortgage Loan and Section
8.7, (C) to collect any Insurance Proceeds, (D) subject to Section 8.7, to
consent to any subordinate financings to be secured by any related Mortgaged
Property to the extent that such consent is required pursuant to the terms of
the related Mortgage or which otherwise is required, and, subject to Section
8.7, to consent to any mezzanine debt to the extent such consent is required
pursuant to the terms of the related Mortgage; (E) to consent to the application
of any proceeds of insurance policies or condemnation awards to the restoration
of the related Mortgaged Property or otherwise and to administer and monitor the
application of such proceeds and awards in accordance with the terms of the
Mortgage Loan as the Master Servicer deems reasonable under the circumstances,
(F) to execute and deliver, on behalf of the Certificateholders and the Trustee,
documents relating to the management, operation, maintenance, repair, leasing
and marketing of the related Mortgaged Properties, including agreements and
requests by the Mortgagor with respect to modifications of the standards of
operation and management of the Mortgaged Properties or the replacement of asset



                                     -138-
<PAGE>

managers, (G) to consent to any operation or action under a Mortgage Loan that
is contemplated or permitted under a Mortgage or other documents evidencing or
securing the applicable Mortgage Loan (either as a matter of right or upon
satisfaction of specified conditions), (H) to obtain, release, waive or modify
any term other than a Money Term of a Mortgage Loan and related documents
subject to and to the extent permitted by Section 8.18, (I) to exercise all
rights, powers and privileges granted or provided to the holder of the Mortgage
Notes under the terms of the Mortgage, including all rights of consent or
approval thereunder, (J) to enter into lease subordination agreements,
non-disturbance and attornment agreements or other leasing or rental
arrangements which may be requested by the Mortgagor or the Mortgagor's tenants,
(K) to join the Mortgagor in granting, modifying or releasing any easements,
covenants, conditions, restrictions, equitable servitudes, or land use or zoning
requirements with respect to the Mortgaged Properties to the extent such does
not adversely affect the value of the related Mortgage Loan or Mortgaged
Property, (L) to execute and deliver, on behalf of itself, the Trustee, the
Trust or any of them, any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge and all other comparable instruments,
with respect to the Mortgage Loans and with respect to the Mortgaged Properties,
and (M) hold in accordance with the terms of any Mortgage Loan and this
Agreement, Defeasance Collateral. Notwithstanding the above, the Master Servicer
shall have no power to (i) waive any Prepayment Premiums or (ii) consent to any
modification of a Money Term of a Mortgage Loan. Nothing contained in this
Agreement shall limit the ability of the Master Servicer to lend money to (to
the extent not secured, in whole or in part, by any Mortgaged Property), accept
deposits from and otherwise generally engage in any kind of business or dealings
with any Mortgagor as though the Master Servicer was not a party to this
Agreement or to the transactions contemplated hereby; provided, however, that
this sentence shall not modify the Servicing Standard.

         (b) The Master Servicer shall not be obligated to service and
administer the Mortgage Loans which have become and continue to be Specially
Serviced Mortgage Loans, except as specifically provided herein. The Master
Servicer shall be required to make all calculations and prepare all reports
required hereunder with respect to such Specially Serviced Mortgage Loans (other
than calculations and reports expressly required to be made by the Special
Servicer hereunder) as if no Servicing Transfer Event had occurred and shall
continue to collect all Scheduled Payments, make Servicing and P&I Advances as
set forth herein and to render such incidental services with respect to such
Specially Serviced Mortgage Loans, all as are specifically provided for herein,
but shall have no other servicing or other duties with respect to such Specially
Serviced Mortgage Loans. The Master Servicer shall give notice within three
Business Days to the Special Servicer of any collections it receives from any
Specially Serviced Mortgage Loans, subject to changes agreed upon from time to
time by the Special Servicer and the Master Servicer. The Special Servicer shall
instruct within one Business Day after receiving such notice the Master Servicer
on how to apply such funds. The Master Servicer within one Business Day after
receiving such instructions shall apply such funds in accordance with the
Special Servicer's instructions. Each Mortgage Loan that becomes a Specially
Serviced Mortgage Loan shall continue as such until such Mortgage Loan becomes a
Rehabilitated Mortgage Loan. The Master Servicer shall not be required to
initiate extraordinary collection procedures or legal proceedings with respect
to any Mortgage Loan or to undertake any pre-foreclosure procedures.



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<PAGE>

         (c) Concurrently with the execution of this Agreement, the Trustee will
sign the Power of Attorney attached hereto as Exhibit S-1. The Master Servicer,
shall promptly notify the Trustee of the execution and delivery of any document
on behalf of the Trustee under such Power-of-Attorney. From time to time until
the termination of the Trust, upon receipt of additional unexecuted powers of
attorney from the Master Servicer or the Special Servicer, the Trustee shall
execute and return to the Master Servicer, the Special Servicer or any of the
Primary Servicers any additional powers of attorney and other documents
necessary or appropriate to enable the Master Servicer and the Special Servicer
to service and administer the Mortgage Loans including, without limitation,
documents relating to the management, operation, maintenance, repair, leasing or
marketing of the Mortgaged Properties. The Master Servicer shall indemnify the
Trustee for any costs, liabilities and expenses (including attorneys' fees)
incurred by the Trustee in connection with the intentional or negligent misuse
of such power of attorney by the Master Servicer. Notwithstanding anything
contained herein to the contrary, neither the Master Servicer nor the Special
Servicer shall without the Trustee's written consent: (i) initiate any action,
suit or proceeding solely under the Trustee's name without indicating the Master
Servicer's or Special Servicer's, as applicable, representative capacity, or
(ii) knowingly take any action that causes the Trustee to be registered to do
business in any state, provided, however, that the preceding clause (i) shall
not apply to the initiation of actions relating to a Mortgage Loan that the
Master Servicer or the Special Servicer, as the case may be, is servicing
pursuant to its respective duties herein (in which case the Master Servicer or
the Special Servicer, as the case may be, shall give three (3) Business Days
prior notice to the Trustee of the initiation of such action). The limitations
of the preceding clause shall not be construed to limit any duty or obligation
imposed on the Trustee under any other provision of this Agreement.

         (d) The Master Servicer shall make efforts consistent with the
Servicing Standard and the terms of this Agreement to collect all payments
called for under the terms and provisions of the applicable Mortgage Loans
(other than Specially Serviced Mortgage Loans or REO Properties).

         (e) The Master Servicer (or the Primary Servicers on its behalf) shall
segregate and hold all funds collected and received pursuant to any Mortgage
Loan (other than the Pari Passu Loan) constituting Escrow Amounts separate and
apart from any of its own funds and general assets and shall establish and
maintain one or more segregated custodial accounts (each, an "Escrow Account")
into which all Escrow Amounts shall be deposited within one (1) Business Day
after receipt. Each Escrow Account shall be an Eligible Account, except with
respect to Mortgage Loans identified on Schedule VI for which Escrow Accounts
shall be transferred to Eligible Accounts at the earliest date permitted under
the related Mortgage Loan documents. The Master Servicer shall also deposit into
each Escrow Account any amounts representing losses on Eligible Investments
pursuant to the immediately succeeding paragraph and any Insurance Proceeds or
Liquidation Proceeds which are required to be applied to the restoration or
repair of any Mortgaged Property pursuant to the related Mortgage Loan. Each
Escrow Account shall be maintained in accordance with the requirements of the
related Mortgage Loan and in accordance with the Servicing Standard. Withdrawals
from an Escrow Account may be made only:

                  (i) to effect timely payments of items constituting Escrow
Amounts for the related Mortgage Loan;



                                     -140-
<PAGE>

                  (ii) to transfer funds to the Certificate Account to reimburse
the Master Servicer for any Advance relating to Escrow Amounts, but only from
amounts received with respect to the related Mortgage Loan which represent late
collections of Escrow Amounts thereunder;

                  (iii) for application to the restoration or repair of the
related Mortgaged Property in accordance with the related Mortgage Loan and the
Servicing Standard;

                  (iv) to clear and terminate such Escrow Account upon the
termination of this Agreement or pay-off of the related Mortgage Loan;

                  (v) to pay from time to time to the related Mortgagor any
interest or investment income earned on funds deposited in the Escrow Account if
such income is required to be paid to the related Mortgagor under applicable law
or by the terms of the Mortgage Loan, or otherwise to the Master Servicer; and

                  (vi) to remove any funds deposited in a Escrow Account that
were not required to be deposited therein or to refund amounts to the Mortgagors
determined to be overages.

         Subject to the immediately succeeding sentence, (i) the Master Servicer
may direct any depository institution or trust company in which the Escrow
Accounts are maintained to invest the funds held therein in one or more Eligible
Investments; provided, however, that such funds shall be either (x) immediately
available or (y) available in accordance with a schedule which will permit the
Master Servicer to meet the payment obligations for which the Escrow Account was
established; (ii) the Master Servicer shall be entitled to all income and gain
realized from any such investment of funds as additional servicing compensation;
and (iii) the Master Servicer shall deposit from its own funds in the applicable
Escrow Account the amount of any loss incurred in respect of any such investment
of funds immediately upon the realization of such loss. The Master Servicer
shall not direct the investment of funds held in any Escrow Account and retain
the income and gain realized therefrom if the terms of the related Mortgage Loan
or applicable law permit the Mortgagor to be entitled to the income and gain
realized from the investment of funds deposited therein, and the Master Servicer
shall not be required to invest amounts on deposit in Escrow Accounts in
Eligible Investments or Eligible Accounts to the extent that the Master Servicer
is required by either law or under the terms of any related Mortgage Loan to
deposit or invest (or the Mortgagor is entitled to direct the deposit or
investment of) such amounts in another type of investments or accounts. In the
event the Master Servicer is not entitled to direct the investment of such
funds, (1) the Master Servicer shall direct the depository institution or trust
company in which such Escrow Accounts are maintained to invest the funds held
therein in accordance with the Mortgagor's written investment instructions, if
the terms of the related Mortgage Loan or applicable law require the Master
Servicer to invest such funds in accordance with the Mortgagor's directions; and
(2) in the absence of appropriate written instructions from the Mortgagor, the
Master Servicer shall have no obligation to, but may



                                     -141-
<PAGE>

be entitled to, direct the investment of such funds; provided, however, that in
either event (i) such funds shall be either (y) immediately available or (z)
available in accordance with a schedule which will permit the Master Servicer to
meet the payment obligations for which the Escrow Account was established, and
(ii) the Master Servicer shall have no liability for any loss in investments of
such funds that are invested pursuant to written instructions from the
Mortgagor.

         (f) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee and the Paying Agent and to each other under this
Agreement is intended by the parties to be that of an independent contractor and
not of a joint venturer, partner or agent.

         (g) With respect to each Mortgage Loan, if required by the terms of the
related Mortgage Loan, any Lock-Box Agreement or similar agreement, the Master
Servicer shall establish and maintain, in accordance with the Servicing
Standard, one or more lock-box, cash management or similar accounts ("Lock-Box
Accounts") to be held outside the Trust and maintained by the Master Servicer in
accordance with the terms of the related Mortgage. No Lock-Box Account is
required to be an Eligible Account, unless otherwise required pursuant to the
related Mortgage Loan documents. The Master Servicer shall apply the funds
deposited in such accounts in accordance with terms of the related Mortgage, any
Lock-Box Agreement and in accordance with the Servicing Standard.

         (h) The Master Servicer or the Primary Servicers on its behalf shall
process all defeasances of Mortgage Loans in accordance with the terms of the
Mortgage Loan documents, and shall be entitled to any fees paid relating
thereto. The Master Servicer shall not permit defeasance (or partial defeasance
if permitted under the Mortgage Loan) of any Mortgage Loan on or before the
second anniversary of the Closing Date unless such defeasance will not result in
an Adverse REMIC Event and the Master Servicer has received an opinion of
counsel to such effect and all items in the following sentence have been
satisfied. Subsequent to the second anniversary of the Closing Date, the Master
Servicer, in connection with the defeasance of a Mortgage Loan shall require (to
the extent it is not inconsistent with the Servicing Standard) that: (i) the
defeasance collateral consists of U.S. Treasury obligations, (ii) the Master
Servicer has determined that the defeasance will not result in an Adverse REMIC
Event, (iii) either (A) the related Mortgagor designates a Single-Purpose Entity
(if the Mortgagor no longer complies) to own the Defeasance Collateral (subject
to customary qualifications) or (B) the Master Servicer has established for the
benefit of the Trust a Single-Purpose Entity to hold all Defeasance Collateral
relating to the Defeasance Loans, (iv) the Master Servicer has requested and
received from the Mortgagor (A) an opinion of counsel that the Trustee will have
a perfected, first priority security interest in such Defeasance Collateral and
(B) written confirmation from a firm of independent accountants stating that
payments made on such Defeasance Collateral in accordance with the terms thereof
will be sufficient to pay the subject Mortgage Loan (or the defeased portion
thereof in connection with a partial defeasance) in full on or before its
Maturity Date (or, in the case of the ARD Loan, on or before its Anticipated
Repayment Date) and to timely pay each subsequent Scheduled Payment, and (v)(A)
a Rating Agency Confirmation is received if the Mortgage Loan has a Principal
Balance greater than the lesser of $5,000,000 and 1% of the Aggregate
Certificate Balance (or such higher threshold as shall be adopted by S&P),
unless such Rating Agency has waived in writing such Rating Agency Confirmation
or (B) either a Notice and Certification in the form attached hereto as Exhibit
Z (or such other less restrictive



                                     -142-
<PAGE>

form as shall be adopted by S&P) or a Rating Agency Confirmation is received
from S&P if the Mortgage Loan is less than either of the amounts set forth above
in clause (A). Any customary and reasonable out-of-pocket expense incurred by
the Master Servicer pursuant to this Section 8.3(h) shall be paid by the
Mortgagor of the Defeasance Loan pursuant to the related Mortgage, Mortgage Note
or other pertinent document, if so allowed by the terms of such documents.

         The parties hereto acknowledge that, if the payments described in
paragraph 39 of Exhibit 2 to the Mortgage Loan Purchase Agreements regarding the
obligation of a Mortgagor to pay the reasonable costs and expenses associated
with a defeasance of the related Mortgage Loan are insufficient to reimburse the
Trust, then it shall be the sole obligation of the related Seller to pay an
amount equal to such insufficiency to the extent the related Mortgagor is not
required to pay them. Promptly upon receipt of notice of such insufficiency, the
Master Servicer or the Special Servicer, as applicable, shall request the
related Seller to make such payment by deposit to the Certificate Account.

         In the case of a Specially Serviced Mortgage Loan, the Master Servicer
shall process any defeasance of such Specially Serviced Mortgage Loan in
accordance with the original terms of the respective Mortgage Loan documents
following a request by the Special Servicer that the Master Servicer do so,
which request shall be accompanied by a waiver of any condition of defeasance
that an "event of default" under such Specially Serviced Mortgage Loan not have
occurred or be continuing, and the Master Servicer shall be entitled to any fees
paid relating to such defeasance. If such "event of default" is on account of an
uncured payment default, the Special Servicer will process the defeasance of
such Specially Serviced Mortgage Loan, and the Special Servicer shall be
entitled to any fees paid relating to such defeasance.

         (i) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Mortgagor under a ground lease, confirm
whether or not on or prior to the date that is thirty (30) days after the
Closing Date, the Mortgage Loan Seller has notified the related ground lessor of
the transfer of such Mortgage Loan to the Trust pursuant to this Agreement and
informed such ground lessor that any notices of default under the related Ground
Lease should thereafter be forwarded to the Master Servicer (as evidenced by
delivery of a copy thereof to the Master Servicer). The Master Servicer shall
promptly notify the ground lessor if the Mortgage Loan Seller has failed to do
so by the thirtieth day after the Closing Date.

         (j) Pursuant to the Pari Passu Intercreditor Agreement, the owner of
the Pari Passu Loan has agreed that such owner's rights in, to and under the
Pari Passu Loan are subject to the servicing and all other rights of the
2000-WF2 Servicer and the 2000-WF2 Special Servicer, and the 2000-WF2 Servicer
and the 2000-WF2 Special Servicer are authorized and obligated to service and
administer the Pari Passu Loan pursuant to the 2000-WF2 Pooling and Servicing
Agreement. Notwithstanding anything herein to the contrary, the parties hereto
acknowledge and agree that the Master Servicer's obligations and
responsibilities hereunder and the Master Servicer's authority with respect to
the Pari Passu Loan are limited by and subject to the terms of the Pari Passu
Intercreditor Agreement and the rights of the 2000-WF2 Servicer and the 2000-WF2
Special Servicer with respect thereto under the 2000-WF2 Pooling and Servicing
Agreement. The Master Servicer shall use reasonable best efforts consistent with
the Servicing Standard to monitor the servicing of the Pari Passu Loan by the
2000-WF2 Servicer and the



                                     -143-
<PAGE>

2000-WF2 Special Servicer pursuant to the 2000-WF2 Pooling and Servicing
Agreement and shall enforce the rights of the Trustee (as holder of the Pari
Passu Loan) under the 2000-WF2 Pooling and Servicing Agreement. The Master
Servicer shall take such actions as it shall deem reasonably necessary to
facilitate the servicing of the Pari Passu Loan by the 2000-WF2 Servicer and the
2000-WF2 Special Servicer including, but not limited to, delivering appropriate
Requests for Release to the Trustee and Custodian (if any) in order to deliver
any portion of the related Mortgage File to the 2000-WF2 Servicer or 2000-WF2
Special Servicer under the 2000-WF2 Pooling and Servicing Agreement.

         SECTION 8.4 PRIMARY SERVICING AND SUB-SERVICING. (a) The parties hereto
(A) acknowledge that the Master Servicer has delegated certain of its
obligations and assigned certain of its rights under this Agreement to each of
the Primary Servicers pursuant to the applicable Primary Servicing Agreements;
and (B) agree: (1) in addition to those obligations specifically delegated by
the Master Servicer to each Primary Servicer under the applicable Primary
Servicing Agreement, each Primary Servicer shall also perform the Master
Servicer's obligations set forth in Section 2.1(d) of this Agreement as such
Section relates to the Mortgage Loans serviced by it; (2) in addition to those
rights specifically granted by the Master Servicer to each Primary Servicer
under the applicable Primary Servicing Agreement, those rights set forth in
Section 8.24 hereof accruing to the benefit of the Master Servicer shall also
accrue to the benefit of each Primary Servicer; (3) any indemnification or
release from liability set forth in this Agreement accruing to the benefit of
the Master Servicer shall also, to the extent applicable, benefit each Primary
Servicer; and (4) for each notice, certification, report, schedule, statement or
other type of writing that a party hereto is obligated to deliver to the Master
Servicer, such party shall deliver to each Primary Servicer a copy of such
notice, certification, report, schedule, statement or other type of writing at
the time and in the same manner that any of the foregoing is required to be
delivered to the Master Servicer. Notwithstanding the provisions of any Primary
Servicing Agreement or any other provisions of this Agreement, the Master
Servicer shall remain obligated and liable to the Trustee, the Paying Agent, the
Special Servicer and the Certificateholders for servicing and administering of
the Mortgage Loans in accordance with the provisions of this Agreement to the
same extent as if the Master Servicer was alone servicing and administering the
Mortgage Loans. The Master Servicer or applicable Primary Servicer shall
supervise, administer, monitor, enforce and oversee the servicing of the
applicable Mortgage Loans by any Sub-Servicer appointed by it. The terms of any
arrangement or agreement between the Master Servicer or applicable Primary
Servicer and a Sub-Servicer shall provide that such agreement or arrangement may
be terminated, without cause and without the payment of any termination fees, by
the Trustee in the event such Master Servicer or applicable Primary Servicer is
terminated in accordance with this Agreement or the applicable Primary Servicing
Agreement. In addition, neither the Trustee nor the Paying Agent nor the
Certificateholders shall have any direct obligation or liability (including,
without limitation, indemnification obligations) with respect to any
Sub-Servicer. The Master Servicer or applicable Primary Servicer shall pay the
costs of enforcement against any of its Sub-Servicers at its own expense, but
shall be reimbursed therefor only (i) from a general recovery resulting from
such enforcement only to the extent that such recovery exceeds all amounts due
in respect of the related Mortgage Loans or (ii) from a specific recovery of
costs, expenses or attorneys fees against the party against whom such
enforcement is directed. Notwithstanding the provisions of any primary servicing
agreement or sub-servicing agreement, any of the provisions of this Agreement
relating to agreements or arrangements between the Master Servicer or applicable
Primary Servicer or a Sub-Servicer, or



                                     -144-
<PAGE>

reference to actions taken through a Sub-Servicer or otherwise, the Master
Servicer or applicable Primary Servicer shall remain obligated and liable to the
Trustee, the Paying Agent, the Special Servicer and the Certificateholders for
the servicing and administering of the applicable Mortgage Loans in accordance
with (and subject to the limitations contained within) the provisions of this
Agreement or the applicable Primary Servicing Agreement without diminution of
such obligation or liability by virtue of indemnification from a Sub-Servicer
and to the same extent and under the same terms and conditions as if the Master
Servicer or applicable Primary Servicer alone were servicing and administering
the Mortgage Loans.

         (b) The Master Servicer and either Primary Servicer may appoint one or
more sub-servicers (each, a "Sub-Servicer") to perform all or any portion of its
duties hereunder for the benefit of the Trustee and the Certificateholders,
provided, however, that any decision or recommendation involving the exercise of
the Primary Servicer's discretion as a "lender" under any loan document with
respect to a Mortgage Loan shall be exercised only by the Primary Servicer and
may not be delegated to a Sub-Servicer.

         The Master Servicer shall enter into the Primary Servicing Agreements
with each of the Primary Servicers and shall not terminate such agreements
except in accordance with the terms thereof. To the extent consistent with the
rights of the Primary Servicers under this Agreement and the related Primary
Servicing Agreement, but not in limitation of any other rights granted to the
Primary Servicers in this Agreement and/or in the Primary Servicing Agreements,
each of the Primary Servicers shall have all of the rights and obligations of a
Sub-Servicer set forth herein.

         Notwithstanding any other provision set forth in this Agreement to the
contrary, (i) each Primary Servicer's rights and obligations under its
respective Primary Servicing Agreement shall expressly survive a termination of
the Master Servicer's servicing rights under this Agreement; provided that the
applicable Primary Servicing Agreement has not been terminated in accordance
with its provisions; (ii) any successor Master Servicer, including, without
limitation, the Trustee (if it assumes the servicing obligations of the Master
Servicer) shall be deemed to automatically assume and agree to each of the then
current Primary Servicing Agreements without further action upon becoming the
successor Master Servicer and (iii) this Agreement may not be modified in any
manner which would increase the obligations or limit the rights of a Primary
Servicer hereunder and/or under the applicable Primary Servicing Agreement,
without the prior written consent of such Primary Servicer (which consent shall
not be unreasonably withheld).

         If a task, right or obligation of Master Servicer is delegated to a
Primary Servicer under a Primary Servicing Agreement, and such task, right or
obligation involves or requires the consent of the Special Servicer, then the
Special Servicer shall accept the performance of such task, right or obligation
by the Primary Servicer in accordance with the terms of this Agreement
(including without limitation any time periods for consent or deemed consent to
be observed by the Special Servicer) as if Master Servicer were performing it.

         Notwithstanding any provision of this Agreement, each of the parties
hereto acknowledges and agrees that the Special Servicer is neither a party to
any Primary Servicing Agreement, nor is it bound by any provision of any Primary
Servicing Agreement. The Special



                                     -145-
<PAGE>

Servicer hereby acknowledges the delegation of rights and duties hereunder by
the Master Servicer pursuant to the provisions of each Primary Servicing
Agreement.

         SECTION 8.5 SERVICERS MAY OWN CERTIFICATES. The Master Servicer and any
Primary Servicer and any agent of the Master Servicer or Primary Servicer in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not the Master Servicer or such
agent. Any such interest of the Master Servicer or Primary Servicer or such
agent in the Certificates shall not be taken into account when evaluating
whether actions of the Master Servicer are consistent with its obligations in
accordance with the Servicing Standard regardless of whether such actions may
have the effect of benefiting the Class or Classes of Certificates owned by the
Master Servicer.

         SECTION 8.6 MAINTENANCE OF HAZARD INSURANCE, OTHER INSURANCE, TAXES AND
OTHER. Subject to the limitations set forth below, the Master Servicer shall use
reasonable efforts consistent with the Servicing Standard to cause the related
Mortgagor to maintain for each Mortgage Loan (other than any REO Mortgage Loan)
(A) a Standard Hazard Insurance Policy which does not provide for reduction due
to depreciation in an amount that is at least equal to the lesser of (i) the
full replacement cost of improvements securing such Mortgage Loan or (ii) the
outstanding principal balance of such REO Mortgage Loan, but, in any event, in
an amount sufficient to avoid the application of any co-insurance clause and (B)
any other insurance coverage for a Mortgage Loan which the related Mortgagor is
required to maintain under the related Mortgage, provided the Master Servicer
shall not be required to maintain earthquake insurance on any Mortgaged Property
unless such insurance was required at origination and is available at
commercially reasonable rates; provided, however, that the Special Servicer
shall have the right, but not the duty, to obtain, at the Trust's expense,
earthquake insurance on any Mortgaged Property securing a Specially Serviced
Mortgage Loan or an REO Property so long as such insurance is available at
commercially reasonable rates. If the related Mortgagor does not maintain the
insurance set forth in clauses (A) and (B) above, then the Master Servicer shall
cause to be maintained such insurance with a Qualified Insurer.

         Each Standard Hazard Insurance Policy maintained with respect to any
Mortgaged Property that is not an REO Property shall contain, or have an
accompanying endorsement that contains, a standard mortgagee clause. If the
improvements on the Mortgaged Property are located in a designated special flood
hazard area by the Federal Emergency Management Agency in the Federal Register,
as amended from time to time (to the extent permitted under the related Mortgage
Loan or as required by law), the Master Servicer (with respect to any Mortgaged
Property that is not an REO Property) shall cause flood insurance to be
maintained. Such flood insurance shall be in an amount equal to the lesser of
(i) the unpaid principal balance of the related Mortgage Loan or (ii) the
maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program, if the area in which the
improvements on the Mortgaged Property are located is participating in such
program. Any amounts collected by the Master Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the related
Mortgaged Property or property thus acquired or amounts released to the
Mortgagor in accordance with the terms of the applicable Mortgage Loan) shall be
deposited in the Certificate Account.



                                     -146-
<PAGE>

         Any cost (such as insurance premiums and insurance broker fees but not
internal costs and expenses of obtaining such insurance) incurred by the Master
Servicer in maintaining any insurance pursuant to this Section 8.6 shall not,
for the purpose of calculating monthly distributions to the Certificateholders
or remittances to the Paying Agent for their benefit, be added to the principal
balance of the Mortgage Loan, notwithstanding that the terms of the Mortgage
Loan so permit. Such costs shall be paid as a Servicing Advance by the Master
Servicer, subject to Section 4.4 hereof.

         Notwithstanding the above, the Master Servicer shall have no obligation
beyond using its reasonable efforts consistent with the Servicing Standard to
enforce such insurance requirements. Furthermore, the Master Servicer shall not
be required in any event to maintain or obtain insurance coverage beyond what is
reasonably available at a cost customarily acceptable and consistent with the
Servicing Standard. The Master Servicer shall notify the Trustee in the event it
makes such determination.

         The Master Servicer shall conclusively be deemed to have satisfied its
obligations as set forth in this Section 8.6 either (i) if the Master Servicer
shall have obtained and maintained a master force placed or blanket insurance
policy insuring against hazard losses on all of the applicable Mortgage Loans
serviced by it, it being understood and agreed that such policy may contain a
deductible clause on terms substantially equivalent to those commercially
available and maintained by comparable servicers consistent with the Servicing
Standard, and provided that such policy is issued by a Qualified Insurer or (ii)
if the Master Servicer, provided that its long-term rating is not less than "A"
by Fitch and "A-" by S&P, self-insures for its obligations as set forth in the
first paragraph of this Section 8.6. In the event that the Master Servicer shall
cause any Mortgage Loan to be covered by such a master force placed or blanket
insurance policy, the incremental cost of such insurance allocable to such
Mortgage Loan (i.e., other than any minimum or standby premium payable for such
policy whether or not any Mortgage Loan is then covered thereby), if not borne
by the related Mortgagor, shall be paid by the Master Servicer as a Servicing
Advance. If such policy contains a deductible clause, the Master Servicer shall,
if there shall not have been maintained on the related Mortgaged Property a
policy complying with this Section 8.6 and there shall have been a loss that
would have been covered by such policy, deposit in the Certificate Account the
amount not otherwise payable under such master force placed or blanket insurance
policy because of such deductible clause to the extent that such deductible
exceeds (i) the deductible under the related Mortgage Loan or (ii) if there is
no deductible limitation required under the Mortgage Loan, the deductible amount
with respect to insurance policies generally available on properties similar to
the related Mortgaged Property which is consistent with the Servicing Standard,
and deliver to the Trustee an Officer's Certificate describing the calculation
of such amount. In connection with its activities as administrator and servicer
of the Mortgage Loans, the Master Servicer agrees to present, on its behalf and
on behalf of the Trustee, claims under any such master force placed or blanket
insurance policy.

         With respect to each Mortgage Loan, the Master Servicer shall maintain
accurate records with respect to each related Mortgaged Property reflecting the
status of taxes, assessments and other similar items that are or may become a
lien on the related Mortgaged Property and the status of insurance premiums
payable with respect thereto. From time to time, the Master Servicer (other than
with respect to REO Mortgage Loans) shall (i) obtain all bills for



                                     -147-
<PAGE>

the payment of such items (including renewal premiums), and (ii) except in the
case of Mortgage Loans under which Escrow Amounts are not held by the Master
Servicer, effect payment of all such bills, taxes and other assessments with
respect to such Mortgaged Properties prior to the applicable penalty or
termination date, in each case employing for such purpose Escrow Amounts as
allowed under the terms of the related Mortgage Loan. If a Mortgagor fails to
make any such payment on a timely basis or collections from the Mortgagor are
insufficient to pay any such item before the applicable penalty or termination
date, the Master Servicer in accordance with the Servicing Standard shall use
its reasonable efforts to pay as a Servicing Advance the amount necessary to
effect the payment of any such item prior to such penalty or termination date,
subject to Section 4.4 hereof. No costs incurred by the Master Servicer, the
Trustee or the Fiscal Agent as the case may be, in effecting the payment of
taxes and assessments on the Mortgaged Properties and related insurance premiums
and ground rents shall, for the purpose of calculating distributions to
Certificateholders, be added to the principal balance of the Mortgage Loans,
notwithstanding that the terms of such Mortgage Loans so permit.

         SECTION 8.7 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS;
DUE-ON-ENCUMBRANCE CLAUSE.

         (a) In the event the Master Servicer receives a request from a
Mortgagor pursuant to the provisions of any Mortgage Loan (other than a
Specially Serviced Mortgage Loan) that expressly permits, subject to any
conditions set forth in the Mortgage Loan documents, the assignment of the
related Mortgaged Property to, and assumption of such Mortgage Loan by, another
Person, the Master Servicer shall obtain relevant information for purposes of
evaluating such request. For the purpose of the foregoing sentence, the term
`expressly permits' shall include outright permission to assign, permission to
assign upon satisfaction of certain conditions or prohibition against assignment
except upon the satisfaction of stated conditions. If the Master Servicer
recommends to approve such assignment, the Master Servicer shall provide to the
Special Servicer a copy of such recommendation and the materials upon which such
recommendation is based (which information shall consist of the information to
be included in the Assignment and Assumption Submission to Special Servicer, in
the form attached hereto as Exhibit U) and (A) the Special Servicer shall have
the right hereunder to grant or withhold consent to any such request for such
assignment and assumption in accordance with the terms of the Mortgage Loan and
this Agreement, and the Special Servicer shall not unreasonably withhold such
consent and any such decision of the Special Servicer shall be in accordance
with the Servicing Standard, (B) failure of the Special Servicer to notify the
Master Servicer in writing, within five (5) Business Days following the Master
Servicer's delivery of the recommendation described above and the complete
Assignment and Assumption Submission to Special Servicer on which the
recommendation is based, of its determination to grant or withhold such consent
shall be deemed to constitute a grant of such consent and (C) the Master
Servicer shall not permit any such assignment or assumption unless it has
received the written consent of the Special Servicer or such consent has been
deemed to have been granted as described in the preceding sentence. The Special
Servicer hereby acknowledges the delegation of rights and duties hereunder by
the Master Servicer pursuant to the provisions of each Primary Servicing
Agreement. If the Special Servicer withholds consent pursuant to the provisions
of this Agreement, it shall provide the Master Servicer and any applicable
Primary Servicer with a written statement and a verbal explanation as to its
reasoning and analysis. Upon consent or deemed consent by the Special Servicer
to such proposed assignment and assumption, the Master



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<PAGE>

Servicer shall process such request of the related Mortgagor and shall be
authorized to enter into an assignment and assumption or substitution agreement
with the Person to whom the related Mortgaged Property has been or is proposed
to be conveyed, and/or release the original Mortgagor from liability under the
related Mortgage Loan and substitute as obligor thereunder the Person to whom
the related Mortgaged Property has been or is proposed to be conveyed; provided,
however, that the Master Servicer shall not enter into any such agreement to the
extent that any terms thereof would result in an Adverse REMIC Event or create
any lien on a Mortgaged Property that is senior to, or on parity with, the lien
of the related Mortgage. To the extent permitted by applicable law, the Master
Servicer shall not enter into such an assumption or substitution agreement
unless the credit status of the prospective new Mortgagor is in conformity to
the terms of the related Mortgage Loan documents. In making its recommendation,
the Master Servicer shall evaluate such conformity in accordance with the
Servicing Standard. The Master Servicer shall notify the Trustee, the Paying
Agent and the Special Servicer of any assignment and assumption or substitution
agreement executed pursuant to this Section 8.7(a). Except any such fees payable
in connection with the Pari Passu Loan, the Master Servicer shall be entitled to
(as additional servicing compensation) 50% of any assumption fee collected from
a Mortgagor in connection with an assignment and assumption or substitution of a
non-Specially Serviced Mortgage Loan executed pursuant to this Section 8.7(a)
and the Special Servicer shall be entitled to (as additional special servicing
compensation) the other 50% of such fee.

         Notwithstanding the foregoing, the Special Servicer acknowledges that
the Master Servicer has delegated certain tasks, rights and obligations to
Primary Servicers with respects to Post Closing Requests (as defined in the
Primary Servicing Agreements) pursuant to Section 8.4 of this Agreement. The
Primary Servicing Agreements classify certain Post Closing Requests as Category
1 Requests (as defined in the Primary Servicing Agreements), in which Primary
Servicer has certain authority to evaluate and process such requests in
accordance with this Agreement, the applicable Primary Servicing Agreement and
applicable Mortgage Loan documents.

         With respect to a Category 1 Request that involves a condition, term or
provision that requires, or specifies a standard of, consent or approval of the
applicable Mortgagee under the Mortgage Loan documents, the Primary Servicing
Agreements provide for Master Servicer's determination of materiality of such
condition, term or provision requiring approval or consent and the referral of
such condition, term or provision to a Special Servicer for consent in
accordance with the terms of the Primary Servicing Agreements upon a
determination of materiality. Special Servicer acknowledges such provisions.
Nothing in this Agreement, however, shall grant the Primary Servicers greater
authority, discretion or delegated rights over Post Closing Requests than are
set forth in the Primary Servicing Agreement.

         Neither the Master Servicer nor the Special Servicer shall have any
liability, and shall be indemnified by the Trust for any liability to the
Mortgagor or the proposed assignee, for any delay in responding to requests for
assumption, if the same shall occur as a result of the failure of the Rating
Agencies, or any of them, to respond to such request in a reasonable period of
time.



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<PAGE>

         (b) Other than with respect to the assignment and assumptions referred
to in subsection (a) above, if any Mortgage Loan that is not a Specially
Serviced Mortgage Loan contains a provision in the nature of a "due-on-sale"
clause, (i) provides that such Mortgage Loan shall (or may at the mortgagee's
option) become due and payable upon the sale of the related Mortgaged Property,
or (ii) provides that such Mortgage Loan may not be assumed without the consent
of the related mortgagee in connection with any such sale or other transfer,
then, the review and determination to either (i) enforce such due-on-sale clause
or (ii) if in the best economic interest of the Trust, waive the effect of such
provision, such waiver to be processed in the same manner as in Section 8.7(a);
provided, however, that if the Principal Balance of such Mortgage Loan at such
time equals or exceeds 5% of the Aggregate Certificate Balance or is one of the
then current top 10 loans (by principal balance) in the pool, then prior to
waiving the effect of such provision, the Special Servicer shall obtain Rating
Agency Confirmation regarding such waiver. In connection with the request for
such consent, the Special Servicer shall prepare and deliver to Fitch and S&P a
memorandum outlining its analysis and recommendation in accordance with the
Servicing Standard, together with copies of all relevant documentation. The
Master Servicer shall promptly forward copies of the assignment and assumption
documents relating to any Mortgage Loan to the Special Servicer, the Paying
Agent and the Trustee, and the Master Servicer shall promptly thereafter forward
such documents to the Rating Agencies. The Special Servicer and the Master
Servicer shall each be entitled to (as additional compensation) 50% of any fee
collected from a Mortgagor in connection with the granting or withholding such
consent (other than any such fee payable in connection with the Pari Passu
Loan).

         (c) The Master Servicer shall have the right to consent to any
transfers of an interest of a Mortgagor, to the extent such transfer is allowed
under the terms of the related Mortgage Loan, including any consent to transfer
to any subsidiary or affiliate of Mortgagor or to a person acquiring less than a
majority interest in the Mortgagor; provided, however, that (i) if the Principal
Balance of such Mortgage Loan at such time equals or exceeds 5% of the Aggregate
Certificate Balance or is one of the then current top 10 loans (by principal
balance) in the pool, and (ii) if the transfer is of an interest in the
Mortgagor greater than 49%, then prior to consenting, the Master Servicer shall
obtain a Rating Agency Confirmation regarding such consent, the costs of which
to be payable by the related Mortgagor to the extent provided for in the
Mortgage Loan documents. The Master Servicer shall be entitled to collect and
receive from Mortgagors any customary fees in connection with such transfers of
interest as additional servicing compensation.

         (d) The Trustee for the benefit of the Certificateholders shall execute
any necessary instruments in the form presented to it by the Master Servicer
(pursuant to subsection (a)) or the Special Servicer (pursuant to subsection
(b)) for such assignments and assumptions agreements. Upon the closing of the
transactions contemplated by such documents, the Master Servicer or the Special
Servicer, as the case may be, shall cause the originals of the assignment and
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Loan to be delivered to the Trustee except to the extent such
documents have been submitted to the recording office, in which event the Master
Servicer shall promptly deliver copies of such documents to the Trustee and the
Special Servicer.


                                     -150-
<PAGE>

         (e) If any Mortgage Loan (other than a Specially Serviced Mortgage
Loan) which contains a provision in the nature of a "due-on-encumbrance" clause,
which by its terms:

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

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

then, as long as such Mortgage Loan is included in the Trust, the Master
Servicer, on behalf of the Trustee as the Mortgagee of record, shall exercise
(or, subject to Section 8.18, waive its right to exercise) any right it may have
with respect to such Mortgage Loan (x) to accelerate the payments thereon, or
(y) to withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard and Section 8.18
hereof. Prior to waiving the effect of such provision, the Master Servicer shall
obtain Rating Agency Confirmation regarding such waiver and shall comply with
the provisions of the next succeeding paragraph.

         Without limiting the generality of the preceding sentence, in the event
that the Master Servicer receives a request for a waiver of any
"due-on-encumbrance" clause, the Master Servicer shall obtain relevant
information for purposes of evaluating such request for a waiver. If the Master
Servicer recommends to waive such clause, the Master Servicer shall provide to
the Special Servicer a copy of such recommendation and the materials upon which
such recommendation is based (which information shall consist of the information
to be included in the Additional Lien, Monetary Encumbrance and Mezzanine
Financing Submission Package to the Special Servicer, in the form attached
hereto as Exhibit V) and (A) the Special Servicer shall have the right hereunder
to grant or withhold consent to any such request in accordance with the terms of
the Mortgage Loan and this Agreement, and the Special Servicer shall not
unreasonably withhold such consent and any such decision of the Special Servicer
shall be in accordance with the Servicing Standard, (B) failure of the Special
Servicer to notify the Master Servicer in writing, within five (5) Business Days
following the Master Servicer's delivery of the recommendation described above
and the complete Additional Lien, Monetary Encumbrance and Mezzanine Financing
Submission Package to the Special Servicer on which the recommendation is based,
of its determination to grant or withhold such consent shall be deemed to
constitute a grant of such consent and (C) the Master Servicer shall not permit
any such waiver unless it has received the written consent of the Special
Servicer or such consent has been deemed to have been granted as described in
the preceding sentence. If the Special Servicer withholds consent pursuant to
the foregoing provisions, it shall provide the Master Servicer with a written
statement and a verbal explanation as to its reasoning and analysis. Upon
consent or deemed consent by the Special Servicer to such proposed waiver, the
Master Servicer shall process such request of the related Mortgagor subject to
the other requirements set forth above.

         The parties hereto acknowledge that, if the payments described in
paragraph 39 of Exhibit 2 to the Mortgage Loan Purchase Agreements regarding the
obligation of a Mortgagor to pay the reasonable costs and expenses of obtaining
any Rating Agency Confirmation in



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<PAGE>

connection with an assumption of the related Mortgage Loan are insufficient to
reimburse the Trust, then it shall be the sole obligation of the related Seller
to pay an amount equal to such insufficiency to the extent the related Mortgagor
is not required to pay them. Promptly upon receipt of notice of such
insufficiency, the Master Servicer or the Special Servicer, as applicable, shall
request the related Seller to make such payment by deposit to the Certificate
Account. The Master Servicer may not waive such payment by the Mortgagor.

         SECTION 8.8 TRUSTEE TO COOPERATE; RELEASE OF TRUSTEE MORTGAGE FILES.
Upon the payment in full of any Mortgage Loan, the complete defeasance of a
Mortgage Loan, satisfaction or discharge in full of any Specially Serviced
Mortgage Loan or the receipt by the Master Servicer of a notification that
payment in full (or such payment, if any, in connection with the satisfaction
and discharge in full of any Specially Serviced Mortgage Loan) will be escrowed
in a manner customary for such purposes, and upon notification by the Master
Servicer in the form of a certification (which certification shall include a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Certificate Account have been or will be so deposited) of a Servicing Officer
and a request for release of the Trustee Mortgage File in the form of Exhibit C
hereto the Trustee shall promptly release the related Trustee Mortgage File to
the Master Servicer and the Trustee shall execute and deliver to the Master
Servicer the deed of reconveyance or release, satisfaction or assignment of
mortgage or such instrument releasing the lien of the Mortgage, as directed by
the Master Servicer together with the Mortgage Note with written evidence of
cancellation thereon. The provisions of the immediately preceding sentence shall
not, in any manner, limit or impair the right of the Master Servicer to execute
and deliver, on behalf of the Trustee, the Certificateholders or any of them,
any and all instruments of satisfaction, cancellation or assignment without
recourse, representation or warranty, or of partial or full release or discharge
and all other comparable instruments, with respect to the Mortgage Loans, and
with respect to the Mortgaged Properties held for the benefit of the
Certificateholders. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Distribution
Account but shall be paid by the Master Servicer except to the extent that such
expenses are paid by the related Mortgagor in a manner consistent with the terms
of the related Mortgage and applicable law. From time to time and as shall be
appropriate for the servicing of any Mortgage Loan, including for such purpose,
collection under any policy of flood insurance, any Servicer Fidelity Bond or
Errors and Omissions Policy, or for the purposes of effecting a partial or total
release of any Mortgaged Property from the lien of the Mortgage or the making of
any corrections to the Mortgage Note or the Mortgage or any of the other
documents included in the Trustee Mortgage File, the Trustee shall, upon request
of the Master Servicer and the delivery to the Trustee of a Request for Release
signed by a Servicing Officer, in the form of Exhibit C hereto, release the
Trustee Mortgage File to the Master Servicer or the Special Servicer, as the
case may be.

         SECTION 8.9 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER
SERVICER TO BE HELD FOR THE TRUSTEE FOR THE BENEFIT OF THE CERTIFICATEHOLDERS.
Notwithstanding any other provisions of this Agreement, the Master Servicer
shall transmit to the Trustee, to the extent required by this Agreement, all
documents and instruments coming into the possession of the Master Servicer from
time to time and shall account fully to the Trustee and the Paying Agent for any
funds received or otherwise collected thereby, including Liquidation



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<PAGE>

Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All Servicer
Mortgage Files and funds collected or held by, or under the control of, the
Master Servicer in respect of any Mortgage Loans, whether from the collection of
principal and interest payments or from Liquidation Proceeds or Insurance
Proceeds, including any funds on deposit in the Certificate Account, shall be
held by the Master Servicer for and on behalf of the Trustee and the
Certificateholders and shall be and remain the sole and exclusive property of
the Trustee, subject to the applicable provisions of this Agreement. The Master
Servicer agrees that it shall not create, incur or subject any Servicer Mortgage
Files or Trustee Mortgage File or any funds that are deposited in the
Certificate Account or any Escrow Account, or any funds that otherwise are or
may become due or payable to the Trustee or the Paying Agent, to any claim,
lien, security interest, judgment, levy, writ of attachment or other
encumbrance, or assert by legal action or otherwise any claim or right of setoff
against any Servicer Mortgage Files or Trustee Mortgage File or any funds
collected on, or in connection with, a Mortgage Loan, except, however, that the
Master Servicer shall be entitled to receive from any such funds any amounts
that are properly due and payable to the Master Servicer under this Agreement.

         SECTION 8.10 SERVICING COMPENSATION.

         (a) As compensation for its activities hereunder, the Master Servicer
shall be entitled to the Master Servicing Fee, which shall be payable by the
Trust from amounts held in the Certificate Account or otherwise collected from
the Mortgage Loans as provided in Section 5.2. The Master Servicer shall be
required to pay to the Primary Servicers the Primary Servicing Fees, which shall
be payable by the Trust from amounts as provided in Section 5.1(c), unless
retained by the Primary Servicers from amounts transferred to the Master
Servicer in accordance with the terms of the Primary Servicing Agreements. The
Master Servicer shall be required to pay to the holders of the rights to the
Excess Servicing Fees, the Excess Servicing Fees, which shall be payable by the
Trust as provided in Section 5.1(c), unless otherwise retained by the holders of
such rights. Notwithstanding anything herein to the contrary, if any of the
holders of the right to receive Excess Servicing Fees resigns or is no longer
Master Servicer or Primary Servicer, as applicable, for any reason, it will
continue to have the right to receive its portion of the Excess Servicing Fee,
and any of the holders of the right to receive Excess Servicing Fees shall have
the right to assign its portion of the Excess Servicing Fee, whether or not it
is then acting as Master Servicer or Primary Servicer hereunder. The Master
Servicer shall also be entitled to the Primary Servicing Fee, which shall be
payable by the Trust from amounts held in the Certficate Account or otherwise
collected from the Mortgage Loans as provided in Section 5.2, provided that the
Primary Servicing Fee payable to the Master Servicer shall only be collected
from the Mortgage Loans set forth on Schedule II, Schedule IV and Schedule V,
except as provided in Section 8.28(c).

         (b) Additional servicing compensation in the form of assumption fees,
extension fees, servicing fees, default interest payable at a rate above the
Mortgage Rate (net of any amount used to pay Advance Interest), Modification
Fees, forbearance fees, Late Fees (net of Advance Interest) or other usual and
customary charges and fees actually received from Mortgagors shall be retained
by the Master Servicer, provided that the Master Servicer shall be entitled to
(i) receive 50% of assumption fees collected on Mortgage Loans as provided in
Section 8.7(a), (ii) Modification Fees as provided in Section 8.18 hereof; and
(iii) 100% of any



                                     -153-
<PAGE>

extension fees collected from the related Mortgagor in connection with the
extension of the Maturity Date of any Mortgage Loan as provided in Section 8.18;
provided, however, that the Master Servicer shall not be entitled to any such
fees in connection with any Specially Serviced Mortgage Loans or the Pari Passu
Loan. If the Master Servicer collects any amount payable to the Special Servicer
hereunder in connection with a REO Mortgage Loan or Specially Serviced Mortgage
Loan, the Master Servicer shall promptly remit such amount to the Special
Servicer as provided in Section 5.2. The Master Servicer shall be required to
pay all applicable expenses incurred by it in connection with its servicing
activities hereunder.

         (c) Notwithstanding any other provision herein, the Master Servicing
Fee for each monthly period relating to each Determination Date shall be reduced
by an amount equal to the Compensating Interest (if any) relating to Mortgage
Loans which are not Specially Serviced Mortgage Loans for such Determination
Date.

         (d) The Master Servicer shall also be entitled to additional servicing
compensation of (i) an amount equal to the excess, if any, of the aggregate
Prepayment Interest Excess relating to Mortgage Loans which are not Specially
Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment
Interest Shortfalls for such Mortgage Loans for such Distribution Date, (ii)
interest or other income earned on deposits in the Certificate Account and the
Distribution Account (but only to the extent of the net investment earnings, if
any, with respect to each such account), and, (iii) to the extent not required
to be paid to any Mortgagor under applicable law, any interest or other income
earned on deposits in the Escrow Accounts.

         SECTION 8.11 MASTER SERVICER REPORTS; ACCOUNT STATEMENTS.

         (a) For each Distribution Date, (i) the Master Servicer shall deliver
to the Paying Agent, no later than 5:00 p.m., New York City time, on the related
Report Date, the Master Servicer Remittance Report with respect to such
Distribution Date including any information regarding prepayments made pursuant
to Section 5.2(b) and (ii) the Master Servicer shall report to the Paying Agent
on the related Advance Report Date, the amount of P&I Advance to be made by the
Master Servicer on the related Master Servicer Remittance Date. The Special
Servicer is required to provide all information relating to Specially Serviced
Mortgage Loans in order for the Master Servicer to satisfy its duties in this
Section 8.11.

         (b) The Master Servicer shall deliver to the Trustee, the Paying Agent
and the Special Servicer within 30 days following each Distribution Date a
statement setting forth the status of the Certificate Account as of the close of
business on such Distribution Date showing, for the period covered by such
statement, the aggregate of deposits in or withdrawals from the Certificate
Account.

         (c) The Master Servicer shall promptly inform the Special Servicer of
the name, account number, location and other necessary information concerning
the Certificate Account in order to permit the Special Servicer to make deposits
therein.

         (d) [Reserved].

         (e) The Master Servicer shall deliver a copy of any reports or
information delivered to the Trustee or the Paying Agent pursuant to subsection
(a) or subsection (b) of this



                                     -154-
<PAGE>

Section 8.11 to the Depositor, the Special Servicer, the Operating Adviser and
each Rating Agency, in each case upon request by such Person and only to the
extent such reports and information are not otherwise required to be delivered
to such Person under any provision of this Agreement.

         (f) Notwithstanding any provision of this Agreement to the contrary,
the Master Servicer shall not have any obligation (other than to the Special
Servicer) to deliver any statement, notice or report that is then made available
on the Master Servicer's or the Paying Agent's internet website, provided that
it has notified all parties entitled to delivery of such reports, by electronic
mail or other notice provided in this Agreement, to the effect that such
statements, notices or reports shall thereafter be made available on such
website from time to time.

         (g) The Master Servicer shall deliver or cause to be delivered to the
Paying Agent the following CMSA Reports with respect to the Mortgage Loans (and,
if applicable, the related REO Properties) providing the required information as
of the related Determination Date and, to the extent received from the 2000-WF2
Servicer, the Pari Passu Loan upon the following schedule: (i) a Comparative
Financial Status Report not later than each Report Date, commencing in April
2001; (ii) an Operating Statement Analysis Report, the Financial File and an NOI
Adjustment Worksheet in accordance with Section 8.14 of this Agreement; (iii) a
Servicer Watch List in accordance with and subject to the terms of Section
8.11(h) on each Report Date, commencing in April 2001; (iv) a Loan Set-Up File
(with respect to the initial Distribution Date only) not later than the Report
Date in March 2001; (v) a Loan Periodic Update File not later than each Report
Date commencing in March 2001; (vi) a Property File not later than each Report
Date, commencing in May 2001; (vii) a Delinquent Loan Status Report on each
Report Date, commencing in April 2001; (viii) an Historical Loan Modification
Report not later than each Report Date, commencing in April 2001, (ix) an
Historical Liquidation Report not later than each Report Date, commencing in
April 2001; and (x) an REO Status Report on each Report Date, commencing in
April 2001. The information that pertains to Specially Serviced Mortgage Loans
and REO Properties reflected in such reports shall be based solely upon the
reports delivered by the Special Servicer to the Master Servicer in writing and
on a computer readable medium reasonably acceptable to the Master Servicer and
the Special Servicer on the Determination Date prior to the related Master
Servicer Remittance Date in the form required under Section 9.32. The Master
Servicer's responsibilities under this Section 8.11(g) with respect to REO Loans
and Specially Serviced Mortgage Loans shall be subject to the satisfaction of
the Special Servicer's obligations under Section 9.32.

         (h) For each Distribution Date, the Master Servicer shall deliver to
the Paying Agent, not later than the related Report Date, a Servicer Watch List.
To the extent the Master Servicer has knowledge thereof, the Master Servicer
shall list any Mortgage Loan on the Servicer Watch List as to which any of the
following events have occurred following the Cut-Off Date: (i) Mortgage Loans
having a current Debt Service Coverage Ratio that is 88% or less of the Debt
Service Coverage Ratio listed for such Mortgage Loan on Annex A to the Final
Prospectus Supplement or having a Debt Service Coverage Ratio that is less than
1.10x, (ii) Mortgage Loans as to which any required inspection of the related
Mortgaged Property conducted by the Master Servicer indicates a problem that the
Master Servicer determines can reasonably be expected to materially adversely
affect the cash flow generated by such Mortgaged



                                     -155-
<PAGE>

Property, (iii) Mortgage Loans which have come to the Master Servicer's
attention in the performance of its duties under this Agreement, in respect of
which (A) the occupancy of the related Mortgaged Property is under 80%, (B) any
tenant occupying 25% or more of the space in the related Mortgaged Property
vacates the Mortgaged Property (without being replaced by one or more comparable
tenants and leases) or is the subject of bankruptcy or similar proceedings if
the Master Servicer has received written notice of such proceedings or such
proceedings have become general public knowledge, (C) with respect to Mortgaged
Properties operated as a hotel, the occupancy thereof is more than 10% less than
the occupancy as of the Cut-Off Date as set forth in Appendix I to the
Prospectus Supplement or (D) any Mortgagor or an affiliate thereof has been the
subject of bankruptcy or similar proceedings if the Master Servicer has received
written notice of such proceedings or such proceedings have become general
public knowledge, (iv) Mortgage Loans that are at least 30 days delinquent in
payment, (v) Mortgage Loans that are within 90 days of maturity, (vi) Mortgage
Loans that are delinquent in respect of real estate taxes, (vii) Mortgage Loans
for which any outstanding advances exist, (viii) Mortgage Loans that are late
after the expiration of any grace period in making monthly payments three or
more times in the preceding 12 months (commencing with the first anniversary of
the Closing Date) and (ix) any Rehabilitated Mortgage Loan until the Mortgagor
has made three (3) consecutive payments.

         (i) If the Master Servicer delivers a notice of drawing to effect a
drawing on any letter of credit or debt service reserve account under which the
Trust has rights as the holder of any Mortgage Loan for purposes other than
payment or reimbursement of amounts contemplated in and by a reserve or escrow
agreement (other than after a default under an applicable Mortgage Loan), the
Master Servicer shall, within five (5) Business Days following its receipt of
the proceeds of such drawing, deliver notice thereof to the Special Servicer,
the Operating Adviser and the Paying Agent, which notice shall set forth (i) the
unpaid principal balance of such Mortgage Loan immediately before and
immediately after the drawing, and (ii) a brief description of the circumstances
that in the Master Servicer's good faith and reasonably judgment entitled the
Master Servicer to make such drawing.

         SECTION 8.12 ANNUAL STATEMENT AS TO COMPLIANCE. The Master Servicer
shall deliver to the Depositor, the Paying Agent and the Trustee on or before
the Report Date in March of each year, commencing in March 2002, an Officer's
Certificate stating, as to the signer thereof, that (A) a review of the
activities of the Master Servicer during the preceding calendar year or portion
thereof and of the performance of the Master Servicer under this Agreement has
been made under such officer's supervision and (B) to the best of such officer's
knowledge, based on such review, the Master Servicer has fulfilled all its
obligations under this Agreement in all material respects throughout such year,
or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof. The Master Servicer shall forward a copy of each such statement to the
Rating Agencies and the Operating Adviser.

         SECTION 8.13 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.
On or before noon (Eastern Time) on March 31 of each year (or March 30 if a leap
year), commencing in March 2002, the Master Servicer at its expense shall cause
a firm of nationally recognized independent public accountants (which may also
render other services to the Master Servicer) and that is a member of the
American Institute of Certified Public Accountants to



                                     -156-
<PAGE>

furnish a statement to the Trustee, the Paying Agent and the Depositor, with a
copy to the Rating Agencies, to the effect that (i) it has obtained a letter of
representation regarding certain matters from the management of the Master
Servicer, which includes an assertion that the Master Servicer has complied with
certain minimum mortgage loan servicing standards (to the extent applicable to
commercial and multifamily mortgage loans), identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of commercial and
multifamily mortgage loans during the most recently completed calendar year and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public Accountants,
such representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. In rendering its
report such firm may rely, as to matters relating to the direct servicing of
commercial and multifamily mortgage loans by Primary Servicers or Sub-Servicers,
upon comparable reports of firms of independent certified public accountants
rendered on the basis of examinations conducted in accordance with the same
standards (rendered within one year of such report) with respect to those
Primary Servicers or Sub-Servicers.

         SECTION 8.14 OPERATING STATEMENT ANALYSIS REPORTS REGARDING THE
MORTGAGED PROPERTIES. Not later than the Report Date occurring in July of each
year, beginning in 2002, the Master Servicer (in the case of Mortgage Loans that
are not Specially Serviced Mortgage Loans) or the Special Servicer (in the case
of Specially Serviced Mortgage Loans) shall deliver to the Trustee (upon
request), the Paying Agent, the Placement Agents, the Underwriters, the Rating
Agencies, any Operating Adviser and the Depositor an Operating Statement
Analysis Report, a Financial File and an NOI Adjustment Worksheet for each
Mortgage Loan (in electronic format), based on the most recently available
year-end financial statements and most recently available rent rolls of each
applicable Mortgagor (to the extent provided to the Master Servicer by or on
behalf of each Mortgagor, or, in the case of Specially Serviced Mortgaged Loans,
as provided to the Special Servicer, which Special Servicer shall forward such
information to the Master Servicer on or before April 15 of each such year),
containing such information and analyses for each Mortgage Loan provided for in
the form of Operating Statement Analysis Report and an NOI Adjustment Worksheet
as would customarily be included in accordance with the Servicing Standard
including, without limitation, Debt Service Coverage Ratios and income; subject,
in the case of the Pari Passu Loan, to the receipt of such report from the
2000-WF2 Servicer or the 2000-WF2 Special Servicer. The Master Servicer shall
make reasonable efforts, consistent with the Servicing Standard, to obtain such
reports from the 2000-WF2 Servicer or 2000-WF2 Special Servicer. In addition,
the Master Servicer shall deliver to the Operating Adviser, and upon request the
Master Servicer shall make available to the Rating Agencies, the Special
Servicer, the Paying Agent and the Trustee, within 30 days following receipt
thereof by the Master Servicer, copies of any annual, monthly or quarterly
financial statements and rent rolls collected with respect to the Mortgaged
Properties. As and to the extent reasonably requested by the Special Servicer,
the Master Servicer shall make inquiry of any Mortgagor with respect to such
information or as regards the performance of the related Mortgaged Property in
general. The Paying Agent shall provide or make available electronically at no
cost to such Certificateholder or Certificate Owner, such Operating Statement
Analysis Reports pursuant to Section 5.4(a).



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         SECTION 8.15 OTHER AVAILABLE INFORMATION AND CERTAIN RIGHTS OF THE
MASTER SERVICER.

         (a) Subject to paragraphs (b), (c) and (d) below, the Paying Agent
shall make available at its Corporate Trust Office, during normal business
hours, upon reasonable advance written notice for review by any
Certificateholder, any Certificate Owner, any Seller, any Primary Servicer, any
Placement Agent, any Underwriter, each Rating Agency, the Paying Agent or the
Depositor, originals or copies of, among other things, the following items: (i)
this Agreement and any amendments thereto, (ii) all final and released Operating
Statement Analysis Reports and the Master Servicer Remittance Reports, (iii) all
Officer's Certificates (including Officer's Certificates evidencing any
determination of Nonrecoverable Advances) delivered to the Trustee and the
Paying Agent since the Closing Date, (iv) all accountants' reports delivered to
the Trustee and the Paying Agent since the Closing Date, (v) the most recent
property Inspection Reports in the possession of the Paying Agent in respect of
each Mortgaged Property, (vi) the most recent Mortgaged Property annual
operating statement and rent roll, if any, collected by or on behalf of the
Master Servicer or the Special Servicer, (vii) any and all modifications,
waivers and amendments of the terms of a Mortgage Loan entered into by the
Master Servicer and/or the Special Servicer, and (viii) any and all Officers'
Certificates (and attachments thereto) delivered to the Trustee and the Paying
Agent to support the Master Servicer's determination that any Advance was not
or, if made, would not be, recoverable. The Trustee will be permitted to require
payment of a sum to be paid by the requesting party (other than the Rating
Agencies, the Trustee, the Paying Agent, any Placement Agent or any Underwriter)
sufficient to cover the reasonable costs and expenses of making such information
available.

         (b) Subject to the restrictions described below, the Master Servicer
shall afford the Rating Agencies, the Depositor, the Trustee, the Paying Agent,
the Special Servicer, the Primary Servicers, the Sellers, the Placement Agents,
the Underwriters, the Operating Adviser, any Certificateholder or Certificate
Owner, upon reasonable notice and during normal business hours, reasonable
access to all information referred to in Section 8.15(a) and any additional
relevant, non-attorney-client-privileged records and documentation regarding the
applicable Mortgage Loans, REO Property and all accounts, insurance policies and
other relevant matters relating to this Agreement, and access to Servicing
Officers of the Master Servicer responsible for its obligations hereunder.
Copies of information or access will be provided to Certificateholders and each
Certificate Owner providing satisfactory evidence of ownership of Certificates
or beneficial ownership of a Certificate, as the case may be. Copies (or
computer diskettes or other digital or electronic copies of such information if
reasonably available in lieu of paper copies) of any and all of the foregoing
items shall be made available by the Master Servicer upon request; provided,
however, that the Master Servicer shall be permitted to require payment by the
requesting party (other than the Depositor, the Trustee, the Paying Agent, the
Special Servicer, any Placement Agent, any Underwriter, or any Rating Agency) of
a sum sufficient to cover the reasonable expenses actually incurred by the
Master Servicer of providing access or copies (including electronic or digital
copies) of any such information requested in accordance with the preceding
sentence.

         (c) Nothing herein shall be deemed to require the Master Servicer to
confirm, represent or warrant the accuracy of (or to be liable or responsible
for) any other Person's



                                     -158-
<PAGE>

information or report. Notwithstanding the above, the Master Servicer shall not
have any liability to the Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Special Servicer, the 2000-WF2 Servicer, the 2000-WF2 Special
Servicer, any Certificateholder, any Certificate Owner, any Placement Agent, any
Underwriter, any Rating Agency or any other Person to whom it delivers
information pursuant to this Section 8.15 or any other provision of this
Agreement for federal, state or other applicable securities law violations
relating to the disclosure of such information. In the event any Person brings
any claims relating to or arising from the foregoing against the Master Servicer
(or any employee, attorney, officer, director or agent thereof), the Trust (from
amounts held in any account or otherwise) shall hold harmless and indemnify the
Master Servicer from any loss or expense (including attorney fees) relating to
or arising from such claims.

         (d) The Master Servicer shall produce the reports required of it under
this Agreement; provided, however, that the Master Servicer shall not be
required to produce any ad hoc non-standard written reports with respect to such
Mortgage Loans. In the event the Master Servicer elects to provide such
non-standard reports, it may require the Person requesting such report (other
than a Rating Agency) to pay a reasonable fee to cover the costs of the
preparation thereof. Notwithstanding anything to the contrary herein, as a
condition to the Master Servicer making any report or information available upon
request to any Person other than the parties hereto, the Master Servicer may
require that the recipient of such information acknowledge that the Master
Servicer may contemporaneously provide such information to the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer, the Primary
Servicers, the Sellers, any Placement Agent, any Underwriter, any Rating Agency
and/or the Certificateholders or Certificate Owners. Any transmittal of
information by the Master Servicer to any Person other than the Trustee, the
Paying Agent, the Master Servicer, the Special Servicer, the Rating Agencies,
the Operating Adviser or the Depositor may be accompanied by a letter from the
Master Servicer containing the following provision:

         "By receiving the information set forth herein, you hereby acknowledge
and agree that the United States securities laws restrict any person who
possesses material, non-public information regarding the Trust which issued
Morgan Stanley Dean Witter Capital I Inc, Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP1 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 purpose of, and such information may be used only
in connection with, evaluation by you or another Certificateholder, Certificate
Owner or prospective purchaser of such Certificates or beneficial interest
therein."

         (e) The Master Servicer may, at its discretion, make available by
electronic media and bulletin board service certain information and may make
available by electronic media or bulletin board service (in addition to making
such information available as provided herein) any reports or information
required by this Agreement that the Master Servicer is required to provide to
any of the Rating Agencies, the Depositor and anyone the Depositor reasonably
designates.



                                     -159-
<PAGE>

         (f) The Master Servicer shall cooperate in providing the Rating
Agencies with such other pertinent information relating to the Mortgage Loans as
is or should be in their respective possession as the Rating Agencies may
reasonably request.

         SECTION 8.16 RULE 144A INFORMATION. For as long as any of the
Certificates are "restricted securities" within the meaning of Rule 144A under
the Securities Act, the Master Servicer agrees to provide to the Paying Agent
for delivery to any Holder thereof, any Certificate Owner therein and to any
prospective purchaser of the Certificates or beneficial interest therein
reasonably designated by the Paying Agent upon the request of such
Certificateholder, such Certificate Owner or the Paying Agent, subject to this
Section 8.16 and the provisions of Section 8.15, any information prepared by the
Master Servicer that is required to be provided to such holder or prospective
purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the
Securities Act, including, without limitation, copies of the reports and
information described in Sections 8.15(a) and (b).

         Any recipient of information provided pursuant to this Section 8.16
shall agree that such information shall not be disclosed or used for any purpose
other than the evaluation of the Certificates by such Person and the Master
Servicer shall be permitted to use the letter referred to in Section 8.15(d).
Unless the Master Servicer chooses to deliver the information directly, the
Depositor, the Placement Agents, the Underwriters or the Paying Agent shall be
responsible for the physical delivery of the information requested pursuant to
this Section 8.16. As a condition to the Master Servicer making any report or
information available upon request to any Person other than the parties hereto,
the Master Servicer may require that the recipient of such information
acknowledge that the Master Servicer may contemporaneously provide such
information to the Depositor, the Trustee, the Paying Agent, the Placement
Agents, the Underwriters, any Rating Agency and/or the Certificateholders and
Certificate Owners. The Master Servicer will be permitted to require payment of
a sum to be paid by the requesting party (other than the Rating Agencies, the
Trustee, the Paying Agent, the Placement Agents or the Underwriters) sufficient
to cover the reasonable costs and expenses of making such information available.

         SECTION 8.17 INSPECTIONS. The Master Servicer shall, at its own
expense, inspect or cause to be inspected each Mortgaged Property other than
Mortgaged Properties related to Specially Serviced Mortgage Loans and the Pari
Passu Loan, every calendar year beginning in 2002, or every second calendar year
beginning in 2002 if the principal balance of the related Mortgage Loan is under
$2 million; provided that the Master Servicer shall, at the expense of the
Trust, inspect or cause to be inspected each Mortgaged Property related to a
Mortgage Loan that has a Debt Service Coverage Ratio that falls below 1.0x. The
Master Servicer shall prepare an Inspection Report relating to each inspection.
The Master Servicer shall promptly forward the applicable Inspection Report to
the Rating Agencies, the Placement Agents, the Underwriters, the Depositor, the
Trustee, the Paying Agent, the Operating Adviser and the Special Servicer. The
Special Servicer shall have the right to inspect or cause to be inspected (at
its own expense) every calendar year any Mortgaged Property related to a
Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided that the
Special Servicer notifies the Master Servicer prior to such inspection.



                                     -160-
<PAGE>

         SECTION 8.18 MODIFICATIONS, WAIVERS, AMENDMENTS, EXTENSIONS AND
CONSENTS.

         Subject to the limitations of Section 12.3 hereof, the Master Servicer
shall have the following powers:

         (a) (i) The Master Servicer in accordance with the Servicing Standard
may agree to any modification, waiver, amendment or consent of or relating to
any term other than a Money Term of a Mortgage Loan that is not a Specially
Serviced Mortgage Loan, provided that such amendment would not result in an
Adverse REMIC Event; and provided, further that if any consent relates to a
release of a letter of credit relating to any Mortgage Loan (other than letters
of credit or portions thereof released upon satisfaction of conditions specified
in the related agreements), then (i) the Master Servicer shall notify the
Special Servicer of any Mortgagor's request to release such letter of credit
which the Master Servicer recommends to release, and (ii) if the terms of the
related Mortgage Loan do not require the Master Servicer to approve such
release, then the Special Servicer shall within five Business Days provide
notice to the Master Servicer on whether the Master Servicer should approve the
release (and the failure of the Special Servicer to give the Master Servicer
such notice shall automatically be deemed to be an approval by the Special
Servicer that the Master Servicer should grant such release). Notwithstanding
the preceding sentence, if the Master Servicer recommends to approve such
modification, waiver, amendment or consent (including, without limitation, any
waiver of any requirement that the Mortgagor post additional reserves or a
letter of credit upon the failure of the Mortgagor to satisfy conditions
specified in the Mortgage Loan documents), the Master Servicer shall provide to
the Special Servicer a copy of the Master Servicer's recommendation and the
relevant information obtained or prepared by the Master Servicer in connection
therewith (A) the Special Servicer shall have the right hereunder to grant or
withhold consent to any such proposed modification, waiver, amendment or
consent, and such consent of the Special Servicer shall not be unreasonably
withheld, consistent with the Servicing Standard, (B) failure of the Special
Servicer to notify the Master Servicer, within five Business Days following the
Master Servicer's delivery of the recommendation described above, of its
determination to grant or withhold such consent shall be deemed to constitute a
grant of such consent and (C) the Master Servicer shall not enter into any such
proposed modification, waiver, amendment or consent unless it has received the
written consent of the Special Servicer or such consent has been deemed to have
been granted as described above. Notwithstanding the foregoing, if a Mortgagor
makes a request under the Mortgage Loan documents which is not a request for a
modification, waiver or amendment but requires the satisfaction of a condition,
term or provision of such documents and which requires, or specifies a standard
of, consent or approval of the applicable holder of the Mortgage, then the
Master Servicer, exercising good faith using the Servicing Standard, shall
determine if such condition, term or provision is material to the request, and
if so, shall refer it to the Special Servicer as provided in clauses(A) - (C)
above and if not, may thereafter handle such consent as otherwise provided and
permitted in this Agreement. In any event, the Master Servicer shall promptly
notify the Special Servicer of any material modification, waiver, amendment or
consent executed by the Master Servicer pursuant to this Section 8.18(a)(i) and
provide to the Special Servicer a copy thereof. Notwithstanding the foregoing
provisions of this Section 8.18, if the Mortgage Loan documents require a
Mortgagor to pay a fee for an assumption, modification, waiver, amendment or
consent that would be due or



                                     -161-
<PAGE>

partially due to the Special Servicer, then the Master Servicer shall not waive
such fee without the Special Servicer's approval.

         If the Mortgagor under the Mortgage Loan identified by Mortgage Loan
Nos. 4-8 on the Mortgage Loan Schedule ("Richfield") requests a release of a
parcel of the mortgaged property in accordance with the terms of such Mortgage
Loan and such release is conditioned upon the form and substance of any
agreement to be satisfactory to the lender in its sole and absolute discretion,
then the Master Servicer or the Special Servicer, as applicable, hereby agrees
to use the Servicing Standard in making such determination. If the Mortgagor
under the Mortgage Loan identified by Mortgage Loan No. 90 on the Mortgage Loan
Schedule ("Klein Portfolio") at any time hereafter exercises its right to
partially prepay its Mortgage Loan upon the exercise by the lessee of its option
to purchase the parcel currently being operated as a post office, the Master
Servicer agrees to condition the release of that parcel upon the payment of the
"make-whole premium" set forth in the Mortgage Loan documents on the amount
prepaid.

         Notwithstanding the foregoing, the Special Servicer acknowledges that
the Master Servicer has delegated certain tasks, rights and obligations to
Primary Servicers with respects to Post Closing Requests (as defined in the
Primary Servicing Agreements) pursuant to Section 8.4 of this Agreement. The
Primary Servicing Agreements classify certain Post Closing Requests as Category
1 Requests (as defined in the Primary Servicing Agreements), in which Primary
Servicer has certain authority to evaluate and process such requests in
accordance with this Agreement, the applicable Primary Servicing Agreement and
applicable Mortgage Loan documents.

         With respect to a Category 1 Request that involves a condition, term or
provision that requires, or specifies a standard of, consent or approval of the
applicable Mortgagee under the Mortgage Loan documents, the Primary Servicing
Agreements provide for Master Servicer's determination of materiality of such
condition, term or provision requiring approval or consent and the referral of
such condition, term or provision to a Special Servicer for consent in
accordance with the terms of the Primary Servicing Agreements upon a
determination of materiality. Special Servicer acknowledges such provisions.
Nothing in this Agreement, however, shall grant the Primary Servicers greater
authority, discretion or delegated rights over Post Closing Requests than are
set forth in the Primary Servicing Agreement.

                  (ii) The Master Servicer may, without the consent of the
Special Servicer, extend the maturity date of any Balloon Mortgage Loan that is
not a Specially Serviced Mortgage Loan to a date that is not more than 60 days
following the original Maturity Date, if in the Master Servicer's sole judgment
exercised in good faith (and evidenced by an Officer's Certificate), a default
in the payment of the Balloon Payment is reasonably foreseeable and such
extension is reasonably likely to produce a greater recovery to the Holders on a
net present value basis than liquidation of such Mortgage Loan and the Mortgagor
has obtained an executed written commitment (subject only to satisfaction of
conditions set forth therein) for refinancing of the Mortgage Loan or purchase
of the related Mortgaged Property. The Master Servicer shall process all such
extensions and shall be entitled to (as additional servicing compensation) 100%
of any extension fees collected from a Mortgagor with respect to any such
extension.



                                     -162-
<PAGE>

         (b) The Master Servicer may require, in its discretion (unless
prohibited or otherwise provided in the Mortgage Loan documents), as a condition
to granting any request by a Mortgagor for any consent, modification, waiver or
amendment, that such Mortgagor pay to the Master Servicer a reasonable and
customary modification fee to the extent permitted by law; provided that the
collection of such fee shall not be permitted if collection of such fee would
cause a "significant modification" (within the meaning of Treasury Regulation
Section 1.860G-2(b) of the Mortgage Loan). The Master Servicer may charge the
Mortgagor for any costs and expenses (including attorneys' fees and Rating
Agency Confirmation fees) incurred by the Master Servicer in connection with any
request for a modification, waiver or amendment. The Master Servicer agrees to
use its best reasonable efforts in accordance with the Servicing Standard to
collect such costs, expenses and fees from the Mortgagor, provided that the
failure or inability of the Mortgagor to pay any such costs and expenses shall
not impair the right of the Master Servicer to cause such costs and expenses
(but not including any modification fee), and interest thereon at the Advance
Rate, to be paid or reimbursed by the Trust as a Servicing Advance (to the
extent not paid by the Mortgagor). If the Master Servicer believes that the
costs and expenses (including attorneys' fees) to be incurred by the Master
Servicer in connection with any request for a modification, waiver or amendment
will result in a payment or reimbursement by the Trust, then the Master Servicer
shall notify the Special Servicer.

         (c) The Master Servicer shall notify the Trustee, the Paying Agent and
the Special Servicer of any modification, waiver or amendment of any term of any
Mortgage Loan permitted by it under this Section and the date thereof, and shall
deliver to the Trustee for deposit in the related Mortgage File, an original
counterpart of the agreement relating to such modification, waiver or amendment,
promptly following the execution thereof except to the extent such documents
have been submitted to the applicable recording office, in which event the
Master Servicer shall promptly deliver copies of such documents to the Trustee.
The Master Servicer shall not agree to any modification, waiver, or amendment of
any Money Term of a Mortgage Loan or any term of a Specially Serviced Mortgage
Loan.

         (d) If the Mortgage Loan documents relating to a Mortgage Loan provide
for certain conditions to be satisfied prior to the Master Servicer releasing
additional collateral for the Mortgage Loan (e.g., the release, reduction or
termination of reserves or letters of credit or the establishment of reserves),
then the Master Servicer shall be permitted to waive any such condition without
obtaining the consent of the Special Servicer, provided that (1) the aggregate
amount of the related releases or establishments is no greater than the smaller
of 10% of the outstanding unpaid principal balance or $75,000 or (2) the
condition to be waived is deemed to be non-material in accordance with the
Servicing Standard. Notwithstanding the foregoing, without the Special
Servicer's consent or except as provided in the specific Mortgage Loan
documents, the Master Servicer shall not waive: (1) a requirement for any such
additional collateral to exist, or (2) a lock box requirement.

         SECTION 8.19 SPECIALLY SERVICED MORTGAGE LOANS.

         (a) The Master Servicer shall send a written notice to the Special
Servicer, the Rating Agencies, the Paying Agent and the Trustee within two
Business Days after becoming aware of a Servicing Transfer Event with respect to
a Mortgage Loan, which notice shall identify the related Mortgage Loan and set
forth in reasonable detail the nature and relevant facts of such



                                     -163-
<PAGE>

Servicing Transfer Event and whether such Mortgage Loan is covered by an
Environmental Insurance Policy (and for purposes of stating whether such
Mortgage Loan is covered by an Environmental Insurance Policy the Master
Servicer may rely on the Mortgage Loan Schedule) and, except for the Rating
Agencies, the Paying Agent and the Trustee, shall be accompanied by a copy of
the Servicer Mortgage File.

         (b) Prior to the transfer of the servicing of any Specially Serviced
Mortgage Loan to the Special Servicer, the Master Servicer shall notify the
related Mortgagor of such transfer in accordance with the Servicing Standard
(the form and substance of such notice shall be reasonably satisfactory to the
Special Servicer).

         (c) Any calculations or reports prepared by the Master Servicer to the
extent they relate to Specially Serviced Mortgage Loans shall be based on
information supplied to the Master Servicer in writing by the Special Servicer
as provided hereby. The Master Servicer shall have no duty to investigate or
confirm the accuracy of any information provided to it by the Special Servicer
and shall have no liability for the inaccuracy of any of its reports due to the
inaccuracy of the information provided by the Special Servicer.

         (d) On or prior to each Distribution Date, the Master Servicer shall
provide to the Special Servicer, in order for the Special Servicer to comply
with its obligations under this Agreement, such information (and in the form and
medium) as the Special Servicer may reasonably request in writing from time to
time, provided that (i) the Master Servicer shall not be required to produce any
ad hoc reports or incur any unusual expense or effort in connection therewith
and (ii) if the Master Servicer elects to provide such ad hoc reports, it may
require the Special Servicer to pay a reasonable fee to cover the costs of the
preparation thereof.

         SECTION 8.20 REPRESENTATIONS, WARRANTIES AND COVENANTS OF
THE MASTER SERVICER.

         (a) The Master Servicer hereby represents and warrants to and covenants
with the Trustee and the Paying Agent, as of the date hereof:

                  (i) the Master Servicer is duly organized, validly existing
and in good standing as a national banking association under the laws of the
United States, and shall be and thereafter remain, in compliance with the laws
of each State in which any Mortgaged Property is located to the extent necessary
to perform its obligations under this Agreement, except where the failure to so
qualify or comply would not adversely affect the Master Servicer's ability to
perform its obligations hereunder in accordance with the terms of this
Agreement;

                  (ii) the Master Servicer has the full power and authority to
execute, deliver, perform, and to enter into and consummate all transactions and
obligations contemplated by this Agreement. The Master Servicer has duly and
validly authorized the execution, delivery and performance of this Agreement and
this Agreement has been duly executed and delivered by the Master Servicer; and
this Agreement, assuming the due authorization, execution and delivery thereof
by the Depositor, the Trustee, the Fiscal Agent, the Paying Agent and the
Special Servicer, evidences the valid and binding obligation of the Master
Servicer enforceable against the Master Servicer in accordance with its terms
subject, as to enforcement of remedies, to



                                     -164-
<PAGE>

applicable bankruptcy, reorganization, insolvency, moratorium, receivership and
other similar laws affecting creditors' rights generally as from time to time in
effect, and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law);

                  (iii) the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the fulfillment of or
compliance with the terms and conditions of this Agreement will not (1) result
in a breach of any term or provision of its charter or by-laws or (2) conflict
with, result in a breach, violation or acceleration of, or result in a default
under, the terms of any other material agreement or instrument to which it is a
party or by which it may be bound, or any law, governmental rule, regulation, or
judgment, decree or order applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it, which
materially and adversely affects its ability to perform its obligations under
this Agreement;

                  (iv) no litigation is pending or, to the Master Servicer's
knowledge, threatened, against it, that would materially and adversely affect
the execution, delivery or enforceability of this Agreement or its ability to
service the Mortgage Loans or to perform any of its other obligations hereunder
in accordance with the terms hereof;

                  (v) no consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and
performance by it of, or compliance by it with, this Agreement, or the
consummation of the transactions contemplated hereby, or if any such consent,
approval, authorization or order is required, it has obtained the same or will
obtain the same prior to the time necessary to perform its obligations under
this Agreement, and, except to the extent in the case of performance, that its
failure to be qualified as a foreign corporation or licensed in one or more
states is not necessary for the performance by it of its obligations hereunder;
and

                  (vi) the performance of the services by the Master Servicer
contemplated by this Agreement are in the ordinary course of business of the
Master Servicer and the Master Servicer possesses all licenses, permits and
other authorizations necessary to perform its duties hereunder.

         (b) It is understood that the representations and warranties set forth
in this Section 8.20 shall survive the execution and delivery of this Agreement.

         (c) Any cause of action against the Master Servicer arising out of the
breach of any representations and warranties made in this Section shall accrue
upon the giving of written notice to the Master Servicer by any of the Trustee
or the Master Servicer. The Master Servicer shall give prompt notice to the
Trustee, the Depositor, the Primary Servicers and the Special Servicer of the
occurrence, or the failure to occur, of any event that, with notice or the



                                     -165-
<PAGE>

passage of time or both, would cause any representation or warranty in this
Section to be untrue or inaccurate in any respect.

         SECTION 8.21 MERGER OR CONSOLIDATION. Any Person into which the Master
Servicer may be merged or consolidated, or any Person resulting from any merger,
conversion, other change in form or consolidation to which the Master Servicer
shall be a party, or any Person succeeding to the business of the Master
Servicer, shall be the successor of the Master Servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that each of the Rating Agencies provides a
Rating Agency Confirmation. If the conditions to the provisions in the foregoing
sentence are not met, the Trustee may terminate the Master Servicer's servicing
of the Mortgage Loans pursuant hereto, such termination to be effected in the
manner set forth in Sections 8.28 and 8.29.

         SECTION 8.22 RESIGNATION OF MASTER SERVICER.

         (a) Except as otherwise provided in Section 8.22(b) hereof, the Master
Servicer shall not resign from the obligations and duties hereby imposed on it
unless it determines that the Master Servicer's duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until a successor servicer designated by
the Trustee, with the consent of the Depositor and the Paying Agent, shall have
assumed the Master Servicer's responsibilities and obligations under this
Agreement and Rating Agency Confirmation shall have been obtained. Notice of
such resignation shall be given promptly by the Master Servicer to the Trustee.

         (b) The Master Servicer may resign from the obligations and duties
imposed on it, upon 30 days notice to the Trustee and the Paying Agent, provided
that (i) a successor servicer (w) is available, (x) has assets of at least
$15,000,000, (y) is willing to assume the obligations, responsibilities, and
covenants to be performed hereunder by the Master Servicer on substantially the
same terms and conditions, and for not more than equivalent compensation to that
herein provided and (z) assumes all obligations under the Primary Servicing
Agreements; (ii) the Master Servicer bears all costs associated with its
resignation and the transfer of servicing; and (iii) Rating Agency Confirmation
is obtained with respect to such servicing transfer, as evidenced by a letter
delivered to the Trustee by each Rating Agency.

         SECTION 8.23 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER. The
Master Servicer shall have the right without the prior written consent of the
Trustee to (A) delegate or subcontract with or authorize or appoint anyone, or
delegate certain duties to other professionals such as attorneys and appraisers,
as an agent of the Master Servicer (as provided in Section 8.4) to perform and
carry out any duties, covenants or obligations to be performed and carried out
by the Master Servicer hereunder or (B) assign and delegate all of its duties
hereunder; provided, however, that with respect to clause (B), (i) the Master
Servicer gives the Depositor, the Special Servicer, the Primary Servicers and
the Trustee notice of such assignment and delegation; (ii) such purchaser or
transferee accepting such assignment and delegation executes and delivers to the
Depositor and the Trustee an agreement accepting such assignment,



                                     -166-
<PAGE>

which contains an assumption by such Person of the rights, powers, duties,
responsibilities, obligations and liabilities of the Master Servicer, with like
effect as if originally named as a party to this Agreement and the Primary
Servicing Agreements; (iii) the purchaser or transferee has assets in excess of
$15,000,000; (iv) such assignment and delegation is the subject of a Rating
Agency Confirmation; and (v) the Depositor consents to such assignment and
delegation, such consent not be unreasonably withheld. In the case of any such
assignment and delegation in accordance with the requirements of subclause (B)
of this Section, the Master Servicer shall be released from its obligations
under this Agreement, except that the Master Servicer shall remain liable for
all liabilities and obligations incurred by it as the Master Servicer hereunder
prior to the satisfaction of the conditions to such assignment set forth in the
preceding sentence. Notwithstanding the above, the Master Servicer may appoint
the Primary Servicers and Sub-Servicers in accordance with Section 8.4 hereof.

         SECTION 8.24 LIMITATION ON LIABILITY OF THE MASTER SERVICER AND OTHERS.

         (a) Neither the Master Servicer nor any of the directors, officers,
employees or agents of the Master Servicer shall be under any liability to the
holders of the Certificates, the Depositor, the Trustee, the Fiscal Agent, the
Paying Agent, the Placement Agents, the Underwriters or the Special Servicer for
any action taken or for refraining from the taking of any action in good faith,
or using reasonable business judgment, consistent with the Servicing Standard;
provided that this provision shall not protect the Master Servicer or any such
person against any breach of a representation or warranty contained herein or
any liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in its performance of duties under the Agreement or by
reason of negligent disregard of obligations and duties hereunder. The Master
Servicer and any director, officer, employee or agent of the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person (including, without limitation, the Special Servicer)
respecting any matters arising hereunder. The Master Servicer shall not be under
any obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Mortgage Loans in accordance with this
Agreement; provided that the Master Servicer may in its sole discretion
undertake any such action which it may reasonably deem necessary or desirable in
order to protect the interests of the Certificateholders and the Trustee in the
Mortgage Loans (subject to the Special Servicer's servicing of Specially
Serviced Mortgage Loans as contemplated herein), or shall undertake any such
action if instructed to do so by the Trustee. In such event, all legal expenses
and costs of such action shall be expenses and costs of the Trust, and the
Master Servicer shall be entitled to be reimbursed therefor as Servicing
Advances as provided by Section 5.2, subject to the provisions of Section 4.4
hereof.

         (b) In addition, the Master Servicer shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to the Master Servicer and conforming to the requirements of
this Agreement. Subject to the Servicing Standard, the Master Servicer shall
have the right to rely on information provided to it by the Special Servicer and
Mortgagors, and will have no duty to investigate or verify the accuracy thereof.
Neither the Master Servicer, nor any director, officer, employee, agent or
Affiliate, shall be personally liable for any error of judgement made in good
faith by any officer, unless it shall be proved that the



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Master Servicer or such officer was negligent in ascertaining the pertinent
facts. Neither the Master Servicer nor any director, officer, employee, agent or
Affiliate, shall be personally liable for any action taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Agreement.

         (c) The Master Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the Special Servicer, the Paying Agent, Trustee or the Fiscal Agent
in this Agreement. The Trust shall indemnify and hold harmless the Master
Servicer from any and all claims, liabilities, costs, charges, fees or other
expenses which relate to or arise from any such breach of representation,
warranty or covenant to the extent the Master Servicer is unable to recover such
amounts from the Person in breach.

         (d) Except as otherwise specifically provided herein:

                  (i) the Master Servicer may rely, and shall be protected in
acting or refraining from acting upon, any resolution, officer's certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, financial statement,
agreement, appraisal, bond or other document (in electronic or paper format)
reasonably believed or in good faith believed by it to be genuine and to have
been signed or presented by the proper party or parties;

                  (ii) the Master Servicer may consult with counsel, and any
written advice or Opinion of Counsel shall be full and complete authorization
and protection with respect to any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of
Counsel;

                  (iii) the Master Servicer shall not be personally liable for
any action taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion, rights or powers conferred upon it by
this Agreement; and

                  (iv) the Master Servicer, in preparing any reports hereunder,
may rely, and shall be protected in acting or refraining from acting upon any
information (financial or other), statement, certificate, document, agreement,
covenant, notice, request or other paper reasonably believed by it to be genuine
and provided by any Mortgagor or manager of a Mortgaged Property.

         (e) The Master Servicer and any director, officer, employee or agent of
the Master Servicer shall be indemnified by the Trustee, the Fiscal Agent, the
Paying Agent and the Special Servicer, as the case may be, and held harmless
against any loss, liability or expense including reasonable attorneys' fees
incurred in connection with any legal action relating to the Trustee's, Fiscal
Agent's, the Paying Agent's or the Special Servicer's, as the case may be,
respective willful misfeasance, bad faith or negligence in the performance of
its respective duties hereunder or by reason of negligent disregard of its
respective duties hereunder, other than any



                                     -168-
<PAGE>

loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of any of the Master Servicer's duties
hereunder or by reason of negligent disregard of the Master Servicer's
obligations and duties hereunder. The Master Servicer shall immediately notify
the Trustee, the Paying Agent and the Special Servicer if a claim is made by a
third party with respect to this Agreement or the Mortgage Loans entitling the
Master Servicer to indemnification hereunder, whereupon the Trustee, the Paying
Agent, or the Special Serivicer, in each case, to the extent the claim is
related to its respective willful misfeasance, bad faith or negligence, may
assume the defense of any such claim (with counsel reasonably satisfactory to
the Master Servicer) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to
so notify the Trustee, the Paying Agent and the Special Servicer shall not
affect any rights that the Master Servicer may have to indemnification under
this Agreement or otherwise, unless the Trustee's, the Paying Agent's or the
Special Servicer's defense of such claim is materially prejudiced thereby. Such
indemnity shall survive the termination of this Agreement or the resignation or
removal of the Master Servicer hereunder. Any payment hereunder made by the
Trustee, the Paying Agent, the Fiscal Agent or the Special Servicer pursuant to
this paragraph to the Master Servicer shall be paid from the Trustee's, the
Paying Agent's, Fiscal Agent's or Special Servicer's own funds, without
reimbursement from the Trust therefor except to the extent achieved through
subrogation as provided in this Agreement. Any expenses incurred or
indemnification payments made by the Trustee, the Paying Agent, the Fiscal Agent
or the Special Servicer shall be reimbursed by the party so paid, if a court of
competent jurisdiction makes a final judgment that the conduct of the Trustee,
the Paying Agent, the Fiscal Agent or the Special Servicer, as the case may be
was not culpable or found to have acted with willful misfeasance, bad faith or
negligence.

         SECTION 8.25 INDEMNIFICATION; THIRD-PARTY CLAIMS.

         (a) The Master Servicer and any director, officer, employee or agent of
the Master Servicer shall be indemnified by the Trust and held harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with any legal action relating to this Agreement, any
Mortgage Loans, any REO Property or the Certificates or any exercise of any
right under this Agreement reasonably requiring the use of counsel or the
incurring of expenses other than any loss, liability or expense incurred by
reason of the Master Servicer's willful misfeasance, bad faith or negligence in
the performance of duties hereunder. The Master Servicer shall assume the
defense of any such claim (with counsel reasonably satisfactory to the Master
Servicer) and out of the Trust pay all expenses in connection therewith,
including counsel fees, and out of the Trust promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of
such claim. The indemnification provided herein shall survive the termination of
this Agreement. The Trustee, the Paying Agent or the Master Servicer shall
promptly make from the Certificate Account any payments certified by the Master
Servicer to the Trustee and the Paying Agent as required to be made to the
Master Servicer pursuant to this Section 8.25.

         (b) The Master Servicer agrees to indemnify the Trustee, the Fiscal
Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any
director, officer, employee, agent or Controlling Person thereof, and hold them
harmless against any and all claims, losses,



                                     -169-
<PAGE>

penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, liabilities, fees and expenses that the Trustee, the Fiscal Agent,
the Special Servicer, the Depositor, the Paying Agent and the Trust may sustain
arising from or as a result of the willful misfeasance, bad faith or negligence
in the performance of any of the Master Servicer's duties hereunder or by reason
of negligent disregard of the Master Servicer's obligations and duties hereunder
(including a breach of such obligations a substantial motive of which is to
obtain an economic advantage from being released from such obligations), and if
in any such situation the Master Servicer is replaced, the parties hereto agree
that the amount of such claims, losses, penalties, fines, legal fees and related
costs, judgments, and other costs, liabilities, fees and expenses shall at least
equal the incremental costs, if any, of retaining a successor servicer. The
Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the
Depositor, as applicable, shall immediately notify the Master Servicer if a
claim is made by any Person with respect to this Agreement or the Mortgage Loans
entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer,
the Paying Agent or the Trust to indemnification under this Section 8.25(b),
whereupon the Master Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special
Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Master Servicer shall not
affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the
Depositor, the Paying Agent or the Trust may have to indemnification under this
Agreement or otherwise, unless the Master Servicer's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the resignation or termination of the
Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and
the Trustee. Any expenses incurred or indemnification payments made by the
Master Servicer shall be reimbursed by the party so paid, if a court of
competent jurisdiction makes a final, non-appealable judgment that the conduct
of the Master Servicer was not culpable or that the Master Servicer did not act
with willful misfeasance, bad faith or negligence.

         (c) Each Primary Servicer and any director, officer, employee or agent
thereof shall be indemnified by the Trust and held harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action relating to this Agreement, its related Primary
Servicing Agreement (but only if, and to the extent that, the Master Servicer
would have been entitled to indemnification therefor under this Agreement if it
were directly servicing the Mortgage Loan), any Mortgage Loans, any REO Property
or the Certificates or any exercise of any right under this Agreement or its
related Primary Servicing Agreement (limited as set forth above) reasonably
requiring the use of counsel or the incurring of expenses other than any loss,
liability or expense incurred by reason of a Primary Servicer's willful
misfeasance, bad faith or negligence in the performance of duties thereunder.
The applicable Primary Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the applicable Primary Servicer) and out of
the Trust pay all expenses in connection therewith, including counsel fees, and
out of the Trust promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. The
indemnification provided herein shall survive the termination of this Agreement
and the Primary Servicing Agreement. The Trustee, the Paying Agent or the Master
Servicer shall promptly make from the Certificate



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<PAGE>

Account any payments certified by a Primary Servicer to the Trustee and the
Paying Agent as required to be made to such Primary Servicer pursuant to this
Section 8.25.

         (d) Each Primary Servicer agrees to indemnify the Trustee, the Fiscal
Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent, and any
director, officer, employee, agent or Controlling Person thereof, and hold them
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that the Trustee, the Fiscal Agent, the Special Servicer, the
Depositor, the Paying Agent and the Trust may sustain arising from or as a
result of the willful misfeasance, bad faith or negligence in the performance of
any of the applicable Primary Servicer's duties under this Agreement, its
related Primary Servicing Agreement or by reason of negligent disregard of the
applicable Primary Servicer's obligations and duties thereunder (including a
breach of such obligations a substantial motive of which is to obtain an
economic advantage from being released from such obligations), and if in any
such situation the applicable Primary Servicer is replaced, the parties hereto
agree that the amount of such claims, losses, penalties, fines, legal fees and
related costs, judgments, and other costs, liabilities, fees and expenses shall
at least equal the incremental costs, if any, of retaining a successor primary
servicer. The Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent
or the Depositor, as applicable, shall immediately notify the applicable Primary
Servicer if a claim is made by any Person with respect to this Agreement, the
related Primary Servicing Agreement or the Mortgage Loans entitling the Trustee,
the Fiscal Agent, the Depositor, the Special Servicer, the Paying Agent or the
Trust to indemnification under this Section 8.25(d), whereupon the applicable
Primary Servicer shall assume the defense of any such claim (with counsel
reasonably satisfactory to the Trustee, the Fiscal Agent, the Special Servicer,
the Paying Agent or the Depositor, as applicable) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the applicable Primary Servicer
shall not affect any rights the Trustee, the Fiscal Agent, the Special Servicer,
the Depositor, the Paying Agent or the Trust may have to indemnification under
this Agreement, the related Primary Servicing Agreement or otherwise, unless the
Primary Servicer's defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement
and the Primary Servicing Agreement and the resignation or termination of the
Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and
the Trustee. Any expenses incurred or indemnification payments made by a Primary
Servicer shall be reimbursed by the party so paid, if a court of competent
jurisdiction makes a final, non-appealable judgment that the conduct of such
Primary Servicer was not culpable or that such Primary Servicer did not act with
willful misfeasance, bad faith or negligence.

         (e) The 2000-WF2 Servicer and any director, officer, employee or agent
of the 2000-WF2 Servicer shall be indemnified by the Trust and held harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments and any other costs, liabilities, fees and expenses
(collectively, "Losses") incurred in connection with any legal action relating
to the 2000-WF2 Pooling and Servicing Agreement and this Agreement, and relating
to the Pari Passu Loan (but excluding any such Losses allocable to the 2000-WF2
Trust Fund Mortgage Loan), reasonably requiring the use of counsel or the
incurring of expenses other than any Losses incurred by reason of the 2000-WF2
Servicer's willful misfeasance, bad faith or



                                     -171-
<PAGE>

negligence in the performance of its duties under the 2000-WF2 Pooling and
Servicing Agreement.

         SECTION 8.26 EXCHANGE ACT REPORTING. The Master Servicer, the Special
Servicer, the Paying Agent, the Trustee and the Fiscal Agent shall reasonably
cooperate with the Depositor in connection with the Depositor's satisfying the
reporting requirements in respect of the Trust under the Exchange Act. The
Paying Agent shall prepare and file on behalf of the Depositor periodic reports
with respect to the Trust as required by the Exchange Act and the Rules and
Regulations of the Securities and Exchange Commission thereunder; provided that
such items shall have been received by the Paying Agent (to the extent not
generated by the Paying Agent) in the format required for electronic filing via
the EDGAR system (including ASCII, Word and Excel); and provided, further, that
any such items that are required to be delivered by the Master Servicer, the
Special Servicer, the Depositor or any other Person to the Paying Agent shall be
so delivered in the format required for electronic filing via the EDGAR system
(in addition to any other required format). The Paying Agent shall have no
responsibility to file any such items that have not been received in such
EDGAR-compatible format nor shall it have any responsibility to convert any
items to such format. The Depositor shall seek from the Securities and Exchange
Commission a no-action letter or other exemptive relief relating to reduced
reporting requirements in respect of the Trust under the Exchange Act and shall
provide a copy of any such documents to the Paying Agent and the Paying Agent
shall, in accordance with and to the extent permitted by applicable law, file a
Form 15 relating to the automatic termination of reporting in respect of the
Trust under the Exchange Act.

         SECTION 8.27 COMPLIANCE WITH REMIC PROVISIONS. The Master Servicer
shall act in accordance with this Agreement and the REMIC Provisions and related
provisions of the Code in order to create or maintain the status of the four
REMICs as REMICs under the Code. The Master Servicer shall take no action or
cause any REMIC to take any action that could (i) endanger the status of any
REMIC as a REMIC under the Code or (ii) result in the imposition of a tax upon
any REMIC (including, but not limited to, the tax on prohibited transactions as
defined in Code Section 860F(a)(2) or on prohibited contributions pursuant to
Section 860G(d)) unless the Trustee shall have received a Nondisqualification
Opinion (at the expense of the party seeking to take such action) to the effect
that the contemplated action will not endanger such status or result in the
imposition of such tax. The Master Servicer shall comply with the provisions of
Article XII hereof.

         SECTION 8.28 TERMINATION.

         (a) The obligations and responsibilities of the Master Servicer created
hereby (other than the obligation of the Master Servicer to make payments to the
Paying Agent as set forth in Section 8.29 and the obligations of the Master
Servicer to the Trustee, the Paying Agent, Fiscal Agent, the Special Servicer
and the Trust) shall terminate (i) on the date which is the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining
outstanding (and final distribution to the Certificateholders) or (B) the
disposition of all REO Property (and final distribution to the
Certificateholders), (ii) if an Event of Default described in clauses
8.28(b)(iii), (iv), (v) or (vi) has occurred, 60 days following the date on
which the Trustee or Depositor gives written notice to the Master Servicer that
the Master Servicer is terminated or



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<PAGE>

(iii) if an Event of Default described in clauses 8.28(b)(i), (ii), (vii),
(viii), (ix) or (x) has occurred, immediately upon the date on which the Trustee
or the Depositor gives written notice to the Master Servicer that the Master
Servicer is terminated. After any Event of Default, the Trustee (i) may elect to
terminate the Master Servicer by providing such notice, and (ii) shall provide
such notice if holders of Certificates representing more than 25% of the
Aggregate Certificate Balance of all Certificates so direct the Trustee.

         (b) "Event of Default," wherever used herein, means any one of the
following events:

                  (i) any failure by the Master Servicer to remit to the Paying
Agent or otherwise make any payment required to be remitted by the Master
Servicer under the terms of this Agreement, including any required Advances; or

                  (ii) any failure by the Master Servicer to make a required
deposit to the Certificate Account which continues unremedied for one Business
Day following the date on which such deposit was first required to be made; or

                  (iii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the duties, covenants or
agreements on the part of the Master Servicer contained in this Agreement which
continues unremedied for a period of 30 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Master Servicer by the Depositor or the Trustee; provided, however, that
if the Master Servicer certifies to the Trustee and the Depositor that the
Master Servicer is in good faith attempting to remedy such failure, such cure
period will be extended to the extent necessary to permit the Master Servicer to
cure such failure; provided, further that such cure period may not exceed 90
days; or

                  (iv) any breach of the representations and warranties
contained in Section 8.20 hereof that materially and adversely affects the
interest of any holder of any Class of Certificates and that continues
unremedied for a period of 30 days after the date on which notice of such
breach, requiring the same to be remedied, shall have been given to the Master
Servicer by the Depositor or the Trustee, provided, however, that if the Master
Servicer certifies to the Trustee and the Depositor that the Master Servicer is
in good faith attempting to remedy such breach, such cure period will be
extended to the extent necessary to permit the Master Servicer to cure such
breach; provided, further that such cure period may not exceed 90 days; or

                  (v) the Trustee shall receive notice from Fitch to the effect
that the continuation of the Master Servicer in such capacity would result in
the downgrade, qualification or withdrawal of any rating then assigned by Fitch
to any Class of Certificates; or

                  (vi) the Master Servicer has been downgraded to a servicer
rating level below CMS3 (or its then equivalent) by Fitch; or



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<PAGE>

                  (vii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law for the
appointment of a conservator, receiver, liquidator, trustee or similar official
in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged or unstayed for a period of 60
days; or

                  (viii) the Master Servicer shall consent to the appointment of
a conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Master Servicer or of
or relating to all or substantially all of its property; or

                  (ix) the Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute, make an
assignment for the benefit of its creditors, voluntarily suspend payment of its
obligations, or take any corporate action in furtherance of the foregoing; or

                  (x) the Master Servicer is removed from S&P's approved master
servicer list and the ratings then assigned by S&P to any classes of
certificates are downgraded, qualified or withdrawn (including, without
limitation, being placed on "negative credit watch") in connection with such
removal.

         (c) Notwithstanding the foregoing, if the Event of Default of the
Master Servicer occurs primarily by reason of the occurrence of a "Primary
Servicing Default" (as hereinafter defined) and the Trustee (or the Trustee at
the direction of the Certificateholders pursuant to Section 8.28 hereof) elects
to terminate the Master Servicer, then Wells Fargo Bank, National Association
shall have the right to elect that the successor Master Servicer, upon its
succession, enter into a primary servicing agreement with Wells Fargo Bank,
National Association with respect to all Mortgage Loans as to which that Primary
Servicing Default occurred, so long as the initial Master Servicer is on the
approved list of commercial mortgage loan servicers maintained by S&P, and such
agreement shall be substantially in the form of Exhibit G hereto (but as if
Wells Fargo Bank, National Association were the Primary Servicer thereunder and
with applicable servicing fees and excess fees as specified on the Mortgage Loan
Schedule); and thereupon Wells Fargo Bank, National Association shall be deemed
to have been granted the rights and deemed to have assumed the obligations
granted to or imposed on "Primary Servicers" hereunder as to such Mortgage Loans
(and under such Primary Servicing Agreement). For purposes of the preceding
sentence, a "Primary Servicing Default" means an "event of default" of the
related Primary Servicer under the related Primary Servicing Agreement of either
Principal Capital Management, LLC or JHREF. If the Master Servicer is terminated
based upon an Event of Default set forth in clause (i) (as to the obligation to
make P&I Advances), (v), (vi) or (x) of Section 8.28(b), then the Master
Servicer shall have the right to enter into a primary servicing agreement with
the successor Master Servicer with respect to all



                                     -174-
<PAGE>

Mortgage Loans that are not then subject to a Primary Servicing Agreement, so
long as the terminated Master Servicer is on the approved list of commercial
mortgage loan servicers maintained by S&P and Fitch.

         SECTION 8.29 PROCEDURE UPON TERMINATION.

         (a) Notice of any termination pursuant to clause (i) of Section
8.28(a), specifying the Master Servicer Remittance Date upon which the final
transfer by the Master Servicer to the Paying Agent shall be made, shall be
given promptly in writing by the Master Servicer to the Paying Agent no later
than the later of (i) five Business Days after the final payment or other
liquidation of the last Mortgage Loan or (ii) the sixth day of the month of such
final distribution. Upon any such termination, the duties of the Master Servicer
(other than the obligation of the Master Servicer to pay to the Paying Agent the
amounts remaining in the Certificate Account as set forth below and the
obligations of the Master Servicer to the Trustee and the Trust and the Fiscal
Agent as provided herein) shall terminate and the Master Servicer shall transfer
to the Paying Agent the amounts remaining in the Certificate Account after
making the withdrawals permitted to be made pursuant to Section 5.2 and shall
thereafter terminate the Certificate Account and any other account or fund
maintained with respect to the Mortgage Loans.

         (b) On the date specified in a written notice of termination given to
the Master Servicer pursuant to clause (ii) of Section 8.28(a), or on the date
on which a written notice of termination is given to the Master Servicer
pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of
the Master Servicer under this Agreement, whether with respect to the Mortgage
Loans or otherwise, shall terminate (except for any rights relating to unpaid
servicing compensation or unreimbursed Advances or, if the terminated Master
Servicer is Wells Fargo Bank, National Association, its rights to the Excess
Servicing Fee); provided that in no event shall the termination of the Master
Servicer be effective until a successor servicer shall have succeeded the Master
Servicer as successor servicer, notified the Master Servicer of such designation
and such successor servicer shall have assumed the Master Servicer's obligations
and responsibilities hereunder and under the Primary Servicing Agreements, as
set forth in an agreement substantially in the form hereof, with respect to the
Mortgage Loans and, in the circumstances set forth in the last sentence of
Section 8.28(c), entered into a new primary servicing agreement with the
predecessor Master Servicer in substantially the same form as Exhibit AA
attached hereto. Except as provided in the next sentence, the Trustee may not
succeed the Master Servicer as servicer until and unless it has satisfied the
provisions that would apply to a Person succeeding to the business of the Master
Servicer pursuant to Section 8.22(b) hereof. Notwithstanding the foregoing
sentence, in the event that the Master Servicer is terminated as a result of an
event described in Section 8.28(b)(vii), 8.28(b)(viii) or 8.28(b)(ix), the
Trustee shall act as successor servicer immediately upon delivery of a notice of
termination to the Master Servicer and shall use commercially reasonable efforts
within 90 days of assuming the duties of the Master Servicer, either to satisfy
the conditions of Section 8.22(b) hereof or to transfer the duties of the Master
Servicer to a successor servicer who has satisfied such conditions. The Trustee
is hereby authorized and empowered to execute and deliver, on behalf of the
Master Servicer, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or



                                     -175-
<PAGE>

assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trustee, the Paying Agent and the Fiscal
Agent in effecting the termination of the Master Servicer's responsibilities and
rights hereunder as Master Servicer including, without limitation, notifying
Mortgagors of the assignment of the servicing function and providing the Trustee
all documents and records in electronic or other form reasonably requested by it
to enable the successor servicer designated by the Trustee to assume the Master
Servicer's functions hereunder and to effect the transfer to such successor for
administration by it of all amounts which shall at the time be or should have
been deposited by the Master Servicer in the Certificate Account and any other
account or fund maintained or thereafter received with respect to the Mortgage
Loans.

         (c) If the Master Servicer receives a written notice of termination
pursuant to clause (ii) of Section 8.28(a) relating solely to an Event of
Default set forth in clause (v) or (vi) of Section 8.28(b), and if the Master
Servicer provides the Trustee with the appropriate "request for proposal"
materials within five Business Days after receipt of such written notice of
termination, then the Trustee shall promptly thereafter (using such "request for
proposal" materials provided by the Master Servicer) solicit good faith bids for
the rights to service the Mortgage Loans under this Agreement from at least
three but no more than five Qualified Bidders or, if three Qualified Bidders
cannot be located, then from as many persons as the Trustee can determine are
Qualified Bidders. At the Trustee's request, the Master Servicer shall supply
the Trustee with the names of Persons from whom to solicit such bids. In no
event shall the Trustee be responsible if less than three Qualified Bidders
submit bids for the right to service the Mortgage Loans under this Agreement.

         (d) Each bid proposal shall require any Successful Bidder, as a
condition of its bid, to enter into this Agreement as successor Master Servicer,
and to agree to be bound by the terms hereof and the terms of the Primary
Servicing Agreements, not later than 30 days after termination of the Master
Servicer hereunder. The Trustee shall select the Qualified Bidder with the
highest cash bid (or such other Qualified Bidder as the Master Servicer may
direct) (the "Successful Bidder") to act as successor Master Servicer hereunder.
The Trustee shall direct the Successful Bidder to enter into this Agreement as
successor Master Servicer pursuant to the terms hereof, and in connection
therewith to deliver the amount of the Successful Bidder's cash bid to the
Trustee by wire transfer of immediately available funds to an account specified
by the Trustee no later than 10:00 a.m. New York City time on the date specified
for the assignment and assumption of the servicing rights hereunder.

         (e) Upon the assignment and acceptance of the servicing rights
hereunder to and by the Successful Bidder and receipt of such cash bid, the
Trustee shall remit or cause to be remitted to the terminated Master Servicer
the amount of such cash bid received from the Successful Bidder (net of all
out-of-pocket expenses incurred in connection with obtaining such bid and
transferring servicing) by wire transfer of immediately available funds to an
account specified by the terminated Master Servicer no later than 1:00 p.m. New
York City time on the date specified for the assignment and assumption of the
servicing rights hereunder.

         (f) If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within 30 days after the termination of the Master
Servicer hereunder or no Successful Bidder was identified within such 30-day
period, the Trustee shall have no further



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obligations under Section 8.29(c) and may act or may select another successor to
act as Master Servicer hereunder in accordance with Section 8.29(b).

         (g) Notwithstanding anything to the contrary in this Section 8.29, the
successor master servicer must assume all of the obligations of the terminated
Master Servicer under the Primary Servicing Agreements as a condition precedent
to its becoming Master Servicer hereunder.

         For purposes of the foregoing provisions of Section 8.29(c), the phrase
"rights to service" shall be construed to exclude those servicing rights and
duties as to which Wells Fargo Bank, National Association has made an election
for the execution of a primary servicing agreement as contemplated by Section
8.28(c).

                                   ARTICLE IX

          ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE
                           LOANS BY SPECIAL SERVICER

         SECTION 9.1 DUTIES OF SPECIAL SERVICER.

         (a) For and on behalf of the Certificateholders and the Trustee, the
Special Servicer shall service the Specially Serviced Mortgage Loans and manage
the related REO Properties in accordance with the provisions of this Agreement
and the Servicing Standard (subject to the servicing of the Pari Passu Loan by
the 2000-WF2 Servicer and the 2000-WF2 Special Servicer in accordance with the
2000-WF2 Pooling and Servicing Agreement).

         (b) The Special Servicer shall cooperate with the Master Servicer and
provide the Master Servicer with the information reasonably requested by the
Master Servicer, in writing, to the extent required to allow the Master Servicer
to perform its servicing obligations with respect to the Specially Serviced
Mortgage Loans hereunder; provided, however, that (i) the Special Servicer shall
not be required to produce any ad hoc reports or incur any unusual expense or
effort in connection therewith and (ii) if the Special Servicer elects to
provide such ad hoc reports, the Special Servicer may require the Master
Servicer to pay a reasonable fee to cover the costs of the preparation thereof.
The Special Servicer's obligations with respect to the servicing of any
Specially Serviced Mortgage Loan and any related REO Properties shall terminate
when such Specially Serviced Mortgage Loan has become a Rehabilitated Mortgage
Loan, unless and until another Servicing Transfer Event with respect to such
Rehabilitated Mortgage Loan occurs.

         (c) The Special Servicer shall send a written notice to the Master
Servicer and the Paying Agent within two Business Days after becoming aware that
a Mortgage Loan has become a Rehabilitated Mortgage Loan, which notice shall
identify the applicable Mortgage Loan. Upon the receipt of such notice by the
Master Servicer and the Paying Agent, such Mortgage Loan shall become a
Rehabilitated Mortgage Loan and will be serviced by the Master Servicer.



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<PAGE>

         (d) Upon the occurrence of a Servicing Transfer Event with respect to a
Mortgage Loan and upon the reasonable request of the Special Servicer, the
Master Servicer shall mark its records for such Mortgage Loan to cause any
monthly statements for amounts due on such Mortgage Loan to be sent thereafter
to the Special Servicer rather than the related Mortgagor. Upon receipt of any
such monthly statement, the Special Servicer shall, within two Business Days,
advise the Master Servicer of any changes to be made, and return the monthly
statement to the Master Servicer. The Master Servicer shall thereafter promptly
send the corrected monthly statement to the Mortgagor. If a Mortgage Loan
becomes a Rehabilitated Mortgage Loan, the Master Servicer shall send the
monthly statement to the Mortgagor as it did before such Mortgage Loan became a
Specially Serviced Mortgage Loan.

         (e) All amounts collected by the Master Servicer with respect to a
Specially Serviced Mortgage Loan (other than a Mortgage Loan that has become an
REO Property) shall be deposited in the Certificate Account. The Master Servicer
shall within three Business Days after receipt of any such payment, notify the
Special Servicer of the receipt of such payment and the amount thereof. The
Special Servicer shall, within one Business Day thereafter, instruct the Master
Servicer in writing how to apply such payment (with the application of such
payments to be made in accordance with the related Mortgage Loan documents or in
accordance with this Agreement, as applicable).

         (f) After the occurrence of any Servicing Transfer Event with respect
to any one or more Mortgage Loans that are the subject of any Environmental
Insurance Policy, (i) the Special Servicer shall monitor the dates by which any
claim must be made or action must be taken under such Environmental Insurance
Policy to achieve the payment of all amounts thereunder to which the Trust is
entitled in the event the Special Servicer has actual knowledge of any event
giving rise to a claim under such Environmental Insurance Policy (an "Insured
Environmental Event") and (ii) if the Special Servicer has actual knowledge of
an Insured Environmental Event with respect to such Mortgage Loan, the Special
Servicer shall take reasonable actions as are in accordance with the Servicing
Standard and the terms and conditions of the related Environmental Insurance
Policy to make a claim thereunder and achieve the payment of all amounts to
which the Trust is entitled thereunder. Any legal fees or other out-of-pocket
costs incurred in accordance with the Servicing Standard in connection with any
such claim shall be paid by, and reimbursable to, the Master Servicer as a
Servicing Advance. All extraordinary expenses (but not ordinary and routine or
anticipated expenses) incurred by the Special Servicer in fulfilling its
obligations under this Section 9.1 shall be paid by the Trust.

         SECTION 9.2 FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY OF
SPECIAL SERVICER. The Special Servicer, at its expense, shall maintain in effect
a Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance Policy.
The Servicer Errors and Omissions Insurance Policy and Servicer Fidelity Bond
shall be issued by a Qualified Insurer (unless the Special Servicer self insures
as provided below) and be in form and amount consistent with the Servicing
Standard. In the event that any such Servicer Errors and Omissions Insurance
Policy or Servicer Fidelity Bond ceases to be in effect, the Special Servicer
shall obtain a comparable replacement policy or bond from an insurer or issuer
meeting the requirements set forth above as of the date of such replacement. So
long as the long-term rating of the Special Servicer is not less than two rating
categories (ignoring pluses or minuses) lower than the highest rating of the
Certificates, but in any event not less than "A" as rated by Fitch and



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"BBB" as rated by S&P, the Special Servicer may self-insure for the Servicer
Fidelity Bond and the Servicer Error and Omissions Insurance Policy.

         SECTION 9.3 SUB-SERVICERS. The Special Servicer shall have the right to
use a Sub-Servicer on the same terms and conditions as those set forth in
Section 8.4 for a Sub-Servicer of the Master Servicer. The Special Servicer
shall notify the Master Servicer and Trustee of the appointment of any
Sub-Servicer of the Special Servicer.

         SECTION 9.4 SPECIAL SERVICER GENERAL POWERS AND DUTIES.

         (a) Subject to the other terms and provisions of this Agreement, the
Special Servicer is hereby authorized and empowered when the Special Servicer
believes it appropriate in accordance with the Servicing Standard, to take any
and all the actions with respect to Specially Serviced Mortgage Loans which the
Master Servicer may perform as set forth in Section 8.3(a), including (i) to
execute and deliver, on behalf of itself or the Trust, any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge and
all other comparable instruments, with respect to the Specially Serviced
Mortgage Loans and with respect to the related REO Properties and (ii) to
effectuate foreclosure or other conversion of the ownership of any REO Property
securing a Mortgage Loan. The Trustee shall execute on the Closing Date a Power
of Attorney in the form of Exhibit S-2 hereto and shall furnish the Special
Servicer from time to time, upon request, with any additional powers of attorney
of the Trust, empowering the Special Servicer to take such actions as it
determines to be reasonably necessary to comply with its servicing,
administrative and management duties hereunder, and the Trustee shall execute
and deliver or cause to be executed and delivered such other documents as a
Special Servicing Officer may request, that are necessary or appropriate to
enable the Special Servicer to service, administer and manage the Specially
Serviced Mortgage Loans and carry out its duties hereunder, in each case as the
Special Servicer determines is in accordance with the Servicing Standard and the
terms of this Agreement; provided, that, prior to initiating any proceedings in
any court of law or equity (but not defending any proceedings in any court of
law or equity) or instituting any proceeding to foreclose on any Mortgaged
Property in the name of the Trust in any state, the Special Servicer shall
notify the Trustee in writing and not institute or initiate any such proceedings
for a period of five Business Days from the date of its delivery of such notice
to the Trustee, unless the Special Servicer reasonably believes that such action
should be taken in less than five Business Days to preserve the property of the
Trust for the benefit of Certificateholders, and the Trustee may within five
Business Days of its receipt of such notice advise the Special Servicer that it
has received an Opinion of Counsel (the cost of which shall be an expense of the
Trust) from an attorney duly licensed to practice law in the state where the
related Mortgaged Property or REO Property is located, that it is likely that
the laws of the state in which said action is to be taken either prohibit such
action if taken in the name of the Trust or that the Trust would be adversely
affected under the "doing business" or tax laws of such state if such action is
taken in its name; provided, further, that the Special Servicer shall not be
liable to the extent that it relies on the advice provided in such Opinion of
Counsel. Upon receipt of any such advice from the Trustee, the Special Servicer
shall take such action in the name of such Person or Persons, in trust for the
Trust, as shall be consistent with the Opinion of Counsel obtained by the
Trustee. Such Person or Persons shall acknowledge in writing that such action is
being taken by the Special Servicer in the name of the Trust. In the performance
of its



                                     -179-
<PAGE>

duties hereunder, the Special Servicer shall be an independent contractor and
shall not, except in those instances where it is, after notice to the Trustee as
provided above, taking action in the name of the Trust, be deemed to be the
agent of the Trust. The Special Servicer shall indemnify the Trustee for any
loss, liability or reasonable expense (including attorneys' fees) incurred by
the Trustee or any director, officer, employee, agent or Controlling Person of
it or its affiliates in connection with any negligent or intentional misuse of
the foregoing powers of attorney furnished to the Special Servicer by the
Trustee. Such indemnification shall survive the resignation or termination of
the Special Servicer hereunder, the resignation or termination of the Trustee
and the termination of this Agreement. The Special Servicer shall not have any
responsibility or liability for any act or omission of the Trustee, the Master
Servicer or the Depositor that is not attributable to the failure of the Special
Servicer to perform its obligations hereunder. The Special Servicer may
conclusively rely on any advice of counsel rendered in a Nondisqualification
Opinion.

         (b) In servicing and administering the Specially Serviced Mortgage
Loans and managing any related REO Properties, the Special Servicer shall employ
procedures consistent with the Servicing Standard. The Special Servicer shall
conduct, or cause to be conducted, inspections, at its own expense, of the
Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times
and in such manner as shall be consistent with the Servicing Standard; provided,
that the Special Servicer shall conduct, or cause to be conducted, inspections
of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at
least once during each twelve-month period that ends on June 30 of any calendar
year (commencing with the twelve-month period ending June 30, 2002); provided
further that the Special Servicer shall, at the expense of the Trust, inspect or
cause to be inspected each Mortgaged Property related to a Mortgage Loan that is
delinquent for sixty (60) days in the payment of any amounts due under such
Mortgage Loan. The Special Servicer shall provide to the Master Servicer and the
Operating Adviser copies of the Inspection Reports relating to such inspections
as soon as practicable after the completion of any inspection.

         (c) Pursuant to the Pari Passu Intercreditor Agreement, the owner of
the Pari Passu Loan has agreed that such owner's rights in, to and under the
Pari Passu Loan are subject to the servicing and all other rights of the
2000-WF2 Servicer and the 2000-WF2 Special Servicer and the 2000-WF2 Servicer
and the 2000-WF2 Special Servicer are authorized and obligated to service and
administer the Pari Passu Loan pursuant to the 2000-WF2 Pooling and Servicing
Agreement. Notwithstanding anything herein to the contrary, the parties hereto
acknowledge and agree that the Special Servicer's obligations and
responsibilities hereunder and the Special Servicer's authority with respect to
the Pari Passu Loan are limited by and subject to the terms of the Pari Passu
Intercreditor Agreement and the rights of the 2000-WF2 Servicer and the 2000-WF2
Special Servicer with respect thereto under the 2000-WF2 Pooling and Servicing
Agreement.

         SECTION 9.5 "DUE-ON-SALE" CLAUSES; ASSIGNMENT AND ASSUMPTION
AGREEMENTS; MODIFICATIONS OF SPECIALLY SERVICED MORTGAGE LOANS;
DUE-ON-ENCUMBRANCE CLAUSES.

         Subject to the limitations of Section 12.3, the Special Servicer shall
have the following duties and rights:



                                     -180-
<PAGE>

         (a) If any Specially Serviced Mortgage Loan contains a provision in the
nature of a "due-on-sale" clause, which by its terms:

                  (i) provides that such Specially Serviced Mortgage Loan shall
(or may at the Mortgagee's option) become due and payable upon the sale or other
transfer of an interest in the related Mortgaged Property, or

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

then, the Special Servicer, on behalf of the Trust, shall, after consultation
with the Operating Adviser and in accordance with the REMIC Provisions, take
such actions as it deems to be in the best economic interest of the Trust in
accordance with the Servicing Standard, and may waive or enforce any due-on-sale
clause contained in the related Mortgage Note or Mortgage; provided, however,
that if the Principal Balance of such Mortgage Loan at such time equals or
exceeds 5% of the Aggregate Certificate Balance or is one of the then current
top 10 loans (by principal balance) in the pool, then prior to waiving the
effect of such provision, the Special Servicer shall obtain Rating Agency
Confirmation regarding such waiver. In connection with the request for such
consent, the Special Servicer shall prepare and deliver to Fitch and S&P a
memorandum outlining its analysis and recommendation in accordance with the
Servicing Standard, together with copies of all relevant documentation. The
Special Servicer shall also prepare and provide Fitch and S&P with such
memorandum and documentation for all transfer, assumption and encumbrance
consents granted for Mortgage Loans below the Review Threshold, but for which
the Special Servicer's decision will be sufficient and a Rating Agency
Confirmation is not required. As to any Mortgage Loan that is not a Specially
Serviced Mortgage Loan and contains a provision in the nature of a "due-on-sale"
clause, the Special Servicer shall have the rights and duties set forth in
Section 8.7(b). The Special Servicer shall be entitled to 100% of all assumption
fees in connection with Specially Serviced Mortgage Loans.

         After notice to the Operating Adviser, the Special Servicer is also
authorized to take or enter into an assignment and assumption agreement from or
with the Person to whom such property has been or is about to be conveyed,
and/or to release the original Mortgagor from liability upon the Specially
Serviced Mortgage Loan and substitute the new Mortgagor as obligor thereon;
provided, that except as otherwise permitted by Section 9.5(c), any such
assignment and assumption or substitution agreement shall contain no terms that
could result in an Adverse REMIC Event. To the extent permitted by law, the
Special Servicer shall enter into an assumption or substitution agreement that
is required under the related Mortgage Loan documents (either as a matter of
right or upon satisfaction of specified conditions) and shall otherwise enter
into any assumption or substitution agreement only if the credit status of the
prospective new mortgagor and the underwriting of the new mortgagor is in
compliance with the Special Servicer's regular commercial mortgage origination
or servicing standards and criteria. The Special Servicer shall notify the
Master Servicer of any such assignment and assumption or substitution agreement
and the Special Servicer shall forward to the Trustee the original of such
agreement, which original shall be added by the Trustee to the related Mortgage
File and shall,



                                     -181-
<PAGE>

for all purposes, be considered a part of such Mortgage File to the same extent
as all other documents and instruments constituting a part thereof.

         (b) In connection with any assignment and assumption of a Specially
Serviced Mortgage Loan, in no event shall the Special Servicer consent to the
creation of any lien on a Mortgaged Property that is senior to, or on a parity
with, the lien of the related Mortgage. Nothing in this Section 9.5 shall
constitute a waiver of the Trustee's right, as the mortgagee of record, to
receive notice of any assignment and assumption of a Specially Serviced Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the
creation of any lien or other encumbrance with respect to such Mortgaged
Property.

         (c) Subject to the Servicing Standard and Section 9.34, and the rights
and duties of the Master Servicer under Section 8.18, the Special Servicer may
enter into any modification, waiver or amendment (including, without limitation,
the substitution or release of collateral or the pledge of additional
collateral) of the terms of any Specially Serviced Mortgage Loan, including any
modification, waiver or amendment to (i) reduce the amounts owing under any
Specially Serviced Mortgage Loan by forgiving principal, accrued interest and/or
any Prepayment Premium, (ii) reduce the amount of the Scheduled Payment on any
Specially Serviced Mortgage Loan, including by way of a reduction in the related
Mortgage Rate, (iii) forbear in the enforcement of any right granted under any
Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv)
extend the Maturity Date of any Specially Serviced Mortgage Loan and/or (v)
accept a principal prepayment on any Specially Serviced Mortgage Loan during any
period during which voluntary Principal Prepayments are prohibited, provided, in
the case of any such modification, waiver or amendment, that (A) the related
Mortgagor is in default with respect to the Specially Serviced Mortgage Loan or,
in the reasonable judgment of the Special Servicer, such default is reasonably
foreseeable, (B) in the reasonable judgment of the Special Servicer, such
modification, waiver or amendment would increase the recovery on the Specially
Serviced Mortgage Loan to Certificateholders on a net present value basis (the
relevant discounting of amounts that will be distributable to Certificateholders
to be performed at related Mortgage Rate), (C) such modification, waiver or
amendment would not cause an Adverse REMIC Event to occur, and (D) if notice to
the Operating Adviser of such modification, waiver or amendment is required
pursuant to Section 9.39, the Special Servicer has made such notice.

         In no event, however, shall the Special Servicer (i) extend the
Maturity Date of a Specially Serviced Mortgage Loan beyond a date that is two
years prior to the Final Rated Distribution Date or (ii) if the Specially
Serviced Mortgage Loan is secured by a ground lease, extend the Maturity Date of
such Specially Serviced Mortgage Loan unless the Special Servicer gives due
consideration to the remaining term of such ground lease.


         The determination of the Special Servicer contemplated by clause (B) of
the proviso to the first paragraph of this Section 9.5(c) shall be evidenced by
an Officer's Certificate certifying the information in the proviso to the first
paragraph under this subsection (c).

         (d) In the event the Special Servicer intends to permit a Mortgagor to
substitute collateral for all or any portion of a Mortgaged Property pursuant to
Section 9.5(c) or pledge additional collateral for the Mortgage Loan pursuant to
Section 9.5(c), if the security



                                     -182-
<PAGE>

interest of the Trust in such collateral would be perfected by possession, or if
such collateral requires special care or protection, then prior to agreeing to
such substitution or addition of collateral, the Special Servicer shall make
arrangements for such possession, care or protection, and prior to agreeing to
such substitution or addition of collateral (or such arrangement for possession,
care or protection) shall obtain the prior written consent of the Trustee with
respect thereto (which consent shall not be unreasonably withheld, delayed or
conditioned); provided, however, that the Trustee shall not be required (but has
the option) to consent to any substitution or addition of collateral or to hold
any such collateral which will require the Trustee to undertake any additional
duties or obligations or incur any additional expense. Notwithstanding the
foregoing, the Special Servicer will not permit a Mortgagor to substitute
collateral for any portion of the Mortgaged Property unless it shall have
received a Rating Agency Confirmation in connection therewith, the costs of
which to be payable by the related Mortgagor to the extent provided for in the
Mortgage Loan documents. If the Mortgagor is not required to pay for the Rating
Agency Confirmation, then such expense will be paid by the Trust.

         (e) The Special Servicer will promptly deliver to the Master Servicer,
the Operating Adviser, the Trustee, the Paying Agent and the Rating Agencies a
notice, specifying any such assignments and assumptions, modifications, waivers
or amendments, such notice identifying the affected Specially Serviced Mortgage
Loan. Such notice shall set forth the reasons for such waiver, modification, or
amendment (including, but not limited to, information such as related income and
expense statements, rent rolls, occupancy status, property inspections, and an
internal or external appraisal performed in accordance with MAI standards and
methodologies (and, if done externally, the cost of such appraisal shall be
recoverable as a Servicing Advance subject to the provisions of Section 4.4
hereof)). The Special Servicer shall also deliver to the Trustee (or the
Custodian), for deposit in the related Mortgage File, an original counterpart of
the agreement relating to such modification, waiver or amendment promptly
following the execution thereof.

         (f) No fee described in this Section shall be collected by the Special
Servicer from the Mortgagor (or on behalf of the Mortgagor) in conjunction with
any consent or any modification, waiver or amendment of the Mortgage Loan if the
collection of such fee would cause such consent, modification, waiver or
amendment to be a "significant modification" of the Mortgage Note within the
meaning of Treasury Regulation ss. 1.860G-2(b). Subject to the foregoing, the
Special Servicer shall use its reasonable efforts, in accordance with the
Servicing Standard, to collect any modification fees and other expenses
connected with a permitted modification of a Mortgage Loan from the Mortgagor.
The inability of the Mortgagor to pay any costs and expenses of a proposed
modification shall not impair the right of the Special Servicer, the Master
Servicer or the Trustee to be reimbursed by the Trust for such expenses
(including any cost and expense associated with the Opinion of Counsel referred
to in this Section).

         (g) The Special Servicer shall cooperate with the Master Servicer (as
provided in Section 8.7) in connection with assignments and assumptions of
Mortgage Loans that are not Specially Serviced Mortgage Loans, and shall be
entitled to receive 50% of any assumption fee paid by the related Mortgagor in
connection with an assignment and assumption executed pursuant to Section 8.7(a)
and 50% of any assumption fee paid by the related Mortgagor in connection with
an assignment and assumption executed pursuant to Section 8.7(b). The Special



                                     -183-
<PAGE>

Servicer shall be entitled to 100% of any assumption fee received in connection
with a Specially Serviced Mortgage Loan.

         (h) Notwithstanding anything herein to the contrary, (i) the Special
Servicer shall not have any right or obligation to consult with or to seek
and/or obtain consent or approval from the Operating Adviser prior to acting,
and provisions of this Agreement requiring such shall be of no effect, if the
Operating Adviser resigns or is removed, during the period following such
resignation or removal until a replacement is elected and (ii) no advice,
direction or objection from or by the Operating Adviser, as contemplated by this
Agreement, may (and the Special Servicer shall ignore and act without regard to
any such advice, direction or objection that the Special Servicer has
determined, in its reasonable good faith judgment would) (A) require or cause
the Special Servicer to violate applicable law, the terms of any Mortgage Loan,
any provision of this Agreement or the REMIC Provisions, including the Special
Servicer's obligation to act in accordance with the Servicing Standard, (B)
result in an Adverse REMIC Event with respect to any REMIC Pool, (C) expose the
Trust, the Depositor, the Master Servicer, the Special Servicer, the Fiscal
Agent, the Paying Agent or the Trustee, or any of their respective Affiliates,
officers, directors, employees or agents, to any material claim, suit or
liability, or (D) materially expand the scope of the Special Servicer's
responsibilities under this Agreement.

         (i) If any Specially Serviced Mortgage Loan which contains a provision
in the nature of a "due-on-encumbrance" clause, which by its terms:

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

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

then, for so long as such Mortgage Loan is included in the Trust, the Special
Servicer, on behalf of the Trustee as the mortgagee of record, shall exercise
(or, subject to Section 9.5, waive its right to exercise) any right it may have
with respect to such Mortgage Loan (x) to accelerate the payments thereon, or
(y) to withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard. Prior to
waiving the effect of such provision with respect to a Mortgage Loan, the
Special Servicer shall obtain Rating Agency Confirmation regarding such waiver.

         SECTION 9.6 RELEASE OF MORTGAGE FILES.

         (a) Upon becoming aware of the payment in full of any Specially
Serviced Mortgage Loan, or the receipt by the Special Servicer of a notification
that payment in full will be escrowed in a manner customary for such purposes,
or the complete defeasance of a Mortgage Loan, the Special Servicer will
immediately notify the Master Servicer. The Special Servicer shall determine, in
accordance with the Servicing Standard, whether an instrument of satisfaction
shall be delivered and, if the Special Servicer determines that such instrument
should be delivered, the Special Servicer shall deliver written approval of such
delivery to the Master Servicer.



                                     -184-
<PAGE>

         (b) From time to time and as appropriate for the servicing or
foreclosure of any Specially Serviced Mortgage Loan or the management of the
related REO Property and in accordance with the Servicing Standard, the Trustee
shall execute or cause to be executed such documents as shall be prepared and
furnished to the Trustee by a Special Servicing Officer (in form reasonably
acceptable to the Trustee) and as are necessary for such purposes. The Trustee
or Custodian shall, upon request of the Special Servicer and delivery to the
Trustee or Custodian of a request for release signed by a Special Servicing
Officer substantially in the form of Exhibit C, release the related Mortgage
File to the Special Servicer. After the transfer of servicing with respect to
any Specially Serviced Mortgage Loan to the Special Servicer, in accordance with
the Servicing Standard, the Master Servicer shall notify, in writing, the
Mortgagor under each Specially Serviced Mortgage Loan transferred to the Special
Servicer, of such transfer.

         (c) The Special Servicer shall send notification in writing, to the
Master Servicer to request any documents and instruments in the possession of
the Master Servicer related to any Specially Serviced Mortgage Loan.

         (d) The Special Servicer shall, with respect to any Rehabilitated
Mortgage Loan, release to the Master Servicer all documents and instruments in
the possession of the Special Servicer related to such Rehabilitated Mortgage
Loan. Prior to the transfer of servicing with respect to any Rehabilitated
Mortgage Loan to the Master Servicer in accordance with the Servicing Standard,
the Special Servicer shall notify, in writing, each Mortgagor under each
Rehabilitated Mortgage Loan of such transfer.

         SECTION 9.7 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF SPECIAL
SERVICER TO BE HELD FOR THE TRUSTEE.

         (a) The Special Servicer shall transmit to the Trustee or Custodian
such documents and instruments coming into the possession of the Special
Servicer as from time to time are required by the terms hereof to be delivered
to the Trustee. Any funds received by the Special Servicer in respect of any
Specially Serviced Mortgage Loan or any REO Property or which otherwise are
collected by the Special Servicer as Liquidation Proceeds, Condemnation Proceeds
or Insurance Proceeds in respect of any Specially Serviced Mortgage Loan or any
REO Property shall be transmitted to the Master Servicer within one Business Day
of receipt to the Certificate Account, except that if such amounts relate to REO
Income, they shall be deposited in the REO Account. The Special Servicer shall
provide access to information and documentation regarding the Specially Serviced
Mortgage Loans to the Trustee, the Master Servicer, the Fiscal Agent, the Paying
Agent, the Operating Adviser and their respective agents and accountants at any
time upon reasonable written request and during normal business hours, provided
that the Special Servicer shall not be required to take any action or provide
any information that the Special Servicer determines will result in any material
cost or expense to which it is not entitled to reimbursement hereunder or will
result in any material liability for which it is not indemnified hereunder;
provided further that the Trustee and the Paying Agent shall be entitled to
receive from the Special Servicer all such information as the Trustee and the
Paying Agent shall reasonably require to perform their respective duties
hereunder. In fulfilling such a request, the Special Servicer shall not be
responsible for determining whether such information is sufficient for the
Trustee's, the Master Servicer's, the Fiscal Agent's, the Paying Agent's or the
Operating Adviser's purposes.



                                     -185-
<PAGE>

         (b) The Special Servicer hereby acknowledges that the Trust owns the
Specially Serviced Mortgage Loans and all Mortgage Files representing such
Specially Serviced Mortgage Loans and all funds now or hereafter held by, or
under the control of, the Special Servicer that are collected by the Special
Servicer in connection with the Specially Serviced Mortgage Loans (but excluding
any Special Servicer Compensation and all other amounts to which the Special
Servicer is entitled hereunder); and the Special Servicer agrees that all
documents or instruments constituting part of the Mortgage Files, and such funds
relating to the Specially Serviced Mortgage Loans which come into the possession
or custody of, or which are subject to the control of, the Special Servicer,
shall be held by the Special Servicer for and on behalf of the Trust.

         (c) The Special Servicer also agrees that it shall not create, incur or
subject any Specially Serviced Mortgage Loans, or any funds that are required to
be deposited in any REO Account to any claim, lien, security interest, judgment,
levy, writ of attachment or other encumbrance, nor assert by legal action or
otherwise any claim or right of setoff against any Specially Serviced Mortgage
Loan or any funds, collected on, or in connection with, a Specially Serviced
Mortgage Loan.

         SECTION 9.8 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SPECIAL
SERVICER.

         (a) The Special Servicer hereby represents and warrants to and
covenants with the Trustee, as of the Closing Date:

                  (i) the Special Servicer is duly organized, validly existing
and in good standing as a corporation under the laws of the State of California,
and shall be in compliance with the laws of each State in which any Mortgaged
Property (including any REO Property) which is, or is related to a Specially
Serviced Mortgage Loan is located to the extent necessary to perform its
obligations under this Agreement, except where the failure to so qualify or
comply would not adversely affect the Special Servicer's ability to perform its
obligations hereunder in accordance with the terms of this Agreement;

                  (ii) the Special Servicer has the full power and authority to
execute, deliver, perform, and to enter into and consummate all transactions and
obligations contemplated by this Agreement. The Special Servicer has duly and
validly authorized the execution, delivery and performance of this Agreement and
this Agreement has been duly executed and delivered by the Special Servicer; and
this Agreement, assuming the due authorization, execution and delivery thereof
by the Depositor, the Trustee, the Fiscal Agent, the Paying Agent and the Master
Servicer, evidences the valid and binding obligation of the Special Servicer
enforceable against the Special Servicer in accordance with its terms subject,
as to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium, receivership and other similar laws affecting creditors'
rights generally as from time to time in effect, and to general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law);



                                     -186-
<PAGE>

                  (iii) the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the fulfillment of or
compliance with the terms and conditions of this Agreement will not (1) result
in a breach of any term or provision of its charter or by-laws or (2) conflict
with, result in a breach, violation or acceleration of, or result in a default
under, the terms of any other material agreement or instrument to which it is a
party or by which it may be bound, or any law, governmental rule, regulation, or
judgment, decree or order applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it, which
materially and adversely affects its ability to perform its obligations under
this Agreement;

                  (iv) no litigation is pending or, to the best of the Special
Servicer's knowledge, threatened, against it, the outcome of which, in the
Special Servicer's reasonable judgment, could reasonably be expected to
materially and adversely affect the execution, delivery or enforceability of
this Agreement or its ability to service the Mortgage Loans or to perform any of
its other obligations hereunder in accordance with the terms hereof; and

                  (v) no consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and
performance by it of, or compliance by it with, this Agreement, or the
consummation of the transactions contemplated hereby, or if any such consent,
approval, authorization or order is required, it has obtained the same or will
obtain the same prior to the time necessary to perform its obligations under
this Agreement, and, except to the extent in the case of performance, that its
failure to be qualified as a foreign corporation or licensed in one or more
states is not necessary for the performance by it of its obligations hereunder.

         (b) It is understood that the representations and warranties set forth
in this Section 9.8 shall survive the execution and delivery of this Agreement.

         (c) Any cause of action against the Special Servicer arising out of the
breach of any representations and warranties made in this Section shall accrue
upon the giving of written notice to the Special Servicer by any of the Trustee,
the Master Servicer, the Paying Agent or the Fiscal Agent. The Special Servicer
shall give prompt notice to the Trustee, the Fiscal Agent, the Paying Agent, the
Depositor, the Operating Adviser and the Master Servicer of the occurrence, or
the failure to occur, of any event that, with notice, or the passage of time or
both, would cause any representation or warranty in this Section to be untrue or
inaccurate in any respect.

         SECTION 9.9 STANDARD HAZARD, FLOOD AND COMPREHENSIVE GENERAL LIABILITY
INSURANCE POLICIES.

         (a) For all REO Property, the Special Servicer shall use reasonable
efforts, consistent with the Servicing Standard, to maintain with a Qualified
Insurer a Standard Hazard Insurance Policy which does not provide for reduction
due to depreciation in an amount which is not less than the full replacement
cost of the improvements of such REO Property or in an amount not less than the
unpaid principal balance plus all unpaid interest and the cumulative



                                     -187-
<PAGE>

amount of Servicing Advances (plus Advance Interest) made with respect to such
Mortgage Loan, whichever is less, but, in any event, in an amount sufficient to
avoid the application of any co-insurance clause. If the improvements to the
Mortgaged Property are in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available), the Special Servicer shall maintain a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in an amount representing coverage equal to the
lesser of the then outstanding Principal Balance of the Specially Serviced
Mortgage Loan and unpaid Advances (plus Advance Interest) and the maximum
insurance coverage required under such current guidelines. It is understood and
agreed that the Special Servicer has no obligation to obtain earthquake or other
additional insurance on REO Property, except as required by law and,
nevertheless, at its sole option and at the Trust's expense, it (if required at
origination and is available at commercially reasonable rates) may obtain such
earthquake insurance. The Special Servicer shall use its reasonable efforts,
consistent with the Servicing Standard, to obtain a comprehensive general
liability insurance policy for all REO Properties. The Special Servicer shall,
to the extent available at commercially reasonable rates (as determined by the
Special Servicer in accordance with the Servicing Standard) and to the extent
consistent with the Servicing Standard, use its reasonable efforts to maintain a
Rent Loss Policy covering revenues for a period of at least twelve months and a
comprehensive general liability policy with coverage comparable to prudent
lending requirements in an amount not less than $1 million per occurrence. All
applicable policies required to be maintained by the Special Servicer pursuant
to this Section 9.9(a) shall name the Trustee as loss payee and be endorsed with
a standard mortgagee clause. The costs of such insurance shall be a Servicing
Advance, subject to the provisions of Section 4.4 hereof.

         (b) Any amounts collected by the Special Servicer under any insurance
policies maintained pursuant to this Section 9.9 (other than amounts to be
applied to the restoration or repair of the REO Property) shall be deposited
into the applicable REO Account. Any cost incurred in maintaining the insurance
required hereby for any REO Property shall be a Servicing Advance, subject to
the provisions of Section 4.4 hereof.

         (c) Notwithstanding the above, the Special Servicer shall not be
required in any event to maintain or obtain insurance coverage beyond what is
reasonably available at a cost customarily acceptable and consistent with the
Servicing Standard. The Special Servicer shall notify the Trustee of any such
determination.

         The Special Servicer shall conclusively be deemed to have satisfied its
obligations as set forth in this Section 9.9 either (i) if the Special Servicer
shall have obtained and maintained a master force placed or blanket insurance
policy insuring against hazard losses on all of the applicable Mortgage Loans
serviced by it, it being understood and agreed that such policy may contain a
deductible clause on terms substantially equivalent to those commercially
available and maintained by comparable servicers consistent with the Servicing
Standard, and provided that such policy is issued by a Qualified Insurer with a
minimum claims paying ability rating of at least "A" by Fitch and "A-" by S&P or
otherwise approved by the Rating Agencies or (ii) if the Special Servicer,
provided that the rating of such Person's long-term debt is not less than "A" by
Fitch and "A-" by S&P self-insures for its obligations as set forth in the first
paragraph of this Section 9.9. In the event that the Special Servicer shall
cause any Mortgage



                                     -188-
<PAGE>

Loan to be covered by such a master force placed or blanket insurance policy,
the incremental cost of such insurance allocable to such Mortgage Loan (i.e.,
other than any minimum or standby premium payable for such policy whether or not
any Mortgage Loan is then covered thereby), if not borne by the related
Mortgagor, shall be paid by the Special Servicer as a Servicing Advance, subject
to the provisions of Section 4.4 hereof. If such policy contains a deductible
clause, the Special Servicer shall, if there shall not have been maintained on
the related Mortgaged Property a policy complying with this Section 9.9 and
there shall have been a loss that would have been covered by such policy,
deposit in the Certificate Account the amount not otherwise payable under such
master force placed or blanket insurance policy because of such deductible
clause to the extent that such deductible exceeds (i) the deductible under the
related Mortgage Loan or (ii) if there is no deductible limitation required
under the Mortgage Loan, the deductible amount with respect to insurance
policies generally available on properties similar to the related Mortgaged
Property which is consistent with the Servicing Standard, and deliver to the
Trustee an Officer's Certificate describing the calculation of such amount. In
connection with its activities as administrator and servicer of the Mortgage
Loans, the Special Servicer agrees to present, on its behalf and on behalf of
the Trustee, claims under any such master force placed or blanket insurance
policy.

         SECTION 9.10 PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS. The
Special Servicer will prepare and present or cause to be prepared and presented
on behalf of the Trustee all claims under the Insurance Policies with respect to
REO Property, and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured's claim) as shall be necessary to
recover under such policies. Any proceeds disbursed to the Special Servicer in
respect of such policies shall be promptly remitted to the Certificate Account,
upon receipt, except for any amounts realized that are to be applied to the
repair or restoration of the applicable REO Property in accordance with the
Servicing Standard. Any extraordinary expenses (but not ordinary and routine or
anticipated expenses) incurred by the Special Servicer in fulfilling its
obligations under this Section 9.10 shall be paid by the Trust.

         SECTION 9.11 COMPENSATION TO THE SPECIAL SERVICER.

         (a) As compensation for its activities hereunder, the Special Servicer
shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and
(iii) the Work-Out Fee. Such amounts, if any, collected by the Special Servicer
from the related Mortgagor shall be transferred by the Special Servicer to the
Master Servicer within one Business Day of receipt thereof, and deposited by the
Master Servicer in the Certificate Account. The Special Servicer shall be
entitled to receive a Liquidation Fee from the Liquidation Proceeds received in
connection with a final disposition of a Specially Serviced Mortgage Loan or REO
Property (whether arising pursuant to a sale, condemnation or otherwise). With
respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured
by two or more Mortgaged Properties, the reference to "REO Property" in the
preceding sentence shall be construed on a property-by-property basis to refer
separately to the acquired real property that is a successor to each of such
Mortgaged Properties, thereby entitling the Special Servicer to a Liquidation
Fee from the Liquidation Proceeds received in connection with a final
disposition of, and Condemnation Proceeds received in connection with, each such
acquired property as the Liquidation Proceeds related to that property are
received. The Special Servicer shall also be



                                     -189-
<PAGE>

entitled to additional special servicing compensation of an amount equal to the
excess, if any, of the aggregate Prepayment Interest Excess relating to Mortgage
Loans which are Specially Serviced Mortgage Loans which have received voluntary
Principal Prepayments not from Liquidation Proceeds or from modifications of
Specially Serviced Mortgage Loans for each Distribution Date over the aggregate
Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution
Date. If the Special Servicer resigns or is terminated for any reason, it shall
retain the right to receive any Work-Out Fees payable on Mortgage Loans that
became Rehabilitated Mortgage Loans while it acted as Special Servicer and
remained Rehabilitated Mortgage Loans at the time of such resignation or
termination for so long as such Mortgage Loan remains a Rehabilitated Mortgage
Loan.

         (b) The Special Servicer shall be entitled to cause the Master Servicer
to withdraw from the Certificate Account the Special Servicer Compensation in
respect of each such Mortgage Loan in the time and manner set forth in Section
5.2 of this Agreement. The Special Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
and shall not be entitled to reimbursement therefor except as expressly provided
in this Agreement.

         (c) Additional Special Servicer Compensation in the form of net
interest or income on any REO Account, assumption fees, extension fees,
servicing fees, Modification Fees, forbearance fees, Late Fees and default
interest (net of amounts used to pay Advance Interest) or other usual and
customary charges and fees actually received from the Mortgagor in connection
with any Specially Serviced Mortgage Loan shall be retained by the Special
Servicer, to the extent not required to be deposited in the Certificate Account
pursuant to the terms of this Agreement (other than any such fees payable in
connection with the Pari Passu Loan). The Special Servicer shall also be
permitted to receive 50% of all assumption fees collected with respect to
Mortgage Loans that are not Specially Serviced Mortgage Loans as provided in
Section 8.7(a) and 100% of all assumption fees collected with respect to
Mortgage Loans that are Specially Serviced Mortgage Loans as provided in Section
9.5(a) (other than any such fees payable in connection with the Pari Passu
Loan). To the extent any component of Special Servicer Compensation is in
respect of amounts usually and customarily paid by Mortgagors, the Special
Servicer shall use reasonable good faith efforts to collect such amounts from
the related Mortgagor, and to the extent so collected, in full or in part, the
Special Servicer shall not be entitled to compensation for the portion so
collected therefor hereunder out of the Trust.

         SECTION 9.12 REALIZATION UPON DEFAULTED MORTGAGE LOANS.

         (a) The Special Servicer, in accordance with the Servicing Standard and
subject to Section 9.4(a), shall use its reasonable efforts to foreclose upon,
repossess or otherwise comparably convert the ownership of Mortgaged Properties
securing such of the Specially Serviced Mortgage Loans as come into and continue
in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments of such Mortgage Loan, the sale of such
Mortgage Loan in accordance with this Agreement or the modification of such
Mortgage Loan in accordance with this Agreement. In connection with such
foreclosure or other conversion of ownership, the Special Servicer shall follow
the Servicing Standard. The foregoing is subject to the proviso that the Special
Servicer shall not request that the Master Servicer make a Servicing Advance for
Liquidation Expenses unless the Special Servicer shall in



                                     -190-
<PAGE>

its sole discretion determine, consistent with the Servicing Standard, (i) that
such foreclosure will increase on a net present value basis the Liquidation
Proceeds of the Specially Serviced Mortgage Loan to the Trust and (ii) that such
Liquidation Expenses will be recoverable from Liquidation Proceeds, and any such
Servicing Advance by the Master Servicer or the Trustee or the Fiscal Agent
shall be subject to the determination(s) of recoverability contemplated by
Section 4.4.

         (b) The Special Servicer shall not acquire any personal property
relating to any Specially Serviced Mortgage Loan pursuant hereto unless either:

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

                  (ii) the Special Servicer shall have received a
Nondisqualification Opinion (the cost of which shall be reimbursed by the Trust)
to the effect that the holding of such personal property by any REMIC will not
cause the imposition of a tax on any REMIC Pool under the Code or cause any
REMIC Pool to fail to qualify as a REMIC.

         (c) Notwithstanding anything to the contrary in this Agreement, the
Special Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, and shall not
otherwise acquire possession of, or take any other action with respect to, any
Mortgaged Property, if, as a result of any such action the Trust would be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA,
or any applicable comparable federal, state or local law, or a "discharger" or
"responsible party" thereunder, unless the Special Servicer has also previously
determined in accordance with the Servicing Standard, based on a Phase I
Environmental Report prepared by a Person (who may be an employee or affiliate
of the Master Servicer or the Special Servicer) who regularly conducts
environmental site assessments in accordance with the standards of FNMA in the
case of multi-family mortgage loans and customary servicing practices in the
case of commercial loans for environmental assessments, which report shall be
delivered to the Trustee, that:

                  (i) such Mortgaged Property is in compliance with applicable
Environmental Laws or, if not, after consultation with an environmental expert
that taking such actions as are necessary to bring the Mortgaged Property in
compliance therewith is reasonably likely to produce a greater recovery on a net
present value basis than not taking such actions;

                  (ii) taking such actions as are necessary to bring the
Mortgaged Property in compliance with applicable Environmental Laws is
reasonably likely to produce a greater recovery on a net present value basis
than pursuing a claim under the Environmental Insurance Policy; and

                  (iii) there are no circumstances or conditions present or
threatened at such Mortgaged Property relating to the use, management, disposal
or release of any hazardous



                                     -191-
<PAGE>

substances, hazardous materials, hazardous wastes, or petroleum-based materials
for which investigation, testing, monitoring, removal, clean-up or remediation
could be required under any federal, state or local law or regulation, or that,
if any such materials are present for which such action could be required, after
consultation with an environmental expert taking such actions with respect to
the affected Mortgaged Property is reasonably likely to produce a greater
recovery on a net present value basis than not taking such actions (after taking
into account the projected costs of such actions);

provided, however, that such compliance pursuant to clause (i) and (ii) above or
the taking of such action pursuant to this clause (iii) shall only be required
to the extent that the cost thereof is a Servicing Advance of the Master
Servicer pursuant to this Agreement, subject to the provisions of Section 4.4
hereof.

         (d) The cost of the Phase I Environmental Report contemplated by
Section 9.12(c) may be treated as a Liquidation Expense, or in the event the
related Specially Serviced Mortgage Loan is not liquidated and a Final Recovery
Determination has been made with respect to such Specially Serviced Mortgage
Loan, the Master Servicer shall treat such cost as a Servicing Advance subject
to the provisions of Section 4.4 hereof; provided that, in the latter event, the
Special Servicer shall use its good faith reasonable business efforts to recover
such cost from the Mortgagor in connection with the curing of the default under
the Specially Serviced Mortgage Loan.

         (e) If the Special Servicer determines, pursuant to Section 9.12(c),
that taking such actions as are necessary to bring any Mortgaged Property into
compliance with applicable Environmental Laws, or taking such actions with
respect to the containment, removal, clean-up or remediation of hazardous
substances, hazardous materials, hazardous wastes, or petroleum-based materials
affecting any such Mortgaged Property, is not reasonably likely to produce a
greater recovery on a net present value basis than not taking such actions
(after taking into account the projected costs of such actions) or than not
pursuing a claim under the Environmental Insurance Policy, then the Special
Servicer shall take such action as it deems to be in the best economic interest
of the Trust, including, without limitation, releasing the lien of the related
Mortgage. If the Special Servicer determines that a material possibility exists
that Liquidation Expenses with respect to Mortgaged Property (taking into
account the cost of bringing it into compliance with applicable Environmental
Laws) would exceed the principal balance of the related Mortgage Loan, the
Special Servicer shall not attempt to bring such Mortgaged Property into
compliance and shall not acquire title to such Mortgaged Property unless it has
received the written consent of the Trustee to such action.

         (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of maintaining any
action with respect to any Specially Serviced Mortgage Loan, including, without
limitation, any action to obtain a deficiency judgment with respect to any
Specially Serviced Mortgage Loan.

         SECTION 9.13 FORECLOSURE. In the event that the Trust obtains, through
foreclosure on a Mortgage or otherwise, the right to receive title to a
Mortgaged Property, the



                                     -192-
<PAGE>

Special Servicer, as its agent, shall direct the appropriate party to deliver
title to the REO Property to the Trustee or its nominee.


         The Special Servicer may consult with counsel to determine when an
Acquisition Date shall be deemed to occur under the REMIC Provisions with
respect to the Mortgaged Property, the expense of such consultation being
treated as a Servicing Advance related to the foreclosure, subject to the
provisions of Section 4.4 hereof. The Special Servicer, on behalf of the Trust,
shall sell the REO Property expeditiously, but in any event within the time
period, and subject to the conditions, set forth in Section 9.15. Subject to
Section 9.15, the Special Servicer shall manage, conserve, protect and operate
the REO Property for the holders of beneficial interests in the Trust solely for
the purpose of its prompt disposition and sale.

         SECTION 9.14 OPERATION OF REO PROPERTY.

         (a) The Special Servicer shall segregate and hold all funds collected
and received in connection with the operation of each REO Property separate and
apart from its own funds and general assets and shall establish and maintain
with respect to each REO Property one or more accounts held in trust for the
benefit of the Certificateholders in the name of "LaSalle Bank National
Association, as Trustee for the Holders of Morgan Stanley Dean Witter Capital I
Inc Commercial Mortgage Pass-Through Certificates Series 2001-TOP1 [name of
Property Account]" (each, an "REO Account"), which shall be an Eligible Account.
Amounts in any REO Account shall be invested in Eligible Investments. The
Special Servicer shall deposit all funds received with respect to an REO
Property in the applicable REO Account within two days of receipt. The Special
Servicer shall account separately for funds received or expended with respect to
each REO Property. All funds in each REO Account may be invested only in
Eligible Investments. The Special Servicer shall notify the Trustee and the
Master Servicer in writing of the location and account number of each REO
Account and shall notify the Trustee prior to any subsequent change thereof.

         (b) On or before each Special Servicer Remittance Date, the Special
Servicer shall withdraw from each REO Account and deposit in the Certificate
Account, the REO Income received or collected during the Collection Period
immediately preceding such Special Servicer Remittance Date on or with respect
to the related REO Properties and reinvestment income thereon; provided,
however, that (i) the Special Servicer may retain in such REO Account such
portion of such proceeds and collections as may be necessary to maintain in the
REO Account sufficient funds for the proper operation, management and
maintenance of the related REO Property, including, without limitation, the
creation of reasonable reserves for repairs, replacements, and necessary capital
improvements and other related expenses. The Special Servicer shall notify the
Master Servicer of all such deposits (and the REO Properties to which the
deposits relate) made into the Certificate Account and (ii) the Special Servicer
shall be entitled to withdraw from the REO Account and pay itself as additional
Special Servicing Compensation any interest or net reinvestment income earned on
funds deposited in the REO Account. The amount of any losses incurred in respect
of any such investments shall be for the account of the Special Servicer which
shall deposit the amount of such loss (to the extent not offset by income from
other investments) in the REO Account, out of its own funds immediately as
realized. If the Special Servicer deposits in any REO Account any amount not
required to be



                                     -193-
<PAGE>

deposited therein, it may at any time withdraw such amount from the REO Account,
any provision herein to the contrary notwithstanding.

         (c) If the Trust acquires the Mortgaged Property, the Special Servicer
shall have full power and authority, in consultation with the Operating Adviser,
and subject to the specific requirements and prohibitions of this Agreement, to
do any and all things in connection therewith as are consistent with the
Servicing Standard, subject to the REMIC Provisions, and in such manner as the
Special Servicer deems to be in the best interest of the Trust, and, consistent
therewith, may advance from its own funds to pay for the following items (which
amounts shall be reimbursed by the Master Servicer or the Trust subject to
Sections 4.4 in accordance with Section 4.6(e)), to the extent such amounts
cannot be paid from REO Income:

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

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

                  (iii) all costs and expenses necessary to maintain, operate,
lease and sell such REO Property (other than capital expenditures).

         (d) The Special Servicer may, and to the extent necessary to (i)
preserve the status of the REO Property as "foreclosure property" under the
REMIC Provisions or (ii) avoid the imposition of a tax on "income from
nonpermitted assets" within the meaning of the REMIC Provisions, shall use
reasonable best efforts to contract with any Independent Contractor for the
operation and management of the REO Property, provided that:

                  (i) the terms and conditions of any such contract shall not be
inconsistent herewith;

                  (ii) the terms of such contract shall be consistent with the
provisions of Section 856 of the Code and Treasury Regulation Section
1.856-4(b)(5);

                  (iii) only to the extent consistent with (ii) above, any such
contract shall require, or shall be administered to require, that the
Independent Contractor (A) pay all costs and expenses incurred in connection
with the operation and management of such Mortgaged Property underlying the REO
Property and (B) deposit on a daily basis all amounts payable to the Trust in
accordance with the contract between the Trust and the Independent Contractor in
an Eligible Account;

                  (iv) none of the provisions of this Section 9.14 relating to
any such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve



                                     -194-
<PAGE>

the Special Servicer of any of its duties and obligations to the Trustee with
respect to the operation and management of any such REO Property;

                  (v) if the Independent Contractor is an Affiliate of the
Special Servicer, the consent of the Operating Adviser and a Nondisqualification
Opinion must be obtained; and

                  (vi) the Special Servicer shall be obligated with respect
thereto to the same extent as if it alone were performing all duties and
obligations in connection with the operation and management of such REO
Property.

         The Special Servicer shall be entitled to enter into any agreement with
any Independent Contractor performing services for the Trust pursuant to this
subsection (d) for indemnification of the Special Servicer by such Independent
Contractor, and nothing in this Agreement shall be deemed to limit or modify
such indemnification. All fees of the Independent Contractor (other than fees
paid for performing services within the ordinary duties of a Special Servicer
which shall be paid by the Special Servicer) shall be paid from the income
derived from the REO Property. To the extent that the income from the REO
Property is insufficient, such fees shall be advanced by the Master Servicer as
a Servicing Advance, subject to the provisions of Section 4.4 and Section 4.6(e)
hereof.

         (e) Notwithstanding any other provision of this Agreement, the Special
Servicer shall not rent, lease, or otherwise earn income on behalf of the Trust
or the beneficial owners thereof with respect to REO Property which might cause
the REO Property to fail to qualify as "foreclosure property" within the meaning
of Section 860G(a)(8) of the Code (without giving effect to the final sentence
thereof) or result in the receipt by any REMIC of any "income from nonpermitted
assets" within the meaning of Section 860F(a)(2) of the Code or any "net income
from foreclosure property" which is subject to tax under the REMIC Provisions
unless (i) the Trustee and the Special Servicer have received an Opinion of
Counsel (at the Trust's sole expense) to the effect that, under the REMIC
Provisions and any relevant proposed legislation, any income generated for REMIC
I by the REO Property would not result in the imposition of a tax upon REMIC I
or (ii) in accordance with the Servicing Standard, the Special Servicer
determines the income or earnings with respect to such REO Property will offset
any tax under the REMIC Provisions relating to such income or earnings and will
maximize the net recovery from the REO Property to the Certificateholders. The
Special Servicer shall notify the Trustee, the Paying Agent and the Master
Servicer of any election by it to incur such tax, and the Special Servicer (i)
shall hold in escrow in an Eligible Account an amount equal to the tax payable
thereby from revenues collected from the related REO Property, (ii) provide the
Paying Agent with all information for the Paying Agent to file the necessary tax
returns in connection therewith and (iii) upon request from the Paying Agent,
pay from such account to the Paying Agent the amount of the applicable tax. The
Paying Agent shall file the applicable tax returns based on the information
supplied by the Special Servicer and pay the applicable tax from the amounts
collected by the Special Servicer.



                                     -195-
<PAGE>

         Subject to, and without limiting the generality of the foregoing, the
Special Servicer, on behalf of the Trust, shall not:

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

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

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

                  (iv) operate, other than through an Independent Contractor, or
allow any other Person to operate, other than through an Independent Contractor,
the REO Property on any date more than 90 days after the Acquisition Date;
unless, in any such case, the Special Servicer has requested and received an
Opinion of Counsel at the Trust's sole expense to the effect that such action
will not cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code (without giving effect to
the final sentence thereof) at any time that it is held by the applicable REMIC
Pool, in which case the Special Servicer may take such actions as are specified
in such Opinion of Counsel.

         SECTION 9.15 SALE OF REO PROPERTY.

         (a) In the event that title to any REO Property is acquired by the
Trust in respect of any Specially Serviced Mortgage Loan, the deed or
certificate of sale shall be issued to the Trust, the Trustee or to its
nominees. The Special Servicer, after notice to the Operating Adviser, shall use
its reasonable best efforts to sell any REO Property in accordance with the
Servicing Standard, but prior to the end of the third calendar year following
the end of the year of its acquisition, but in any event prior to the Final
Rated Distribution Date, unless (i) the Trustee, on behalf of the applicable
REMIC Pool, has been granted an extension of time (an "Extension") (which
extension shall be applied for at least 60 days prior to the expiration of the
period specified above) by the Internal Revenue Service to sell such REO
Property (a copy of which shall be delivered to the Paying Agent upon request),
in which case the Special Servicer shall continue to attempt to sell the REO
Property for its fair market value for such period longer than the period
specified above as such Extension permits or (ii) the Special Servicer seeks and
subsequently receives, at the expense of the Trust, a Nondisqualification
Opinion, addressed to the Trustee and the Special Servicer, to the effect that
the holding by the Trust of such REO Property subsequent to the period specified
above after its acquisition will not result in the imposition of taxes on
"prohibited transactions" of a REMIC, as defined in Section 860F(a)(2) of the
Code, or cause any REMIC to fail to qualify as a REMIC at any time that any
Certificates are



                                     -196-
<PAGE>

outstanding. If the Trustee has not received an Extension or such Opinion of
Counsel and the Special Servicer is not able to sell such REO Property within
the period specified above, or if an Extension has been granted and the Special
Servicer is unable to sell such REO Property within the extended time period,
the Special Servicer shall, after consultation with the Operating Adviser,
before the end of such period or extended period, as the case may be, auction
the REO Property to the highest bidder (which may be the Special Servicer) in
accordance with the Servicing Standard; provided, however, that no Interested
Person shall be permitted to purchase the REO Property at a price less than the
Purchase Price except as provided in Section 9.36; and provided, further that if
the Special Servicer intends to bid on any REO Property, (i) the Special
Servicer shall notify the Trustee of such intent, (ii) the Trustee shall
promptly obtain, at the expense of the Trust an Appraisal of such REO Property
(or internal valuation in accordance with the procedures specified in Section
6.9) and (iii) the Special Servicer shall not bid less than the fair market
value set forth in such Appraisal. Neither any Seller nor the Depositor may
purchase REO Property at a price in excess of the fair market value thereof.

         (b) Within 30 days of the sale of the REO Property, the Special
Servicer shall provide to the Trustee, the Paying Agent and the Master Servicer
a statement of accounting for such REO Property, including without limitation,
(i) the Acquisition Date for the REO Property, (ii) the date of disposition of
the REO Property, (iii) the sale price and related selling and other expenses,
(iv) accrued interest (including interest deemed to have accrued) on the
Specially Serviced Mortgage Loan to which the REO Property related, calculated
from the Acquisition Date to the disposition date, (v) final property operating
statements, and (vi) such other information as the Trustee or the Paying Agent
may reasonably request in writing.

         (c) The Liquidation Proceeds from the final disposition of the REO
Property shall be deposited in the Certificate Account within one Business Day
of receipt.

         (d) The Special Servicer shall provide the necessary information to the
Master Servicer and the Paying Agent to allow the Master Servicer to prepare,
deliver and file reports of foreclosure and abandonment in accordance with
Section 6050J and Section 6050P, if required, of the Code with respect to such
REO Property and shall deliver such information with respect thereto as the
Master Servicer or the Paying Agent may request in writing.

         SECTION 9.16 REALIZATION ON COLLATERAL SECURITY. In connection with the
enforcement of the rights of the Trust to any property securing any Specially
Serviced Mortgage Loan other than the related Mortgaged Property, the Special
Servicer shall consult with counsel to determine how best to enforce such rights
in a manner consistent with the REMIC Provisions and shall not, based on a
Nondisqualification Opinion addressed to the Special Servicer and the Trustee
(the cost of which shall be an expense of the Trust) take any action that could
result in the failure of any REMIC Pool to qualify as a REMIC while any
Certificates are outstanding, unless such action has been approved by a vote of
100% of each Class of Certificateholders (including the Class R-I, Class R-II
and Class R-III Certificateholders).

         SECTION 9.17 SALE OF DEFAULTED MORTGAGE LOANS. In lieu of exercising
remedies pursuant to the terms of any Mortgage Loan and Mortgage, the Special
Servicer may sell a Specially Serviced Mortgage Loan that is a Defaulted
Mortgage Loan for cash in accordance with Section 9.36 hereof.



                                     -197-
<PAGE>

         SECTION 9.18 ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE. The Special
Servicer shall deliver to the Paying Agent on or before noon (Eastern Time) on
March 31 of each calendar year (or March 30 if a leap year), commencing in March
2002, an Officer's Certificate stating, as to the signer thereof, that (A) a
review of the activities of the Special Servicer during the preceding calendar
year or portion thereof and of the performance of the Special Servicer under
this Agreement has been made under such officer's supervision and (B) to the
best of such officer's knowledge, based on such review, the Special Servicer has
fulfilled all its obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof. The Special Servicer shall deliver such Officer's
Certificate to the Master Servicer, the Depositor and the Trustee by April 7 of
each calendar year. The Special Servicer shall forward a copy of each such
statement to the Rating Agencies.

         SECTION 9.19 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORT. On or
before noon (Eastern Time) on March 31 of each calendar year (or March 30 if a
leap year), beginning with March 2002, the Special Servicer at its expense shall
cause a nationally recognized firm of Independent public accountants (who may
also render other services to the Special Servicer, as applicable) to furnish to
the Paying Agent (in electronic format) a statement to the effect that (a) such
firm has examined certain documents and records relating to the servicing of the
Mortgage Loans under this Agreement or the servicing of mortgage loans similar
to the Mortgage Loans under substantially similar agreements for the preceding
calendar year and (b) the assertion by management of the Special Servicer, that
it maintained an effective internal control system over the servicing of such
mortgage loans is fairly stated in all material respects, based upon established
criteria, which statement meets the standards applicable to accountant's reports
intended for general distribution; provided that each of the Master Servicer and
the Special Servicer shall not be required to cause the delivery of such
statement until April 15 in any given year so long as it has received written
confirmation from the Depositor that a Report on Form 10-K is not required to be
filed in respect of the Trust Fund for the preceding calendar year. The Special
Servicer shall deliver such statement to the Depositor, each Rating Agency, the
Trustee and, upon request, the Operating Adviser by April 7 of each calendar
year.

         SECTION 9.20 MERGER OR CONSOLIDATION. Any Person into which the Special
Servicer may be merged or consolidated, or any Person resulting from any merger,
conversion, other change in form or consolidation to which the Special Servicer
shall be a party, or any Person succeeding to the business of the Special
Servicer, shall be the successor of the Special Servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that each of the Rating Agencies provides a
Rating Agency Confirmation. If the conditions to the proviso in the foregoing
sentence are not met, the Trustee may terminate the Special Servicer's servicing
of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be
effected in the manner set forth in Section 9.31.

         SECTION 9.21 RESIGNATION OF SPECIAL SERVICER.

         (a) Except as otherwise provided in this Section 9.21, the Special
Servicer shall not resign from the obligations and duties hereby imposed on it
unless it determines that the Special Servicer's duties hereunder are no longer
permissible under applicable law or are in



                                     -198-
<PAGE>

material conflict by reason of applicable law with any other activities carried
on by it. Any such determination permitting the resignation of the Special
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to
the Master Servicer, the Operating Adviser, and the Trustee. No such resignation
shall become effective until a successor servicer designated by the Operating
Adviser and the Trustee shall have (i) satisfied the requirements that would
apply pursuant to Section 9.20 hereof if a merger of the Special Servicer had
occurred, (ii) assumed the Special Servicer's responsibilities and obligations
under this Agreement and (iii) Rating Agency Confirmation shall have been
obtained. Notice of such resignation shall be given promptly by the Special
Servicer to the Master Servicer and the Trustee.

         (b) The Special Servicer may resign from the obligations and duties
hereby imposed on it, upon reasonable notice to the Trustee, provided that (i) a
successor Special Servicer is (x) available, (y) reasonably acceptable to the
Operating Adviser, the Depositor, and the Trustee, and (z) willing to assume the
obligations, responsibilities and covenants to be performed hereunder by the
Special Servicer on substantially the same terms and conditions, and for not
more than equivalent compensation as that herein provided, (ii) the successor
Special Servicer has assets of at least $15,000,000 and (iii) Rating Agency
Confirmation is obtained with respect to such resignation, as evidenced by a
letter from each Rating Agency delivered to the Trustee. Any costs of such
resignation and of obtaining a replacement Special Servicer shall be borne by
the Special Servicer and shall not be an expense of the Trust.

         (c) No such resignation under paragraph (b) above shall become
effective unless and until such successor Special Servicer enters into a
servicing agreement with the Trustee assuming the obligations and
responsibilities of the Special Servicer hereunder in form and substance
reasonably satisfactory to the Trustee.

         (d) Upon any resignation of the Special Servicer, it shall retain the
right to receive any and all Work-Out Fees payable in respect of Mortgage Loans
that became Rehabilitated Mortgage Loans during the period that it acted as
Special Servicer and that were still Rehabilitated Mortgage Loans at the time of
such resignation (and the successor Special Servicer shall not be entitled to
any portion of such Work-Out Fees), in each case until such time (if any) as
such Mortgage Loan again becomes a Specially Serviced Mortgage Loan or are no
longer included in the Trust.

         SECTION 9.22 ASSIGNMENT OR DELEGATION OF DUTIES BY SPECIAL SERVICER.
The Special Servicer shall have the right without the prior written consent of
the Trustee to (A) delegate or subcontract with or authorize or appoint anyone,
or delegate certain duties to other professionals such as attorneys and
appraisers, as an agent of the Special Servicer or Sub-Servicers (as provided in
Section 9.3) to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Special Servicer hereunder or (B) assign and
delegate all of its duties hereunder. In the case of any such assignment and
delegation in accordance with the requirements of clause (A) of this Section,
the Special Servicer shall not be released from its obligations under this
Agreement. In the case of any such assignment and delegation in accordance with
the requirements of clause (B) of this Section, the Special Servicer shall be
released from its obligations under this Agreement, except that the Special
Servicer shall remain liable for all liabilities and obligations incurred by it
as the Special Servicer hereunder prior to the satisfaction of the following
conditions: (i) the Special Servicer gives the Depositor,



                                     -199-
<PAGE>

the Master Servicer, the Primary Servicers and the Trustee notice of such
assignment and delegation; (ii) such purchaser or transferee accepting such
assignment and delegation executes and delivers to the Depositor and the Trustee
an agreement accepting such assignment, which contains an assumption by such
Person of the rights, powers, duties, responsibilities, obligations and
liabilities of the Special Servicer, with like effect as if originally named as
a party to this Agreement; (iii) the purchaser or transferee has assets in
excess of $15,000,000; (iv) such assignment and delegation is the subject of a
Rating Agency Confirmation; and (v) the Depositor consents to such assignment
and delegation, such consent not be unreasonably withheld. Notwithstanding the
above, the Special Servicer may appoint Sub-Servicers in accordance with Section
9.3 hereof.

         SECTION 9.23 LIMITATION ON LIABILITY OF THE SPECIAL SERVICER AND
OTHERS.

         (a) Neither the Special Servicer nor any of the directors, officers,
employees or agents of the Special Servicer shall be under any liability to the
Certificateholders or the Trustee for any action taken or for refraining from
the taking of any action in good faith and using reasonable business judgment;
provided that this provision shall not protect the Special Servicer or any such
person against any breach of a representation or warranty contained herein or
any liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in its performance of duties hereunder or by reason of
negligent disregard of obligations and duties hereunder. The Special Servicer
and any director, officer, employee or agent of the Special Servicer may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any Person (including, without limitation, the information and
reports delivered by or at the direction of the Master Servicer or any director,
officer, employee or agent of the Master Servicer) respecting any matters
arising hereunder. The Special Servicer shall not be under any obligation to
appear in, prosecute or defend any legal action which is not incidental to its
duties to service the Specially Serviced Mortgage Loans in accordance with this
Agreement; provided that the Special Servicer may in its sole discretion
undertake any such action which it may reasonably deem necessary or desirable in
order to protect the interests of the Certificateholders and the Trustee in the
Specially Serviced Mortgage Loans, or shall undertake any such action if
instructed to do so by the Trustee. In such event, all legal expenses and costs
of such action (other than those that are connected with the routine performance
by the Special Servicer of its duties hereunder) shall be expenses and costs of
the Trust, and the Special Servicer shall be entitled to be reimbursed therefor
as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement,
the Special Servicer shall not be relieved from liability to, or entitled to
indemnification from, the Trust for any action taken by it at the direction of
the Operating Adviser which is in conflict with the Servicing Standard.

         (b) In addition, the Special Servicer shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to the Special Servicer and conforming to the requirements of
this Agreement. Neither the Special Servicer, nor any director, officer,
employee, agent or Affiliate, shall be personally liable for any error of
judgement made in good faith by any officer, unless it shall be proved that the
Special Servicer or such officer was negligent in ascertaining the pertinent
facts. Neither the Special Servicer, nor any director, officer, employee, agent
or Affiliate, shall be personally liable for any action taken,



                                     -200-
<PAGE>

suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion, rights or powers conferred upon it by this Agreement. The
Special Servicer shall be entitled to rely on reports and information supplied
to it by the Master Servicer and the related Mortgagors and shall have no duty
to investigate or confirm the accuracy of any such report or information.

         (c) The Special Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the Master Servicer, the Fiscal Agent or Trustee in this Agreement.
The Trust shall indemnify and hold harmless the Special Servicer from any and
all claims, liabilities, costs, charges, fees or other expenses which relate to
or arise from any such breach of representation, warranty or covenant to the
extent such amounts are not recoverable from the party committing such breach.

         (d) Except as otherwise specifically provided herein:

                  (i) the Special Servicer may rely, and shall be protected in
acting or refraining from acting upon, any resolution, officer's certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document believed or in good faith believed by it to be genuine and to have
been signed or presented by the proper party or parties;

                  (ii) the Special Servicer may consult with counsel, and any
written advice or Opinion of Counsel shall be full and complete authorization
and protection with respect to any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of
Counsel;

                  (iii) the Special Servicer shall not be personally liable for
any action taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion, rights or powers conferred upon it by
this Agreement; and

                  (iv) the Special Servicer, in preparing any reports hereunder,
may rely, and shall be protected in acting or refraining from acting upon any
information (financial or other), statement, certificate, document, agreement,
covenant, notice, request or other paper reasonably believed or in good faith
believed by it to be genuine.

         (e) The Special Servicer and any director, officer, employee or agent
of the Special Servicer shall be indemnified by the Master Servicer, the
Trustee, the Paying Agent and the Fiscal Agent, as the case may be, and held
harmless against any loss, liability or expense including reasonable attorneys'
fees incurred in connection with any legal action relating to the Master
Servicer's, the Trustee's, the Paying Agent's or the Fiscal Agent's, as the case
may be, respective willful misfeasance, bad faith or negligence in the
performance of its respective duties hereunder or by reason of negligent
disregard by such Person of its respective duties hereunder, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of any of the Special Servicer's duties
hereunder or by reason of



                                     -201-
<PAGE>

negligent disregard of the Special Servicer's obligations and duties hereunder.
The Special Servicer shall promptly notify the Master Servicer, the Trustee, the
Paying Agent and the Fiscal Agent if a claim is made by a third party entitling
the Special Servicer to indemnification hereunder, whereupon the Master
Servicer, the Trustee or the Paying Agent, in each case, to the extent the claim
was made in connection with its willful misfeasance, bad faith or negligence,
shall assume the defense of any such claim (with counsel reasonably satisfactory
to the Special Servicer). Any failure to so notify the Master Servicer, the
Trustee or the Paying Agent shall not affect any rights the Special Servicer may
have to indemnification hereunder or otherwise, unless the interest of the
Master Servicer, the Trustee or the Paying Agent is materially prejudiced
thereby. The indemnification provided herein shall survive the termination of
this Agreement and the termination or resignation of the Special Servicer. Such
indemnity shall survive the termination of this Agreement or the resignation or
removal of the Special Servicer hereunder. Any payment hereunder made by the
Master Servicer, the Trustee, the Fiscal Agent or the Paying Agent, as the case
may be, pursuant to this paragraph to the Special Servicer shall be paid from
the Master Servicer's, the Trustee's, Fiscal Agent's or the Paying Agent's, as
the case may be, own funds, without reimbursement from the Trust therefor,
except achieved through subrogation as provided in this Agreement.

         SECTION 9.24 INDEMNIFICATION; THIRD-PARTY CLAIMS.

         (a) The Special Servicer and any director, officer, employee or agent
of the Special Servicer shall be indemnified by the Trust, and held harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with any legal action relating to (i) this Agreement, and
(ii) any action taken by the Special Servicer in accordance with the instruction
delivered in writing to the Special Servicer by the Trustee or the Master
Servicer pursuant to any provision of this Agreement in each case and the
Special Servicer and each of its directors, officers, employees and agents shall
be entitled to indemnification from the Trust for any loss, liability or expense
(including attorneys' fees) incurred in connection with the provision by the
Special Servicer of any information included by the Special Servicer in the
report required to be provided by the Special Servicer pursuant to this
Agreement, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of negligent disregard of obligations and duties
hereunder. The Special Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Special Servicer) and the Trust shall
pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2,
all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
them in respect of such claim. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the
Special Servicer. Any expenses incurred or indemnification payments made by the
Trust shall be reimbursed by the Special Servicer, if a court of competent
jurisdiction makes a final, non-appealable judgment that the Special Servicer
was found to have acted with willful misfeasance, bad faith or negligence.

         (b) The Special Servicer agrees to indemnify the Trust, and the
Trustee, the Fiscal Agent, the Depositor, the Master Servicer, the Paying Agent
and any director, officer, employee or agent or Controlling Person of the
Trustee, the Fiscal Agent, the Depositor and the



                                     -202-
<PAGE>

Master Servicer, and hold them harmless against any and all claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, liabilities, fees and expenses that the Trust or the Trustee, the
Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may sustain
arising from or as a result of the willful misfeasance, bad faith or negligence
in the performance of duties hereunder or by reason of negligent disregard of
obligations and duties hereunder by the Special Servicer. The Trustee, the
Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer shall
immediately notify the Special Servicer if a claim is made by a third party with
respect to this Agreement or the Specially Serviced Mortgage Loans entitling the
Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the
Master Servicer, as the case may be, to indemnification hereunder, whereupon the
Special Servicer shall assume the defense of any such claim (with counsel
reasonably satisfactory to the Trustee, the Fiscal Agent, the Depositor, the
Paying Agent or the Master Servicer, as the case may be) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Special Servicer shall not
affect any rights the Trust or the Trustee, the Fiscal Agent, the Depositor, the
Paying Agent or the Master Servicer may have to indemnification under this
Agreement or otherwise, unless the Special Servicer's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the
Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses
incurred or indemnification payments made by the Special Servicer shall be
reimbursed by the party so paid, if a court of competent jurisdiction makes a
final, non-appealable judgment that the conduct of the Special Servicer was not
culpable or found to have acted with willful misfeasance, bad faith or
negligence.

         (c) The initial Special Servicer and the Depositor expressly agree that
the only information furnished by or on behalf of the Special Servicer for
inclusion in the Preliminary Prospectus Supplement and the Final Prospectus
Supplement is the information set forth in the paragraph under the caption
"SERVICING OF THE MORTGAGE LOANS - The Master Servicer and Special
Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final
Prospectus Supplement.

         (d) The 2000-WF2 Special Servicer and any director, officer, employee
or agent of the 2000-WF2 Special Servicer shall be indemnified by the Trust and
held harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses (collectively, "Losses") incurred in connection with any legal
action relating to the 2000-WF2 Pooling and Servicing Agreement and this
Agreement, and relating to the Pari Passu Loan (but excluding any such Losses
allocable to the 2000-WF2 Trust Fund Mortgage Loan), reasonably requiring the
use of counsel or the incurring of expenses other than any Losses incurred by
reason of the 2000-WF2 Special Servicer's willful misfeasance, bad faith or
negligence in the performance of its duties under the 2000-WF2 Pooling and
Servicing Agreement.

         SECTION 9.25 [RESERVED]

         SECTION 9.26 SPECIAL SERVICER MAY OWN CERTIFICATES. The Special
Servicer or any agent of the Special Servicer in its individual capacity or in
any other capacity may become



                                     -203-
<PAGE>

the owner or pledgee of Certificates with the same rights as it would have if
they were not the Special Servicer or such agent. Any such interest of the
Special Servicer or such agent in the Certificates shall not be taken into
account when evaluating whether actions of the Special Servicer are consistent
with its obligations in accordance with the Servicing Standard regardless of
whether such actions may have the effect of benefiting the Class or Classes of
Certificates owned by the Special Servicer.

         SECTION 9.27 TAX REPORTING. The Special Servicer shall provide the
necessary information to the Master Servicer to allow the Master Servicer to
comply with the Mortgagor tax reporting requirements imposed by Sections 6050H,
6050J and 6050P of the Code with respect to any Specially Serviced Mortgage
Loan. The Special Servicer shall provide to the Master Servicer copies of any
such reports. The Master Servicer shall forward such reports to the Trustee and
the Paying Agent.

         SECTION 9.28 APPLICATION OF FUNDS RECEIVED. It is anticipated that the
Master Servicer will be collecting all payments with respect to the Mortgage
Loans (other than payments with respect to REO Income). If, however, the Special
Servicer should receive any payments with respect to any Mortgage Loan (other
than REO Income) it shall, within one Business Day of receipt from the Mortgagor
or otherwise of any amounts attributable to payments with respect to or the sale
of any Mortgage Loan or any Specially Serviced Mortgage Loan, if any, (but not
including REO Income, which shall be deposited in the applicable REO Account as
provided in Section 9.14 hereof), either, (i) forward such payment (endorsed, if
applicable, to the order of the Master Servicer), to the Master Servicer, or
(ii) deposit such amounts, or cause such amounts to be deposited, in the
Certificate Account. The Special Servicer shall notify the Master Servicer of
each such amount received on or before the date required for the making of such
deposit or transfer, as the case may be, indicating the Mortgage Loan or
Specially Serviced Mortgage Loan to which the amount is to be applied and the
type of payment made by or on behalf of the related Mortgagor.

         SECTION 9.29 COMPLIANCE WITH REMIC PROVISIONS. The Special Servicer
shall act in accordance with this Agreement and the provisions of the Code
relating to REMICs in order to create or maintain the status of any REMIC Pool
as a REMIC under the Code or, as appropriate, adopt a plan of complete
liquidation. The Special Servicer shall not take any action or cause any REMIC
to take any action that would (i) endanger the status of any REMIC as a REMIC
under the Code or (ii) subject to Section 9.14(e), result in the imposition of a
tax upon any REMIC (including, but not limited to, the tax on prohibited
transactions as defined in Code Section 860F(a)(2) or on prohibited
contributions pursuant to Section 860G(d)) unless the Master Servicer and the
Trustee have received a Nondisqualification Opinion (at the expense of the party
seeking to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such tax. The Special
Servicer shall comply with the provisions of Article XII hereof.



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         SECTION 9.30 TERMINATION.

         (a) The obligations and responsibilities of the Special Servicer
created hereby (other than the obligation of the Special Servicer to make
payments to the Master Servicer as set forth in Section 9.28 and the obligations
of the Special Servicer pursuant to Sections 9.8 and 9.24 hereof) shall
terminate on the date which is the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining outstanding
(and final distribution to the Certificateholders) or, (B) the disposition of
all REO Property in respect of any Specially Serviced Mortgage Loan (and final
distribution to the Certificateholders), (ii) 60 days following the date on
which the Trustee or the Operating Adviser has given written notice to the
Special Servicer that this Agreement is terminated pursuant to Section 9.30(b)
or 9.30(c), respectively, and (iii) the effective date of any resignation of the
Special Servicer effected pursuant to and in accordance with Section 9.21.

         (b) The Trustee may terminate the Special Servicer in the event that
(i) the Special Servicer has failed to remit any amount required to be remitted
to the Trustee, the Master Servicer, the Fiscal Agent, the Paying Agent or the
Depositor within one (1) Business Day following the date such amount was
required to have been remitted under the terms of this Agreement, (ii) the
Special Servicer has failed to deposit into any account any amount required to
be so deposited or remitted under the terms of this Agreement which failure
continues unremedied for one Business Day following the date on which such
deposit or remittance was first required to be made; (iii) the Special Servicer
has failed to duly observe or perform in any material respect any of the other
covenants or agreements of the Special Servicer set forth in this Agreement, and
the Special Servicer has failed to remedy such failure within thirty (30) days
after written notice of such failure, requiring the same to be remedied, shall
have been given to the Special Servicer by the Depositor or the Trustee,
provided, however, that if the Special Servicer certifies to the Trustee and the
Depositor that the Special Servicer is in good faith attempting to remedy such
failure, and the Certificateholders would not be affected thereby, such cure
period will be extended to the extent necessary to permit the Special Servicer
to cure such failure; provided, however, that such cure period may not exceed 90
days; (iv) the Special Servicer has made one or more false or misleading
representations or warranties herein that materially and adversely affects the
interest of any Class of Certificates, and has failed to cure such breach within
thirty (30) days after notice of such breach, requiring the same to be remedied,
shall have been given to the Special Servicer by the Depositor or the Trustee,
provided, however, that if the Special Servicer certifies to the Trustee and the
Depositor that the Special Servicer is in good faith attempting to remedy such
failure, such cure period may be extended to the extent necessary to permit the
Special Servicer to cure such failure; provided, however, that such cure period
may not exceed 90 days; (v) the Trustee shall receive notice from Fitch to the
effect that the continuation of the Special Servicer in such capacity would
result in the downgrade, qualification or withdrawal of any rating then assigned
by Fitch to any Class of Certificates; (vi) a decree or order of a court or
agency or supervisory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or state bankruptcy,
insolvency or similar law for the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Special Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; (vii) the
Special Servicer



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<PAGE>

shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings relating to the
Special Servicer or of or relating to all or substantially all of its property;
(viii) the Special Servicer thereof shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage of any
applicable bankruptcy, insolvency or reorganization statute, make an assignment
for the benefit of its creditors, voluntarily suspend payment of its
obligations, or take any corporate action in furtherance of the foregoing or
(ix) the Special Servicer is removed from S&P's approved special servicer list
and the ratings then assigned by S&P to any classes of certificates are
downgraded, qualified or withdrawn (including, without limitation, being placed
on "negative credit watch") in connection with such removal. Such termination
shall be effective on the date after the date of any of the above events that
the Trustee specifies in a written notice to the Special Servicer specifying the
reason for such termination. The Operating Adviser shall have the right to
appoint a successor if the Trustee terminates the Special Servicer.

         (c) The Operating Adviser shall have the right to direct the Trustee to
terminate the Special Servicer, provided that the Operating Adviser shall
appoint a successor Special Servicer who will (i) be reasonably satisfactory to
the Trustee and to the Depositor, and (ii) execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, whereby
the successor Special Servicer agrees to assume and perform punctually the
duties of the Special Servicer specified in this Agreement; and provided,
further, that the Trustee shall have received Rating Agency Confirmation from
each Rating Agency prior to the termination of the Special Servicer. The Special
Servicer shall not be terminated pursuant to this subsection (c) until a
successor Special Servicer shall have been appointed. The Operating Adviser
shall pay any costs and expenses incurred by the Trust in connection with the
removal and appointment of a Special Servicer (unless such removal is based on
any of the events or circumstances set forth in Section 9.30(b)).

         SECTION 9.31 PROCEDURE UPON TERMINATION.

         (a) Notice of any termination pursuant to clause (i) of Section
9.30(a), specifying the Distribution Date upon which the final distribution
shall be made, shall be given promptly by the Special Servicer to the Trustee
and the Paying Agent no later than the later of (i) five Business Days after the
final payment or other liquidation of the last Mortgage Loan or (ii) the sixth
day of the month in which the final Distribution Date will occur. Upon any such
termination, the rights and duties of the Special Servicer (other than the
rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23
and 9.24 hereof) shall terminate and the Special Servicer shall transfer to the
Master Servicer the amounts remaining in each REO Account and shall thereafter
terminate each REO Account and any other account or fund maintained with respect
to the Specially Serviced Mortgage Loans.

         (b) On the date specified in a written notice of termination given to
the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority,
power and rights of the Special Servicer under this Agreement, whether with
respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate;
provided, that in no event shall the termination of the Special Servicer be
effective until the Trustee or other successor Special Servicer shall have
succeeded the Special Servicer as successor Special Servicer, notified the
Special Servicer of



                                     -206-
<PAGE>

such designation, and such successor Special Servicer shall have assumed the
Special Servicer's obligations and responsibilities, as set forth in an
agreement substantially in the form hereof, with respect to the Specially
Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not
succeed the Special Servicer as Special Servicer until and unless it has
satisfied the provisions that would apply to a Person succeeding to the business
of the Special Servicer pursuant to Section 9.20 hereof. The Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Special
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination. The Special
Servicer agrees to cooperate with the Trustee and the Fiscal Agent in effecting
the termination of the Special Servicer's responsibilities and rights hereunder
as Special Servicer including, without limitation, providing the Trustee all
documents and records in electronic or other form reasonably requested by it to
enable the successor Special Servicer designated by the Trustee to assume the
Special Servicer's functions hereunder and to effect the transfer to such
successor for administration by it of all amounts which shall at the time be or
should have been deposited by the Special Servicer in any REO Account and any
other account or fund maintained or thereafter received with respect to the
Specially Serviced Mortgage Loans.

         (c) If the Special Servicer receives a written notice of termination
pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth
in Section 9.30(b)(v) or (ix), and if the Special Servicer provides the Trustee
with the appropriate "request for proposal" materials within five Business Days
after receipt of such written notice of termination, then the Trustee shall
promptly thereafter (using such "request for proposal" materials provided by the
Special Servicer) solicit good faith bids for the rights to be appointed as
Special Servicer under this Agreement from at least three but no more than five
Qualified Bidders or, if three Qualified Bidders cannot be located, then from as
many persons as the Trustee can determine are Qualified Bidders. At the
Trustee's request, the Special Servicer shall supply the Trustee with the names
of Persons from whom to solicit such bids. In no event shall the Trustee be
responsible if less than three Qualified Bidders submit bids for the right to
service the Mortgage Loans under this Agreement.

         (d) Each bid proposal shall require any Successful Bidder, as a
condition of its bid, to enter into this Agreement as successor Special
Servicer, and to agree to be bound by the terms hereof, not later than 30 days
after termination of the Special Servicer hereunder. The Trustee shall select
the Qualified Bidder with the highest cash bid (or such other Qualified Bidder
as the Master Servicer may direct) that is also acceptable to the Operating
Adviser (the "Successful Bidder") to act as successor Special Servicer
hereunder. If no bidder is acceptable to the Operating Adviser, the Operating
Adviser shall appoint the successor Special Servicer after consultation with the
Controlling Class, provided that the successor Special Servicer so appointed
must be bound by the terms of this Agreement and there must be delivered a
Rating Agency Confirmation in connection with such appointment. The Trustee
shall direct the Successful Bidder to enter into this Agreement as successor
Special Servicer pursuant to the terms hereof not later than 30 days after the
termination of the Special Servicer hereunder, and in connection therewith to
deliver the amount of the Successful Bidder's cash bid to the Trustee by wire
transfer of immediately available funds to an account specified by the Trustee
no later than 10:00 a.m. New York City time on the date specified for the
assignment and assumption of the servicing rights hereunder.



                                     -207-
<PAGE>

         (e) Upon the assignment and acceptance of the servicing right hereunder
to and by the Successful Bidder and receipt of such cash bid, the Trustee shall
remit or cause to be remitted to the terminated Special Servicer the amount of
such cash bid received from the Successful Bidder (net of out-of-pocket expenses
incurred in connection with obtaining such bid and transferring servicing) by
wire transfer of immediately available funds to an account specified by the
terminated Special Servicer no later than 1:00 p.m. New York City time on the
date specified for the assignment and assumption of the servicing rights
hereunder.

         (f) If the Successful Bidder has not entered into this Agreement as
successor Special within 30 days after the termination of the Special Servicer
hereunder or no Successful Bidder was identified within such 30-day period, the
Trustee shall have no further obligations under Section 9.31(c) and may act or
may select another successor to act as Special Servicer hereunder in accordance
with Section 9.31(b).

         SECTION 9.32 CERTAIN SPECIAL SERVICER REPORTS.

         (a) The Special Servicer, for each Specially Serviced Mortgage Loan,
shall provide to the Master Servicer and the Paying Agent on or prior to the
Determination Date for each month, a Special Servicer Monthly Report and the
CMSA Reports in such electronic format as is mutually acceptable to the Master
Servicer and the Special Servicer and in CMSA format. The Master Servicer and
the Paying Agent may use such reports or information contained therein to
prepare its reports and the Master Servicer may, at its option, forward such
reports directly to the Depositor and the Rating Agencies. The Special Servicer,
for each Specially Serviced Mortgage Loan, shall provide to the Master Servicer,
the Paying Agent and the Trustee on or prior to the Determination Date for each
month, a Special Servicer Monthly Report substantially in the form of Exhibit O
or in such electronic format as is mutually acceptable to the Master Servicer
and the Special Servicer. The Master Servicer, the Paying Agent and the Trustee
may use such reports or information contained therein to prepare its reports and
the Master Servicer may, at its option, forward such Special Servicer Monthly
Reports directly to the Depositor and the Rating Agencies. The Special Servicer
Monthly Report shall be substantially in the form of Exhibit O and shall contain
a narrative description for each Specially Serviced Mortgage Loan of the current
status of such Loan including the status of any workout or foreclosure, the
change in such status since the prior Special Servicer Monthly Report, and other
information described in Exhibit O.

         (b) The Special Servicer shall maintain accurate records, prepared by a
Servicing Officer, of each Final Recovery Determination with respect to any
Mortgage Loan or REO Property and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Operating Adviser, the Paying Agent and the Master Servicer no
later than the ten Business Day following such Final Recovery Determination.

         (c) The Special Servicer shall provide to the Master Servicer or the
Paying Agent at the reasonable request in writing of the Master Servicer the
Paying Agent, any information in its possession with respect to the Specially
Serviced Mortgage Loans which the Master Servicer or Paying Agent, as the case
may be, shall require in order for the Master Servicer or the Paying Agent to
comply with its obligations under this Agreement; provided that



                                     -208-
<PAGE>

the Special Servicer shall not be required to take any action or provide any
information that the Special Servicer determines will result in any material
cost or expense to which it is not entitled to reimbursement hereunder or will
result in any material liability for which it is not indemnified hereunder. The
Master Servicer will provide the Special Servicer at the request of the Special
Servicer any information in its possession with respect to the Mortgage Loans
which the Master Servicer shall require in order for the Special Servicer to
comply with its obligations under this Agreement.

         (d) Not later than 20 days after each Special Servicer Remittance Date,
the Special Servicer shall forward to the Master Servicer a statement setting
forth the status of each REO Account as of the close of business on such Special
Servicer Remittance Date, stating that all remittances required to be made by it
as required by this Agreement to be made by the Special Servicer have been made
(or, if any required distribution has not been made by the Special Servicer,
specifying the nature and status thereof) and showing, for the period from the
day following the preceding Special Servicer Remittance Date to such Special
Servicer Remittance Date, the aggregate of deposits into and withdrawals from
each REO Account for each category of deposit specified in Section 5.1 of this
Agreement and each category of withdrawal specified in Section 5.2 of this
Agreement.

         (e) The Special Servicer shall use reasonable efforts to obtain and, to
the extent obtained, to deliver to the Master Servicer, the Paying Agent, the
Rating Agencies and the Operating Adviser, on or before April 15 of each year,
commencing with April 15, 2001, (i) copies of the prior year operating
statements and quarterly statements, if available, for each Mortgaged Property
underlying a Specially Serviced Mortgage Loan or REO Property as of its fiscal
year end, provided that either the related Mortgage Note or Mortgage requires
the Mortgagor to provide such information, or if the related Mortgage Loan has
become an REO Property, (ii) a copy of the most recent rent roll available for
each Mortgaged Property, and (iii) a table, setting forth the Debt Service
Coverage Ratio and occupancy with respect to each Mortgaged Property covered by
the operating statements delivered above.

         (f) The Special Servicer shall deliver to the Master Servicer, the
Depositor, the Paying Agent and the Trustee all such other information with
respect to the Specially Serviced Mortgage Loans at such times and to such
extent as the Master Servicer, the Trustee, the Paying Agent or Depositor may
from time to time reasonably request; provided, however, that the Special
Servicer shall not be required to produce any ad hoc non-standard written
reports with respect to such Mortgage Loans except if any Person (other than the
Paying Agent or the Trustee) requesting such report pays a reasonable fee to be
determined by the Special Servicer.

         (g) The Special Servicer shall deliver a written Inspection Report of
each Specially Serviced Mortgage Loan in accordance with Section 9.4(b) to the
Operating Adviser.

         (h) The Special Servicer shall provide, as soon as practicable after a
Mortgage Loan becomes a Specially Serviced Mortgage Loan, to the Master Servicer
its estimate of the net recoverable amount to the Certificateholders and
anticipated expenses in connection therewith (and a general description of the
plan to achieve such recovery) of such Specially Serviced Mortgage Loan and
other information reasonably requested by the Master Servicer. The Special
Servicer shall update such information on a quarterly basis.



                                     -209-
<PAGE>

         SECTION 9.33 SPECIAL SERVICER TO COOPERATE WITH THE MASTER SERVICER AND
PAYING AGENT.

         (a) The Special Servicer shall furnish on a timely basis such reports,
certifications, and information as are reasonably requested by the Master
Servicer, the Trustee or the Paying Agent to enable it to perform its duties
under this Agreement or the Primary Servicing Agreements, as applicable;
provided that no such request shall (i) require or cause the Special Servicer to
violate the Code, any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the servicing standards set
forth in this Agreement and to maintain the REMIC status of any REMIC Pool or
(ii) expose the Special Servicer, the Trust, the Fiscal Agent, the Paying Agent
or the Trustee to liability or materially expand the scope of the Special
Servicer's responsibilities under this Agreement. In addition, the Special
Servicer shall notify the Master Servicer of all expenditures incurred by it
with respect to the Specially Serviced Mortgage Loans which are required to be
made by the Master Servicer as Servicing Advances as provided herein, subject to
the provisions of Section 4.4 hereof. The Special Servicer shall also remit all
invoices relating to Servicing Advances promptly upon receipt of such invoices.

         (b) The Special Servicer shall from time to time make reports,
recommendations and analyses to the Operating Adviser with respect to the
following matters, the expense of which shall be charged to the Operating
Adviser, but in no event shall such costs be an expense of the Trust:

                  (i) whether the foreclosure of a Mortgaged Property relating
to a Specially Serviced Mortgage Loan would be in the best economic interest of
the Trust;

                  (ii) if the Special Servicer elects to proceed with a
foreclosure, whether a deficiency judgment should or should not be sought
because the likely recovery will or will not be sufficient to warrant the cost,
time and exposure of pursuing such judgment;

                  (iii) whether the waiver or enforcement of any "due-on-sale"
clause or "due-on-encumbrance" clause contained in a Mortgage Loan or a
Specially Serviced Mortgage Loan is in the best economic interest of the Trust;

                  (iv) in connection with entering into an assumption agreement
from or with a person to whom a Mortgaged Property securing a Specially Serviced
Mortgage Loan has been or is about to be conveyed, or to release the original
Mortgagor from liability upon a Specially Serviced Mortgage Loan and substitute
a new Mortgagor, and whether the credit status of the prospective new Mortgagor
is in compliance with the Special Servicer's regular commercial mortgage
origination or servicing standard;

                  (v) in connection with the foreclosure on a Specially Serviced
Mortgage Loan secured by a Mortgaged Property which is not in compliance with
CERCLA, or



                                     -210-
<PAGE>

any comparable environmental law, whether it is in the best economic interest of
the Trust to bring the Mortgaged Property into compliance therewith and an
estimate of the cost to do so; and

                  (vi) with respect to any proposed modification (which shall
include any proposed release, substitution or addition of collateral),
extension, waiver, amendment, discounted payoff or sale of a Mortgage Loan,
prepare a summary of such proposed action and an analysis of whether or not such
action is reasonably likely to produce a greater recovery on a present value
basis than liquidation of such Mortgage Loan; such analysis shall specify the
basis on which the Special Servicer made such determination, including the
status of any existing material default or the grounds for concluding that a
payment default is imminent.

         SECTION 9.34 CERTAIN REMIC LIMITATIONS ON MODIFICATION OF SPECIALLY
SERVICED MORTGAGE LOANS. Notwithstanding anything to the contrary in this
Agreement, the Special Servicer shall not permit any modification of any Money
Term of a Specially Serviced Mortgage Loan unless (i) the Special Servicer shall
have received a Nondisqualification Opinion or a ruling from the Internal
Revenue Service to the effect that such modification would not be treated as an
exchange pursuant to Section 1001 of the Code (or, if it would be so treated,
would not be treated as a "significant modification" for purposes of Treasury
Regulations Section 1.860G-2(b) of the Code), the reasonable cost of which
opinion shall be an expense of the Trust or (ii) such modification meets the
requirements set forth in Section 9.5.

         SECTION 9.35 [RESERVED]

         SECTION 9.36 SALE OF DEFAULTED MORTGAGE LOANS AND REO PROPERTIES.

         (a) Any of (i) the Master Servicer, (ii) the Special Servicer, (iii)
any holder of Certificates evidencing a majority interest in the Controlling
Class and (iv) each of the Sellers with respect to the Mortgage Loans it
originated, in that order, has the right to purchase from the Trust, at the
applicable Purchase Price, those defaulted Mortgage Loans that are at least
sixty (60) days delinquent and which the Special Servicer has determined, in its
reasonable good faith judgment, in accordance with the Servicing Standard, will
become the subject of foreclosure proceedings (other than any such Mortgage Loan
that it determines, in its reasonable good faith judgment, in accordance with
the Servicing Standard, is in default to avoid a prepayment restriction). In
addition, each of the Sellers with respect to the Mortgage Loans it originated,
has the right to purchase from the Trust, at the applicable Purchase Price,
Mortgage Loans that are in default or as to which default is imminent. If a
Seller purchases a Mortgage Loan from the Trust that is not in default or as
which default is not imminent and such purchase results in a tax on prohibited
transactions as defined in Code Section 860F(a)(2) or a tax on prohibited
contributions set forth in Section 860G(d) of the Code, the Seller shall
indemnify the Trust for such tax unless such indemnification shall itself result
in a tax.

         The Special Servicer may, after providing notice to the Operating
Adviser and the Trustee, subject to the limitations in paragraph (d) below,
offer to sell for cash to any Person, for an amount equal to the Purchase Price
therefor, any REO Property or Defaulted Mortgage Loan not otherwise purchased
pursuant to the prior paragraph (other than any such Mortgage Loan that



                                     -211-
<PAGE>

it determines, in its reasonable good faith judgment, in accordance with the
Servicing Standard, is in default to avoid a prepayment restriction), if and
when the Special Servicer determines, consistent with the Servicing Standard,
that such a sale would be in the best economic interests of the Trust. In the
case of REO Property, the Special Servicer shall offer to sell such REO Property
no later than the time determined by the Special Servicer to be sufficient to
result in the sale of such REO Property on or prior to the date specified in
Section 9.15 and in any event prior to the Final Rated Distribution Date. The
Special Servicer shall give the Operating Adviser, the Master Servicer, the
Paying Agent and the Trustee not less than five days' prior written notice of
its intention to sell any such Defaulted Mortgage Loan or REO Property, and in
respect of such sale, the Special Servicer shall offer such Defaulted Mortgage
Loan or REO Property in a commercially reasonable manner consistent with the
Servicing Standard.

         Unless the Special Servicer determines that acceptance, in accordance
with the Servicing Standard, of any offer would not be in the best economic
interests of the Trust, the Special Servicer shall accept the highest cash offer
received from any Person that constitutes a fair price (which may be less than
the Purchase Price) for such Defaulted Mortgage Loan or REO Property.
Notwithstanding anything to the contrary herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may bid for or purchase any
Defaulted Mortgage Loan or any REO Property. In addition, the Special Servicer
may accept a lower bid (including a bid lower than the Purchase Price) of a
Person other than an Interested Person or the Operating Adviser, if any, if it
determines, in accordance with the Servicing Standard, that acceptance of such
bid would be in the best interests of the Certificateholders (for example, if
the prospective buyer making the lower bid is more likely to perform its
obligations, or the terms offered by the prospective buyer making the lower bid
are more favorable), provided, that if any Defaulted Mortgage Loan or REO
Property as to which an Appraisal Reduction has occurred is to be sold by the
Special Servicer, the Special Servicer shall not, without the approval of the
Operating Adviser, if any, accept any bid for such loan or property that is less
than 90% of the appraised value of the related Mortgaged Property (based on the
appraisal used in determining the related Appraisal Reduction). The Special
Servicer, after notice to the Operating Adviser, if any, shall determine no
later than six months prior to the end of the three-year period referred in
Section 9.15 with respect to any REO Property whether a sale of such REO
Property pursuant to any bids being made with respect thereto is in the best
economic interests of the Certificateholders as a whole. If the Special Servicer
so determines in accordance with the Servicing Standard after notice to the
Operating Adviser, if any, that such a sale would not be in the best interests
of the Certificateholders, the Special Servicer shall seek an extension of such
period in the manner described in Section 9.15.

         In determining whether any bid received from an Interested Person or
whether the price to be paid by the Special Servicer or any Affiliate thereof
represents a fair price or market value for any Defaulted Mortgage Loan or any
REO Property, the Special Servicer is required to request that the Trustee make
a determination as to whether such bid constitutes a fair price. Upon request of
the Special Servicer to make such a determination, the Trustee will, within a
reasonable period of time (but in no event more than 5 Business Days), make such
a determination based solely and conclusively upon an Appraisal of such REO
Property by an Independent MAI-designated appraiser selected by the Trustee at
the expense of the Trust. In determining whether any bid constitutes a fair
price or market value for any Defaulted Mortgage Loan or any REO Property, the
Special Servicer shall take into account, among other factors, the



                                     -212-
<PAGE>

period and amount of any delinquency on the affected Defaulted Mortgage Loan,
the physical condition of the related Mortgaged Property or such REO Property,
the state of the local economy and the Trust's obligation to dispose of any REO
Property within the three-year period specified in Section 9.15.

         (b) Subject to the REMIC Provisions, the Special Servicer shall act on
behalf of the Trust in negotiating and taking any other action necessary or
appropriate in connection with the sale of any Defaulted Mortgage Loan or REO
Property, including the collection of all amounts payable in connection
therewith. Any sale of a Defaulted Mortgage Loan or REO Property shall be
without recourse to, or representation or warranty by, the Trustee, the Fiscal
Agent, the Depositor, the Special Servicer, the Master Servicer, or the Trust.
Notwithstanding the foregoing, nothing herein shall limit the liability of the
Master Servicer, the Special Servicer or the Trustee to the Trust and the
Certificateholders for failure to perform its duties in accordance herewith.
None of the Special Servicer, the Master Servicer, the Depositor, the Fiscal
Agent or the Trustee shall have any liability to the Trust or any
Certificateholder with respect to the price at which a Defaulted Mortgage Loan
is sold if the sale is consummated in accordance with the terms of this
Agreement.

         (c) The proceeds of any sale after deduction of the expenses of such
sale incurred in connection therewith shall be deposited within one Business Day
in the Certificate Account.

         (d) Notwithstanding anything herein to the contrary, the Special
Servicer shall not be required to take or refrain from taking any action
pursuant to instructions from the Operating Adviser that would cause it to
violate applicable law or any term or provision of this Agreement, including the
REMIC Provisions and the Servicing Standard.

         SECTION 9.37 OPERATING ADVISER; ELECTIONS.

         (a) In accordance with Section 9.37(c), the Certificateholders
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class may elect the operating adviser (the "Operating
Adviser"). The Operating Adviser shall be elected for the purpose of receiving
reports and information from the Special Servicer in respect of the Specially
Serviced Mortgage Loans.

         (b) The initial Operating Adviser is GMAC Commercial Mortgage
Corporation. The Controlling Class shall give written notice to the Trustee, the
Paying Agent and the Master Servicer of the appointment of any subsequent
Operating Adviser (in order to receive notices hereunder). If a subsequent
Operating Adviser is not so appointed, an election of an Operating Adviser also
shall be held. Notice of the meeting of the Holders of the Controlling Class
shall be mailed or delivered to each Holder by the Paying Agent, not less than
10 nor more than 60 days prior to the meeting. The notice shall state the place
and the time of the meeting, which may be held by telephone. A majority of
Certificate Balance of the Certificates of the then Controlling Class, present
in person or represented by proxy, shall constitute a quorum for the nomination
of an Operating Adviser. At the meeting, each Holder shall be entitled to
nominate one Person to act as Operating Adviser. The Paying Agent shall cause
the election of the Operating Adviser to be held as soon thereafter as is
reasonably practicable.



                                     -213-
<PAGE>

         (c) Each Holder of the Certificates of the Controlling Class shall be
entitled to vote in each election of the Operating Adviser. The voting in each
election of the Operating Adviser shall be in writing mailed, telecopied,
delivered or sent by courier and actually received by the Paying Agent on or
prior to the date of such election. Immediately upon receipt by the Paying Agent
of votes (which have not been rescinded) from the Holders of Certificates
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class which are cast for a single Person, such Person shall be,
upon such Person's acceptance, the Operating Adviser. The Paying Agent shall
promptly notify the Trustee of the identity of the Operating Adviser. Until an
Operating Adviser is elected by Holders of Certificates representing more than
50% of the Certificate Balance of the Certificates of the then Controlling Class
or in the event that an Operating Adviser shall have resigned or been removed
and a successor Operating Adviser shall not have been elected, there shall be no
Operating Adviser.

         (d) The Operating Adviser may be removed at any time by the written
vote, copies of which must be delivered to the Paying Agent, of more than 50% of
the Certificate Balance of the Holders of the Certificates of the then
Controlling Class.

         (e) The Paying Agent shall act as judge of each election and, absent
manifest error, the determination of the results of any election by the Paying
Agent shall be conclusive. Notwithstanding any other provisions of this Section
9.37, the Paying Agent may make such reasonable regulations as it may deem
advisable for any election.

         (f) Notwithstanding any provision of this Section 9.37 or any other
provision of this Agreement to the contrary, at any time that the Special
Servicer has been elected as Operating Adviser or no Operating Adviser has been
elected, (i) the Special Servicer shall not be required to deliver notices or
information to, or obtain the consent or approval of, the Operating Adviser and
(ii) to the extent any Person other than the Special Servicer is otherwise
required hereunder to provide notices or information to, or obtain the consent
or approval of, the Operating Adviser, such Person shall be required to provide
such notices or information to, or obtain the consent or approval of, the
Special Servicer.

         SECTION 9.38 LIMITATION ON LIABILITY OF OPERATING ADVISER. The
Operating Adviser shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, in good
faith and using reasonable business judgment pursuant to this Agreement, or
using reasonable business judgment. By its acceptance of a Certificate, each
Certificateholder (and Certificate Owner) confirms its understanding that the
Operating Adviser may take actions that favor the interests of one or more
Classes of the Certificates over other Classes of the Certificates and that the
Operating Adviser may have special relationships and interests that conflict
with those of Holders of some Classes of the Certificates and each
Certificateholder (and Certificate Owner) agrees to take no action against the
Operating Adviser based upon such special relationship or conflict.



                                     -214-
<PAGE>

         SECTION 9.39 DUTIES OF OPERATING ADVISER. The Operating Adviser may
advise, and receive notice from, the Special Servicer, but is not required to do
so on any of the following actions:

                  (i) any foreclosure upon or comparable conversion (which may
include acquisition of an REO Property) of the ownership of properties securing
such of the Specially Serviced Mortgage Loans as come into and continue in
default;

                  (ii) any modification of a Money Term of a Mortgage Loan other
than a modification consisting of the extension of the original Maturity Date of
a Mortgage Loan for two years or less;

                  (iii) any proposed sale of a Defaulted Mortgage Loan (other
than upon termination of the Trust pursuant to Article X);

                  (iv) any determination to bring an REO Property into
compliance with Environmental Laws;

                  (v) any acceptance of substitute or additional collateral for
a Mortgage Loan;

                  (vi) any acceptance of a discounted payoff;

                  (vii) any waiver of a "due-on-sale" or "due-on-encumbrance"
clause;

                  (viii) any acceptance of an assumption agreement releasing a
Mortgagor from liability under a Mortgage Loan; and

                  (ix) any release of collateral for a Specially Serviced
Mortgage Loan (other than in accordance with the terms of or upon satisfaction
of, such Mortgage Loan).


         With respect to items (vii), (viii) and (ix), the Operating Adviser
shall be subject to the same time periods for advising the Special Servicer with
respect to any such matters as are afforded to the Special Servicer pursuant to
Section 8.7, which periods shall be co-terminous with those of Special Servicer.
In addition, the Operating Adviser may direct the Trustee to remove the Special
Servicer at any time upon the appointment and acceptance of such appointment by
a successor to the Special Servicer; provided that, prior to the effectiveness
of any such appointment, the Trustee and the Paying Agent shall have received
Rating Agency Confirmation from each Rating Agency. The Operating Adviser shall
pay any costs and expenses incurred by the Trust in connection with the removal
and appointment of a Special



                                     -215-
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Servicer (unless such removal is based on any of the events or circumstances set
forth in Section 9.30(b)). The Trustee shall notify the Paying Agent promptly
upon its receipt of the direction set forth above.

                                   ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

         SECTION 10.1 TERMINATION OF TRUST UPON REPURCHASE OR LIQUIDATION OF ALL
MORTGAGE LOANS.

         (a) The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, the Class R-II Certificateholders
and REMIC III Certificateholders as set forth in Section 10.2 and other than the
obligations in the nature of information or tax reporting) shall terminate on
the earliest of (i) the later of (A) the final payment or other liquidation of
the last Mortgage Loan remaining in the Trust (and final distribution to the
Certificateholders) and (B) the disposition of all REO Property (and final
distribution to the Certificateholders) or (ii) the sale of the property held by
the Trust in accordance with Section 10.1(b) or (iii) the termination of the
Trust pursuant to Section 10.1(c) below; provided that in no event shall the
Trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof.

         (b) The Master Servicer shall give the Trustee and the Paying Agent
notice of the date when the Aggregate Certificate Balance of the Certificates,
after giving effect to distributions of principal made on the next Distribution
Date, is less than or equal to one percent (1%) of the initial Aggregate
Certificate Balance of the Certificates as of the Cut-Off Date. The Trustee
shall promptly forward such notice to the Depositor, the Master Servicer, the
Special Servicer and the Holders of the Class R-I Certificates, who in such
priority (and in the case of the Class R-I Certificateholders, a majority of the
Class R-I Certificateholders), may purchase, in whole only, the Mortgage Loans
and any other property, if any, remaining in the Trust. If any party desires to
exercise such option, it will notify the Trustee who will notify any party with
a prior right to exercise such option. If any party that has been provided
notice by the Trustee notifies the Trustee within ten Business Days after
receiving notice of the proposed purchase that it wishes to purchase the assets
of the Trust, then such party (or, in the event that more than one of such
parties notifies the Trustee that it wishes to purchase the assets of the Trust,
the party with the first right to purchase the assets of the Trust) may purchase
the assets of the Trust in accordance with this Agreement. Upon the Paying
Agent's receipt of the Termination Price set forth below, the Trustee shall
promptly release or cause to be released to the Master Servicer for the benefit
of the Depositor, the Holder of the majority of the Class R-I Certificates, the
Special Servicer or the Master Servicer, as the case may be, the Mortgage Files
pertaining to the Mortgage Loans. The "Termination Price" shall equal 100% of
the aggregate Principal Balances of the Mortgage Loans (other than Mortgage
Loans as to which a Final Recovery Determination has been made) on the day of
such purchase plus accrued and unpaid interest thereon at the applicable
Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the
Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due
Date for each



                                     -216-
<PAGE>

Mortgage Loan ending in the Collection Period with respect to which such
purchase occurs, plus unreimbursed Advances and interest on such unreimbursed
Advances at the Advance Rate, and the fair market value of any other property
remaining in REMIC I. The Trustee shall consult with the Placement Agents and
the Underwriters or their respective successors, as advisers, in order for the
Trustee to determine whether the fair market value of the property constituting
the Trust has been offered; provided that, if any Placement Agent or any
Underwriter or an Affiliate of the Placement Agent or the Underwriters is
exercising its right to purchase the Trust assets, the Trustee shall consult
with the Operating Adviser in order for the Trustee to determine the fair market
value, provided that the Operating Adviser is not an Affiliate of the Depositor,
the Class R-I Holder, the Special Servicer or the Master Servicer, or a third
party chosen by the Depositor unless the Depositor is bidding for such property,
or the Trustee (the fees and expenses of which shall be paid for by buyer of the
property). As a condition to the purchase of the Trust pursuant to this Section
10.1(b), the Depositor, the Holder of the majority of the Class R-I
Certificates, the Special Servicer or the Master Servicer, as the case may be,
must deliver to the Trustee an Opinion of Counsel, which shall be at the expense
of the Depositor, such Holders, the Special Servicer or the Master Servicer, as
the case may be, stating that such termination will be a "qualified liquidation"
under section 860F(a)(4) of the Code. Such purchase shall be made in accordance
with Section 10.3.

         (c) If at any time the Holders of the Class R-I Certificates own 100%
of the REMIC III Certificates such Holders may terminate REMIC I (which will in
turn result in the termination of REMIC II and REMIC III) upon (i) the delivery
to the Trustee and the Depositor of an Opinion of Counsel (which opinion shall
be at the expense of such Holders) stating that such termination will be a
"qualified liquidation" of each REMIC under Section 860F of the Code, and (ii)
the payment of any and all costs associated with such termination. Such
termination shall be made in accordance with Section 10.3.

         (d) Upon the termination of the Trust, any funds or other property held
by the grantor trust shall be distributed to the Class N Certificateholders, on
a pro rata basis, whether or not the Certificate Balance thereof has been
reduced to zero.

         SECTION 10.2 PROCEDURE UPON TERMINATION OF TRUST.

         (a) Notice of any termination pursuant to the provisions of Section
10.1, specifying the Distribution Date upon which the final distribution shall
be made, shall be given promptly by the Trustee by first class mail to the
Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III
Certificateholders mailed no later than ten days prior to the date of such
termination. Such notice shall specify (A) the Distribution Date upon which
final distribution on the Class R-I, Class R-II and REMIC III Certificates will
be made, and upon presentation and surrender of the Class R-I, Class R-II and
REMIC III Certificates at the office or agency of the Certificate Registrar
therein specified, and (B) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distribution being made only upon
presentation and surrender of the Class R-I, Class R-II and REMIC III
Certificates at the office or agency of the Certificate Registrar therein
specified. The Trustee shall give such notice to the Depositor and the
Certificate Registrar at the time such notice is given to Holders of the Class
R-I, Class R-II and REMIC III Certificates. Upon any such termination, the
duties of the Certificate Registrar with respect to the Class R-I, Class R-II
and REMIC III Certificates shall



                                     -217-
<PAGE>

terminate and the Trustee shall terminate, or request the Master Servicer and
the Paying Agent to terminate, the Certificate Account and the Distribution
Account and any other account or fund maintained with respect to the
Certificates, subject to the Paying Agent's obligation hereunder to hold all
amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in
trust without interest pending such payment.

         (b) In the event that all of the Holders do not surrender their
certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for
cancellation within three months after the time specified in the above-mentioned
written notice, the Certificate Registrar shall give a second written notice to
the remaining Class R-I, Class R-II and REMIC III Certificateholders to
surrender their certificates evidencing the Class R-I, Class R-II and REMIC III
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice any Class R-I, Class R-II
and REMIC III Certificates shall not have been surrendered for cancellation, the
Certificate Registrar may take appropriate steps to contact the remaining Class
R-I, Class R-II and REMIC III Certificateholders concerning surrender of such
certificates, and the cost thereof shall be paid out of the amounts
distributable to such Holders. If within two years after the second notice any
such Class R-I, Class R-II and REMIC III Certificates shall not have been
surrendered for cancellation, the Paying Agent shall, subject to applicable
state law relating to escheatment, hold all amounts distributable to such
Holders for the benefit of such Holders. No interest shall accrue on any amount
held by the Trustee and not distributed to a Class R-I, Class R-II and REMIC III
Certificateholders due to such Certificateholder's failure to surrender its
Certificate(s) for payment of the final distribution thereon in accordance with
this Section. Any money held by the Paying Agent pending distribution under this
Section 10.2 after 90 days after the adoption of a plan of complete liquidation
shall be deemed for tax purposes to have been distributed from the REMICs and
shall be beneficially owned by the related Holder.

         SECTION 10.3 ADDITIONAL TRUST TERMINATION REQUIREMENTS.

         (a) The Trust and each REMIC shall be terminated in accordance with the
following additional requirements, unless at the request of the Master Servicer
or the Class R-I Certificateholders, as the case may be, the Trustee seeks, and
the Paying Agent subsequently receives an Opinion of Counsel (at the expense of
the Master Servicer or the Class R-I Certificateholders, as the case may be),
addressed to the Depositor, the Trustee and the Paying Agent to the effect that
the failure of the Trust to comply with the requirements of this Section 10.3
will not (i) result in the imposition of taxes on "prohibited transactions" on
any REMIC under the REMIC Provisions or (ii) cause any REMIC Pool to fail to
qualify as a REMIC at any time that any Certificates are outstanding:

                  (i) Within 89 days prior to the time of the making of the
final payment on the REMIC III Certificates the Master Servicer shall prepare
and the Trustee (on behalf of the REMIC I Interests, REMIC II or REMIC III)
shall adopt a plan of complete liquidation of the REMIC I Pool, meeting the
requirements of a qualified liquidation under the REMIC Provisions, which plan
shall be signed by the Trustee; provided that the Trustee shall have no
obligation to determine the accuracy or adequacy of such plan of liquidation
other than that such plan of liquidation meets the requirements outlined in
Sections 10.1, 10.2 and 10.3;



                                     -218-
<PAGE>

                  (ii) At or after the time of adoption of such a plan of
complete liquidation and at or prior to the time of making of the final payment
on the REMIC III Certificates, the Trustee shall sell all of the assets of the
Trust for cash at the Termination Price; provided that if the Holders of the
Class R-I Certificates are purchasing the assets of the Trust, the amount to be
paid by such Holders may be paid net of the amount to be paid to such Holders as
final distributions on any Certificates held by such Holders;

                  (iii) At the time of the making of the final payment on the
Certificates, the Paying Agent shall distribute or credit, or cause to be
distributed or credited, (A) to the Holders of the Class R-I Certificates all
assets of REMIC I remaining after such final payment of the REMIC Interests, (B)
to the Holders of the Class R-II Certificates all remaining assets of REMIC II
and (C) to the Holders of the Class R-III Certificates all remaining assets of
REMIC III (in each case other than cash retained to meet claims), and the Trust
shall terminate at that time; and

                  (iv) In no event may the final payment on the REMIC I Regular
Interests, REMIC II Regular Interests or REMIC Regular Certificates or the final
distribution or credit to the Holders of the Residual Certificates,
respectively, be made after the 89th day from the date on which the plan of
complete liquidation is adopted.

         (b) By their acceptance of the Class R-I, Class R-II or R-III
Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee
to take such action as may be necessary to adopt a plan of complete liquidation
of the REMIC Pool and (ii) agree to take such other action as may be necessary
to adopt a plan of complete liquidation of the Trust upon the written request of
the Depositor, which authorization shall be binding upon all successor Class
R-I, Class R-II and Class R-III Certificateholders, respectively.

         (c) On the final federal income tax return for each REMIC Pool, the
Paying Agent shall attach a statement specifying the date of the adoption of the
plan of liquidation.

                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

         The provisions of this Article XI shall apply to each of the REMIC I
Regular Interests, REMIC II Regular Interests, REMIC Regular Certificateholders
and Residual Certificateholders to the extent appropriate.

         SECTION 11.1 LIMITATION ON RIGHTS OF HOLDERS.

         (a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or take any action or
proceeding in any court for a partition or



                                     -219-
<PAGE>

winding up of the Trust, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

         (b) Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner otherwise control the Master Servicer or
operation and management of the Trust, or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association, nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

         (c) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement unless the
Holders of Certificates evidencing not less than 50% of the Aggregate Principal
Amount of the Certificates then outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty days after its receipt
of such notice, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding and no direction inconsistent
with such written request has been given the Trustee during such sixty-day
period by such Certificateholders; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

         SECTION 11.2 ACCESS TO LIST OF HOLDERS.

         (a) If the Paying Agent is not acting as Certificate Registrar, the
Certificate Registrar will furnish or cause to be furnished to the Trustee and
the Paying Agent, within fifteen days after receipt by the Certificate Registrar
of a request by the Trustee or the Paying Agent, as the case may be, in writing,
a list, in such form as the Trustee or the Paying Agent, as the case may be, may
reasonably require, of the names and addresses of the Certificateholders of each
Class as of the most recent Record Date.

         (b) If the Depositor, the Operating Adviser, the Special Servicer, the
Master Servicer, the Trustee or three or more Holders (hereinafter referred to
as "applicants," with a single Person which (together with its Affiliates) is
the Holder of more than one Class of Certificates being viewed as a single
"applicant" for these purposes) apply in writing to the Paying Agent and such
application states that the applicants desire to communicate with other



                                     -220-
<PAGE>

Holders with respect to their rights under this Agreement or under the
Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Paying Agent shall, within five
Business Days after the receipt of such application, send, at such Person's
expense, the written communication proffered by the applicants to all
Certificateholders at their addresses as they appear in the Certificate
Register.

         (c) Every Holder, by receiving and holding a Certificate, agrees with
the Depositor, the Certificate Registrar, the Paying Agent, the Master Servicer
and the Trustee that neither the Depositor, the Certificate Registrar, the
Paying Agent, the Master Servicer nor the Trustee shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Certificateholders hereunder, regardless of the source from which such
information was derived.

         SECTION 11.3 ACTS OF HOLDERS OF CERTIFICATES.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Depositor and
the Paying Agent. Such instrument or instruments (as the action embodies therein
and evidenced thereby) are herein sometimes referred to as an "Act" of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agents shall be sufficient for
any purpose of this Agreement and conclusive in favor of the Trustee, the
Depositor and the Paying Agent, if made in the manner provided in this Section.
The Trustee agrees to promptly notify the Depositor of any such instrument or
instruments received by it, and to promptly forward copies of the same.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments or deeds, certifying that the individual signing
such instrument or writing acknowledged to such notary public or other officer
the execution thereof. Whenever such execution is by an officer of a corporation
or a member of a partnership on behalf of such corporation or partnership, such
certificate or affidavit shall also constitute sufficient proof of such
officer's or member's authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

         (c) The ownership of Certificates (notwithstanding any notation of
ownership or other writing thereon made by anyone other than the Trustee) shall
be proved by the Certificate Register, and neither the Trustee nor the Depositor
nor the Paying Agent shall be affected by any notice to the contrary.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or



                                     -221-
<PAGE>

in exchange therefor or in lieu thereof, in respect of anything done, omitted or
suffered to be done by the Trustee, the Paying Agent or the Depositor in
reliance thereon, whether or not notation of such action is made upon such
Certificate.

                                  ARTICLE XII

                              REMIC ADMINISTRATION

         The provisions of this Article XII shall apply to each REMIC Pool.

         SECTION 12.1 REMIC ADMINISTRATION.

         (a) An election will be made by the Paying Agent on behalf of the
Trustee to treat the segregated pool of assets consisting of the Mortgage Loans,
such amounts as shall from time to time be held in the Certificate Account and
the Distribution Account, the Insurance Policies and any REO Properties as a
REMIC under the Code. Such election will be made on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
REMIC I Interests are issued. For purposes of such election, the REMIC I Regular
Interests shall each be designated as a separate class of "regular interests" in
the REMIC I and the Class R-I Certificates shall be designated as the sole class
of "residual interests" in the REMIC I. The Trustee and the Paying Agent shall
not permit the creation of any "interests" (within the meaning of Section 860G
of the Code) in any of the REMICs other than the REMIC I Regular Interests, the
REMIC II Regular Interests, the REMIC Regular Certificates and the Residual
Certificates.

         An election will be made by the Paying Agent to treat the segregated
pool of assets consisting of the REMIC I Regular Interests as a REMIC under the
Code. Such election will be made on Form 1066 or other appropriate federal tax
or information return or any appropriate state return for the taxable year
ending on the last day of the calendar year in which the REMIC II Interest is
issued. For the purposes of such election, the REMIC II Regular Interests shall
be designated as the "regular interests" in REMIC II and the Class R-II
Certificates shall be designated as the sole class of the "residual interests"
in REMIC II.

         An election will be made by the Paying Agent to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a REMIC under the
Code. Such election will be made on Form 1066 or other appropriate federal tax
or information return or any appropriate state return for the taxable year
ending on the last day of the calendar year in which the REMIC III Certificates
are issued. For purposes of such election, the Class A-1, Class A-2, Class A-3,
Class A-4, Class X-1, Class X-2, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M and Class N Certificates
shall be designated as the "regular interests" in REMIC III and the Class R-III
Certificates shall be designated as the sole class of "residual interests" in
REMIC III.

         (b) The Closing Date is hereby designated as the "Startup Day" of each
REMIC Pool within the meaning of Section 860G(a)(9) of the Code.



                                     -222-
<PAGE>


         The assets of the Trust consisting of the right to any Excess Interest
in respect of the ARD Loans and the Excess Interest Sub-account shall be held by
the Trustee for the benefit of the Holders of the Class N Grantor Trust Interest
represented by the Class N Certificates, which Class N Certificates, in the
aggregate, will evidence 100% beneficial ownership of such assets (the "grantor
trust assets") from and after the Closing Date. It is intended that the portion
of the Trust consisting of the grantor trust assets will be treated as a grantor
trust for federal income tax purposes, and each of the parties to this Agreement
agrees that it will not take any action that is inconsistent with establishing
or maintaining such treatment. The Trustee shall hold the grantor trust assets
separate and apart from the assets of REMIC I, REMIC II and REMIC III.

         (c) The Paying Agent shall pay all routine tax related expenses (not
including any taxes, however denominated, including any additions to tax,
penalties and interest) of each REMIC Pool, excluding any professional fees or
extraordinary expenses related to audits or any administrative or judicial
proceedings with respect to each REMIC Pool that involve the Internal Revenue
Service or state tax authorities.

         (d) The Paying Agent shall cause to be prepared, signed, and timely
filed with the Internal Revenue Service, on behalf of each REMIC Pool, an
application for a taxpayer identification number for such REMIC Pool on Internal
Revenue Service Form SS-4. The Paying Agent, upon receipt from the Internal
Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall
promptly forward a copy of such notice to the Depositor and the Master Servicer.
The Paying Agent shall prepare and file Form 8811 on behalf of each REMIC Pool
and shall designate an appropriate Person to respond to inquiries by or on
behalf of Certificateholders for original issue discount and related information
in accordance with applicable provisions of the Code.

         (e) The Paying Agent shall prepare and file all of each REMIC Pool's
federal and state income or franchise tax and information returns as such REMIC
Pool direct representative; the expenses of preparing such returns shall be
borne by the Paying Agent and the cost of filing such returns shall be borne by
the applicable REMIC Pool, except that if additional state tax returns are
required to be filed in more than three states, the Paying Agent shall be
entitled, with respect to any such additional filings, to (i) be paid a
reasonable fee and (ii) receive its reasonable costs and expenses, both as
amounts reimbursable pursuant to Section 5.2(a)(vi) hereof. The Depositor, the
Master Servicer and the Special Servicer shall provide on a timely basis to the
Paying Agent or its designee such information with respect to the Trust or any
REMIC Pool as is in its possession, which the Depositor or the Master Servicer
and the Special Servicer has received or prepared by virtue of its role as
Depositor or Master Servicer and the Special Servicer hereunder and reasonably
requested by the Paying Agent to enable it to perform its obligations under this
subsection, and the Paying Agent shall be entitled to conclusively rely on such
information in the performance of its obligations hereunder. The Depositor shall
indemnify the Trust, the Trustee, the Paying Agent and the Fiscal Agent for any
liability or assessment against any of them or cost or expense (including
attorneys' fees) incurred by them resulting from any error resulting from bad
faith, negligence, or willful malfeasance of the Depositor in providing any
information for which the Depositor is responsible for preparing. The Master
Servicer and the Special Servicer shall indemnify the Trustee, the Fiscal Agent,
the Paying Agent and the Depositor for any liability or assessment against the
Trustee, the Fiscal



                                     -223-
<PAGE>

Agent, the Depositor, the Paying Agent or any REMIC Pool and any expenses
incurred in connection with such liability or assessment (including attorneys'
fees) resulting from any error in any of such tax or information returns
resulting from errors in the information provided by the Master Servicer or the
Special Servicer, as the case may, be or caused by the negligence, willful
misconduct or bad faith of the Master Servicer or the Special Servicer, as the
case may be. The Paying Agent shall indemnify the Master Servicer, the Depositor
or any REMIC Pool for any expense incurred by the Master Servicer, the Depositor
and any REMIC Pool resulting from any error in any of such tax or information
returns resulting from errors in the preparation of such returns caused by the
negligence, willful misconduct or bad faith of the Paying Agent. Each
indemnified party shall immediately notify the indemnifying party or parties of
the existence of a claim for indemnification under this Section 12.1(e), and
provide the indemnifying party or parties, at the expense of such indemnifying
party or parties, an opportunity to contest the tax or assessment or expense
giving rise to such claim, provided that the failure to give such notification
rights shall not affect the indemnification rights in favor of any REMIC Pool
under this Section 12.1(e). Any such indemnification shall survive the
resignation or termination of the Master Servicer, the Paying Agent or the
Special Servicer, or the termination of this Agreement.

         (f) The Paying Agent shall perform on behalf of each REMIC all
reporting and other tax compliance duties that are the responsibility of such
REMIC Pool under the Code, REMIC Provisions, or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, the Paying Agent shall provide (i) to the Internal Revenue
Service or other Persons (including, but not limited to, the Transferor of a
Residual Certificate, to a Disqualified Organization or to an agent that has
acquired a Residual Certificate on behalf of a Disqualified Organization) such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any Disqualified Organization and (ii) to
the Certificateholders such information or reports as are required by the Code
or REMIC Provisions.

         (g) The Paying Agent shall forward to the Depositor copies of quarterly
and annual REMIC tax returns and Internal Revenue Service Form 1099 information
returns and such other information within the control of the Paying Agent as the
Depositor may reasonably request in writing. Moreover, the Paying Agent shall
forward to each Certificateholder such forms and furnish such information within
its control as are required by the Code to be furnished to them, shall prepare
and file with the appropriate state authorities as may to the actual knowledge
of a Responsible Officer of the Paying Agent be required by applicable law and
shall prepare and disseminate to Certificateholders Internal Revenue Service
Forms 1099 (or otherwise furnish information within the control of the Paying
Agent) to the extent required by applicable law. The Paying Agent will make
available to any Certificateholder any tax related information required to be
made available to Certificateholders pursuant to the Code and any regulations
thereunder.

         (h) The Holder of more than 50% of the Percentage Interests in Class
R-I, Class R-II and Class R-III Certificates, respectively (or of the greatest
percentage of such Class R-I, Class R-II and Class R-III Certificates if no
Holder holds more than 50% thereof), shall be the applicable REMIC's Tax Matters
Person. The duties of the Tax Matters Person for each of the REMIC Pools are
hereby delegated to the Paying Agent and each Residual Certificateholder, by
acceptance of its Residual Certificate, agrees, on behalf of itself and all
successor holders of



                                     -224-
<PAGE>

such Residual Certificate, to such delegation to the Paying Agent as their agent
and attorney in fact. If the Code or applicable regulations prohibits the Paying
Agent from signing any applicable Internal Revenue Service, court or other
administrative documents or from acting as Tax Matters Person (as an agent or
otherwise), the Paying Agent shall take whatever action is necessary for the
signing of such documents and designation of a Tax Matters Person, including the
designation of such Residual Certificateholder. The Paying Agent shall not be
required to expend or risk its own funds or otherwise incur any other financial
liability in the performance of its duties hereunder or in the exercise of any
of its rights or powers (except to the extent of the ordinary expenses of
performing its duties under this Agreement), if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

         (i) The Trustee, the Paying Agent, the Holders of the Residual
Certificates, the Master Servicer and the Special Servicer shall each exercise
reasonable care, to the extent within its control, and with respect to each of
the Trustee, Paying Agent, the Master Servicer and the Special Servicer, within
the scope of its express duties, and shall each act in accordance with this
Agreement and the REMIC Provisions in order to create and maintain the status of
each REMIC Pool as a REMIC or, as appropriate, adopt a plan of complete
liquidation.

         (j) The Trustee, the Paying Agent, the Master Servicer, the Special
Servicer, the Fiscal Agent and the Holders of Residual Certificates shall not
take any action or fail to take any action or cause any REMIC Pool to take any
action or fail to take any action if any of such persons knows or could, upon
the exercise of reasonable diligence, know, that, under the REMIC Provisions
such action or failure, as the case may be, could (i) endanger the status of any
REMIC Pool as a REMIC or (ii) result in the imposition of a tax upon any REMIC
Pool (including but not limited to the tax on prohibited transactions as defined
in Code Section 860F(a)(2)) unless the Trustee and the Paying Agent have
received an Opinion of Counsel (at the expense of the party seeking to take such
action) to the effect that the contemplated action will not endanger such status
or result in the imposition of such a tax. Any action required under this
section which would result in an unusual or unexpected expense shall be
undertaken at the expense of the party seeking the Trustee, the Paying Agent or
the Holders of the Residual Certificates to undertake such action.

         (k) In the event that any tax is imposed on REMIC I, REMIC II or REMIC
III, including, without limitation, "prohibited transactions" taxes as defined
in Section 860F(a)(2) of the Code, any tax on "net income from foreclosure
property" as defined in Section 860G(c) of the Code, any taxes on contributions
to REMIC I, REMIC II or REMIC III after the Startup Day pursuant to Section
860G(d) of the Code, and any other tax imposed by the Code or any applicable
provisions of state or local tax laws (other than any tax permitted to be
incurred by the Special Servicer pursuant to Section 9.14(e)), such tax,
together with all incidental costs and expenses (including, without limitation,
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i)
the Paying Agent, if such tax arises out of or results from a breach of any of
its obligations under this Agreement; (ii) the Special Servicer, if such tax
arises out of or results from a breach by the Special Servicer of any of its
obligations under this Agreement; (iii) the Master Servicer, if such tax arises
out of or results from a breach by the Master Servicer of any of its obligations
under this Agreement; (iv) the Fiscal Agent, if such tax arises out of or
results from a breach by the Fiscal Agent of any of its obligations under this
Agreement; and (v)



                                     -225-
<PAGE>

the Trust in all other instances. Any tax permitted to be incurred by the
Special Servicer pursuant to Section 9.14(e) shall be charged to and paid by the
Trust from the net income generated on the related REO Property. Any such
amounts payable by the Trust in respect of taxes shall be paid by the Paying
Agent out of amounts on deposit in the Distribution Account.

         (l) The Paying Agent and, to the extent that records are maintained by
the Master Servicer or the Special Servicer in the normal course of its
business, the Master Servicer and the Special Servicer shall, for federal income
tax purposes, maintain books and records with respect to each REMIC Pool on a
calendar year and on an accrual basis. Notwithstanding anything to the contrary
contained herein, except to the extent provided otherwise in the Mortgage Loans
or in the Mortgages, all amounts collected on the Mortgage Loans shall, for
federal income tax purposes, be allocated first to interest due and payable on
the Mortgage Loans (including interest on overdue interest, other than
additional interest at a penalty rate payable following a default). The books
and records must be sufficient concerning the nature and amount of each REMIC
Pool's investments to show that such REMIC Pool has complied with the REMIC
Provisions.

         (m) Neither the Trustee, the Paying Agent, the Master Servicer nor the
Special Servicer shall enter into any arrangement by which any REMIC Pool will
receive a fee or other compensation for services.

         (n) In order to enable the Paying Agent to perform its duties as set
forth herein, the Depositor shall provide, or cause to be provided, to the
Paying Agent within ten (10) days after the Closing Date all information or data
that the Paying Agent reasonably determines to be relevant for tax purposes on
the valuations and offering prices of the Certificates, including, without
limitation, the yield, prepayment assumption, issue prices and projected cash
flows of the Certificates, as applicable, and the projected cash flows of the
Mortgage Loans. Thereafter, the Depositor shall provide to the Paying Agent or
its designee, promptly upon request therefor, any such additional information or
data within the Depositor's possession or knowledge that the Paying Agent may,
from time to time, reasonably request in order to enable the Paying Agent to
perform its duties as set forth herein. The Paying Agent is hereby directed to
use any and all such information or data provided by the Depositor in the
preparation of all federal and state income or franchise tax and information
returns and reports for each REMIC Pool to Certificateholders as required
herein. The Depositor hereby indemnifies the Trustee, the Paying Agent, the
Fiscal Agent, and each REMIC Pool for any losses, liabilities, damages, claims,
expenses (including attorneys' fees) or assessments against the Trustee, the
Paying Agent, the Fiscal Agent and each REMIC Pool arising from any errors or
miscalculations of the Paying Agent pursuant to this Section that result from
any failure of the Depositor to provide, or to cause to be provided, accurate
information or data to the Paying Agent (but not resulting from the methodology
employed by the Paying Agent) on a timely basis and such indemnification shall
survive the termination of this Agreement and the termination or resignation of
the Paying Agent and the Fiscal Agent.

         The Paying Agent agrees that all such information or data so obtained
by it are to be regarded as confidential information and agrees that it shall
use its best reasonable efforts to retain in confidence, and shall ensure that
its officers, employees and representatives retain in confidence, and shall not
disclose, without the prior written consent of the Depositor, any or all



                                     -226-
<PAGE>

of such information or data, or make any use whatsoever (other than for the
purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally
available to the public (other than as a result of a breach of this Section
12.1(n)) or is required by law or applicable regulations to be disclosed or is
disclosed (i) to independent auditors and accountants, counsel and other
professional advisers of the Paying Agent and its parent, or (ii) in connection
with its rights and obligations under this Agreement.

         (o) At all times as may be required by the Code, the Master Servicer
will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of REMIC
I as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.

         (p) For the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" for each Class of Certificates
representing a regular interest in REMIC III, for each Class of REMIC I Regular
Interests and for each Class of REMIC II Regular Interests is the Final Rated
Distribution Date.

         SECTION 12.2 PROHIBITED TRANSACTIONS AND ACTIVITIES. Neither the
Trustee, the Paying Agent, the Master Servicer nor the Special Servicer shall
permit the sale, disposition or substitution of any of the Mortgage Loans
(except in a disposition pursuant to (i) the foreclosure or default of a
Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the
termination of any REMIC Pool in a "qualified liquidation" as defined in Section
860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof),
nor acquire any assets for the Trust, except as provided in Article II hereof,
nor sell or dispose of any investments in the Certificate Account or
Distribution Account for gain, nor accept any contributions to any REMIC Pool
(other than a cash contribution during the 3-month period beginning on the
Startup Day), unless it has received an Opinion of Counsel (at the expense of
the Person requesting such action) to the effect that such disposition,
acquisition, substitution, or acceptance will not (A) affect adversely the
status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the
Residual Certificates, as the regular interests therein, (B) affect the
distribution of interest or principal on the Certificates, (C) result in the
encumbrance of the assets transferred or assigned to any REMIC Pool (except
pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be
subject to a tax on "prohibited transactions" or "prohibited contributions" or
other tax pursuant to the REMIC Provisions.

         SECTION 12.3 MODIFICATIONS OF MORTGAGE LOANS. Notwithstanding anything
to the contrary in this Agreement, neither the Trustee, the Paying Agent, the
Master Servicer nor the Special Servicer shall permit any modification of a
Money Term of a Mortgage Loan or a Specially Serviced Mortgage Loan unless (i)
the Trustee, the Special Servicer, Paying Agent and the Master Servicer have
received a Nondisqualification Opinion or a ruling from the Internal Revenue
Service (at the expense of the party making the request that the Master Servicer
or the Special Servicer modify the Mortgage Loan or a Specially Serviced
Mortgage Loan) to the effect that such modification would not be treated as an
exchange pursuant to Section 1001 of the Code (or, if it would be so treated,
would not be treated as a "significant modification" for purposes of



                                     -227-
<PAGE>

Treas. Reg. Sec. 1.860G-2(B) of the Code) or (ii) such modification meets the
requirements set forth in Sections 8.18 or 9.5.

         SECTION 12.4 LIABILITY WITH RESPECT TO CERTAIN TAXES AND LOSS OF REMIC
STATUS. In the event that any REMIC Pool fails to qualify as a REMIC, loses its
status as a REMIC, or incurs state or local taxes, or tax as a result of a
prohibited transaction or prohibited contribution subject to taxation under the
REMIC Provisions due to the negligent performance by either the Trustee or the
Paying Agent of its respective duties and obligations set forth herein, the
Trustee or the Paying Agent, as the case may be, shall be liable to the REMIC
Pools and the Holders of the Residual Certificates for any and all losses,
claims, damages, liabilities or expenses ("Losses") resulting from such
negligence and relating to the Residual Certificates; provided, however, that
the Trustee, or the Paying Agent, as applicable, shall not be liable for any
such Losses attributable to the action or inaction of the Master Servicer, the
Special Servicer, the Trustee (with respect to the Paying Agent), the Paying
Agent (with respect to the Trustee), the Depositor or the Holders of such
Residual Certificates nor for any such Losses resulting from any actions or
failure to act based upon reliance on an Opinion of Counsel or from
misinformation provided by the Master Servicer, the Special Servicer, the
Trustee (with respect to the Paying Agent), the Paying Agent (with respect to
the Trustee), the Depositor or such Holders of the Residual Certificates on
which the Trustee or the Paying Agent, as the case may be, has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holders of the Residual Certificates now or hereafter existing at law or in
equity. The Trustee or the Paying Agent shall be entitled to intervene in any
litigation in connection with the foregoing and to maintain control over its
defense.

         SECTION 12.5 GRANTOR TRUST REPORTING. The parties intend that the
portions of the Trust consisting of Excess Interest and the Excess Interest
Sub-account shall constitute, and that the affairs of the Trust (exclusive of
the REMIC Pools) 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 Paying
Agent shall furnish or cause to be furnished to the Class N Certificateholders
and shall file, or cause to be filed with the Internal Revenue Service, together
with Form 1041 or such other form as may be applicable, information returns with
respect to income relating to their share of Excess Interest and, at the time or
times and in the manner required by the Code.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

         SECTION 13.1 BINDING NATURE OF AGREEMENT. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

         SECTION 13.2 ENTIRE AGREEMENT. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous agreements,
understandings, inducements and



                                     -228-
<PAGE>

conditions, express or implied, oral or written, of any nature whatsoever with
respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.

         SECTION 13.3 AMENDMENT.

         (a) This Agreement may be amended from time to time by the parties
hereto, without notice to or the consent of any of the Holders, (i) to cure any
ambiguity, (ii) to cause the provisions herein to conform to or be consistent
with or in furtherance of the statements made with respect to the Certificates,
the Trust or this Agreement in the Private Placement Memorandum, the Preliminary
Prospectus Supplement, the Final Prospectus Supplement or the Prospectus, or to
correct or supplement any provision herein which may be inconsistent with any
other provisions herein, (iii) to amend any provision hereof to the extent
necessary or desirable to maintain the status of each REMIC Pool as a REMIC for
the purposes of federal income tax law (or comparable provisions of state income
tax law), (iv) to make any other provisions with respect to matters or questions
arising under or with respect to this Agreement not inconsistent with the
provisions hereof, (v) to modify, add to or eliminate the provisions of Article
III relating to transfers of Residual Certificates or (vi) any other amendment
which does not adversely affect in any material respect the interests of any
Certificateholder (unless such Certificateholder consents). No such amendment
effected pursuant to clause (i), (ii) or (iv) of the preceding sentence shall
(A) adversely affect in any material respect the interests of any Holder not
consenting thereto, and no amendment shall adversely affect the status of any
REMIC Pool as a REMIC without the consent of 100% of the Certificateholders or
(B) adversely affect the status of any REMIC Pool as a REMIC. Prior to entering
into any amendment without the consent of Holders pursuant to this paragraph,
the Trustee may require an Opinion of Counsel and a Nondisqualification Opinion
(in the case of clauses (i), (ii) and (iii), at the expense of the Depositor,
and otherwise at the expense of the party requesting such amendment, except that
if the Trustee requests such amendment, such amendment shall be at the expense
of the Depositor, if the Depositor consents), to the effect that such amendment
is permitted under this paragraph. Any such amendment shall be deemed not to
adversely affect in any material economic respect any Holder if the Trustee
receives a Rating Agency Confirmation from each Rating Agency (and any Opinion
of Counsel requested by the Trustee in connection with any such amendment may
rely expressly on such confirmation as the basis therefor). The placement of an
"original issue discount" legend on, or any change required to correct any such
legend previously placed on, a Certificate shall not be deemed an amendment to
this Agreement.

         (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto (without the consent of the Certificateholders)
and with the written confirmation of the Rating Agencies that such amendment
would not cause the ratings on any Class of Certificates to be qualified,
withdrawn or downgraded; provided, however, that such amendment may not effect
any of the items set forth in clauses (i) through (iv) of the proviso in
paragraph (c) of this Section 13.3. The Trustee may request, at its option, to
receive a Nondisqualification Opinion and an Opinion of Counsel that any
amendment pursuant to this Section 13.3(b) is permitted by this Agreement at the
expense of the party requesting the amendment.



                                     -229-
<PAGE>

         (c) This Agreement may also be amended from time to time by the parties
with the consent of the Holders of not less than 51% of the Aggregate
Certificate Balance of the Certificates then outstanding, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders; provided that no such amendment may (i) reduce in any manner the amount
of, or delay the timing of the distributions required to be made on any
Certificate without the consent of the Holder of such Certificate, (ii) reduce
the aforesaid percentages of Aggregate Certificate Percentage or Certificate
Balance, the Holders of which are required to consent to any such amendment
without the consent of all the Holders of each Class of Certificates affected
thereby, (iii) no such amendment shall eliminate the Master Servicer's, the
Special Servicer's, the Trustee's or the Fiscal Agent's obligation to Advance or
alter the Servicing Standard except as may be necessary or desirable to comply
with the REMIC Provisions or (iv) adversely affect the status of any REMIC Pool
as a REMIC for federal income tax purposes (as evidenced by a
Nondisqualification Opinion) without the consent of 100% of the
Certificateholders (including the Class R-I, Class R-II and Class R-III
Certificateholders); provided that no such amendment may modify Section 8.18 of
this Agreement without Rating Agency Confirmation. The Trustee may request, at
its option, to receive a Nondisqualification Opinion and an Opinion of Counsel
that any amendment pursuant to this Section 13.3(c) is permitted by this
Agreement at the expense of the party requesting the amendment.

         (d) The costs and expenses associated with any such amendment shall be
borne by the Depositor in the case the Trustee is the party requesting such
amendment or if pursuant to clauses (i), (ii) and (iii) of Section 13.3(a). In
all other cases, the costs and expenses shall be borne by the party requesting
the amendment.

         (e) Promptly after the execution of any such amendment, the Trustee
shall furnish written notification of the substance of such amendment to each
Holder, the Depositor and to the Rating Agencies.

         (f) It shall not be necessary for the consent of Holders under this
Section 13.3 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be in the affirmative and in writing and
shall be subject to such reasonable regulations as the Trustee may prescribe.

         (g) Notwithstanding anything to the contrary contained in this Section
13.3, the parties hereto agree that this Agreement may not be amended in any
manner that is reasonably likely to have an adverse effect on any Primary
Servicer without first obtaining the written consent of such Primary Servicer.

         SECTION 13.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED
IN NEW YORK.



                                     -230-
<PAGE>

         SECTION 13.5 NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given when received by
(A) in the case of the Depositor, Morgan Stanley Dean Witter Capital I Inc, 1585
Broadway, New York, New York 10036, Attention: Cecilia Tarrant, with a copy to:
Morgan Stanley Dean Witter Capital I Inc, 1585 Broadway, New York, New York
10036, Attention: General Counsel; (B) in the case of the Trustee and the Fiscal
Agent at the Corporate Trust Office; (C) in the case of the Master Servicer,
Wells Fargo Bank, National Association, 45 Fremont Street, 2nd Floor, San
Francisco, California 94105, Attention: Commercial Mortgage Servicing, with a
copy to Robert F. Darling, Esq., Wells Fargo Bank, National Association, 633
Folsom Street, 7th Floor, San Francisco, California 94111; (D) in the case of
the Special Servicer, GMAC Commercial Mortgage Corporation, 550 California
Street, 12th Floor, San Francisco, California 94104, Attention: Henry Bieber
(with a copy to General Counsel at such address) in the case of Principal,
Principal Capital Management, LLC, 801 Grand Avenue, Des Moines Iowa 50392,
Attention: Patrick Halter, with a copy to Karen Pearston, Esq.; (E) in the case
of JHREF, John Hancock Real Estate Finance, Inc., 200 Clarendon Street, Boston,
Massachusetts 02117, Attention: Barry Nectow, Senior Vice President, with copies
to the attention of Michael M. Epstein, Esq. and Nathaniel I. Margolis, Esq.;
(F) in the case of BSF, Bear, Stearns Funding, Inc., 245 Park Avenue, New York,
New York 10167, Attention: J. Christopher Hoeffel, Senior Managing Director,
Commercial Mortgage Department, with copies to the attention of Joseph T.
Jurkowski, Jr., Managing Director, Legal Department (G) in the case of MSDWMC,
Morgan Stanley Dean Witter Mortgage Capital Inc., 1585 Broadway, New York, New
York 10036, Attention: Russell Rahbany, with a copy to: Morgan Stanley Dean
Witter Capital I Inc., 1585 Broadway, New York, New York 10036, Attention:
General Counsel, (H) in the case of the Operating Adviser, GMAC Commercial
Mortgage Corporation, Attention: Shari Figi, 550 California Street, 12th Floor,
San Francisco, California, 94104 or (I) in the case of the Paying Agent, Wells
Fargo Bank Minnesota, National Association, 11000 Broken Land Parkway, Columbia,
Maryland 21044-3562, Attention: Corporate Trust Services (CMBS) Morgan Stanley
Capital I Inc., Series 2001-TOP1; or as to each party such other address as may
hereafter be furnished by such party to the other parties in writing. Any notice
required or permitted to be mailed to a Holder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice.

         SECTION 13.6 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

         SECTION 13.7 INDULGENCES; NO WAIVERS. Neither the failure nor any delay
on the part of a party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any other right, remedy, power or privilege,
nor shall any waiver of any right, remedy, power or privilege with respect to
any occurrence be construed as a waiver of such right, remedy, power or
privilege with respect to any


                                     -231-
<PAGE>

other occurrence. No waiver shall be effective unless it is in writing and is
signed by the party asserted to have granted such waiver.

         SECTION 13.8 HEADINGS NOT TO AFFECT INTERPRETATION. The headings
contained in this Agreement are for convenience of reference only, and shall not
be used in the interpretation hereof.

         SECTION 13.9 BENEFITS OF AGREEMENT. Nothing in this Agreement or in the
Certificates, express or implied, shall give to any Person, other than the
parties to this Agreement (including the Primary Servicers to the extent
applicable to such Primary Servicer) and their successors hereunder and the
Holders of the Certificates, any benefit or any legal or equitable right, power,
remedy or claim under this Agreement; provided, however, that (i) the 2000-WF2
Servicer shall be a third-party beneficiary with respect to its rights specified
in Section 4.4(b) and Section 8.25(e), (ii) the 2000-WF2 Special Servicer shall
be a third-party beneficiary with respect to its rights specified in Section
9.24(d) and (iii) the Mortgagors set forth on Schedule VIII hereto are intended
third-party beneficiaries of the sixth paragraph of Section 2.3(a).

         SECTION 13.10 SPECIAL NOTICES TO THE RATING AGENCIES.

         (a) The Trustee shall give prompt notice to the Rating Agencies,
Special Servicer and the Operating Adviser of the occurrence of any of the
following events of which it has notice:

                  (i) any amendment to this Agreement pursuant to Section 13.3
hereof;

                  (ii) the Interim Certification and the Final Certification
required pursuant to Section 2.2 hereof;

                  (iii) notice of the repurchase of any Mortgage Loan pursuant
to Section 2.3(a) hereof;

                  (iv) any resignation of the Master Servicer, Special Servicer,
the Paying Agent, the Operating Adviser or the Trustee pursuant to this
Agreement;

                  (v) the appointment of any successor to the Master Servicer,
the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the
Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof;

                  (vi) waiver of a due-on-sale clause as provided in Section
8.7;



                                     -232-
<PAGE>

                  (vii) waiver of a prohibition on subordinate liens on the
Mortgaged Properties;

                  (viii) the making of a final payment pursuant to Section 10.3
hereof; and

                  (ix) a Servicing Transfer Event.

         (b) All notices to the Rating Agencies shall be in writing and sent by
first class mail, telecopy or overnight courier, as follows:


                  If to S&P, to:

                  Standard & Poor's Ratings Services.
                  55 Water Street
                  New York, NY 10041
                  Attention:        Commercial Mortgage Surveillance Manager


                  If to Fitch, to:

                  Fitch, Inc.
                  One State Street Plaza
                  New York, NY 10004
                  Attention:        Commercial Mortgage Surveillance


         If to any other Rating Agency, at such address as shall be provided in
writing to the Depositor by such Rating Agency.

         (c) The Trustee, or in the case of clauses (i) and (ii), the successor
trustee shall give prompt notice to the Rating Agencies of the occurrence of any
of the following events:

                  (i) the resignation or removal of the Trustee pursuant to
Section 7.6; or

                  (ii) the appointment of a successor trustee pursuant to
Section 7.7; or

                  (iii) the appointment of a successor Operating Adviser
pursuant to Section 9.37.

         (d) The Master Servicer shall deliver to the Rating Agencies and the
Depositor any other information as reasonably requested by the Rating Agencies
and the


                                     -233-
<PAGE>

Depositor, and shall deliver to the Primary Servicers and the Special Servicer
each of the reports required to be delivered by the Master Servicer to the
Primary Servicers and the Special Servicer pursuant to the terms of this
Agreement. The Trustee, the Paying Agent and the Special Servicer shall deliver
to the Rating Agencies and the Depositor any information as reasonably requested
by the Rating Agencies and Depositor, as the case may be.

         (e) Any notice or other document required to be delivered or mailed by
the Depositor, Master Servicer, Paying Agent or Trustee shall be given by such
parties, respectively, on a best efforts basis and only as a matter of courtesy
and accommodation to the Rating Agencies, unless otherwise specifically required
herein, and such parties, respectively, shall have no liability for failure to
deliver any such notice or document to the Rating Agencies.

         SECTION 13.11 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument.

         SECTION 13.12 INTENTION OF PARTIES. It is the express intent of the
parties hereto that the conveyance of the Mortgage Loans and related rights and
property to the Trustee, for the benefit of the Certificateholders, by the
Depositor as provided in Section 2.1 be, and be construed as, an absolute sale
of the Mortgage Loans and related property. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Depositor to the Trustee to secure a debt or other
obligation of the Depositor. However, in the event that, notwithstanding the
intent of the parties, the Mortgage Loans or any related property is held to be
the property of the Depositor, or if for any other reason this Agreement is held
or deemed to create a security interest in the Mortgage Loans or any related
property, then this Agreement shall be deemed to be a security agreement; and
the conveyance provided for in Section 2.1 shall be deemed to be a grant by the
Depositor to the Trustee, for the benefit of the Certificateholders, of a
security interest in all of the Depositor's right, title, and interest, whether
now owned or hereafter acquired, in and to:

              (i) All accounts, general intangibles, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit and investment property consisting of, arising from or
relating to any of the property described in clauses (1)-(4) below: (1) the
Mortgage Loans, including the related Mortgage Notes, Mortgages, security
agreements, and title, hazard and other insurance policies identified on the
Mortgage Loan Schedule, including all Qualified Substitute Mortgage Loans, all
distributions with respect thereto payable on and after the Cut-Off Date, and
the Mortgage Files; (2) the Distribution Account, all REO Accounts, and the
Certificate Account, including all property therein and all income from the
investment of funds therein (including any accrued discount realized on
liquidation of any investment purchased at a discount); (3) the REMIC I Regular
Interests and the REMIC II Regular Interests; and (4) the Mortgage Loan Purchase
Agreements;

              (ii) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of


                                     -234-
<PAGE>

credit, investment property, and other rights arising from or by virtue of
the disposition of, or collections with respect to, or insurance proceeds
payable with respect to, or claims against other Persons with respect to, all or
any part of the collateral described in clause (A) above (including any accrued
discount realized on liquidation of any investment purchased at a discount); and


         All cash and non-cash proceeds of the collateral described in clauses
(i) and (ii) above.

         The possession by the Trustee of the Mortgage Notes, the Mortgages and
such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser for purposes of
perfecting the security interest pursuant to the Uniform Commercial Code
(including, without limitation, Sections 9-115 and 9-305 thereof) as in force in
the relevant jurisdiction.

         Notifications to Persons holding such property, and acknowledgments,
receipts or confirmations from Persons holding such property, shall be deemed to
be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or persons holding for, the
Trustee, as applicable, for the purpose of perfecting such security interest
under applicable law.

         The Depositor and, at the Depositor's direction, the Master Servicer
and the Trustee, shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. The Master Servicer shall file, at the expense of the Trust as
an Additional Trust Expense all filings necessary to maintain the effectiveness
of any original filings necessary under the Uniform Commercial Code as in effect
in any jurisdiction to perfect the Trustee's security interest in such property,
including without limitation (i) continuation statements, and (ii) such other
statements as may be occasioned by any transfer of any interest of the Master
Servicer or the Depositor in such property. In connection herewith, the Trustee
shall have all of the rights and remedies of a secured party and creditor under
the Uniform Commercial Code as in force in the relevant jurisdiction.

         SECTION 13.13 RECORDATION OF AGREEMENT. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere. Such recordation, if any, shall be
effected by the Master Servicer at the expense of the Trust as an Additional
Trust Expense, but only upon direction of the Depositor accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders of the Trust.

         SECTION 13.14 RATING AGENCY MONITORING FEES. The parties hereto
acknowledge that on the Closing Date the Sellers will pay the ongoing monitoring
fees of the

                                     -235-
<PAGE>

Rating Agencies relating to the rating of the Certificates and that no
monitoring fees are payable subsequent to the Closing Date in respect of the
rating of the Certificates. The Master Servicer shall not be required to pay any
such fees or any fees charged for any Rating Agency Confirmation (except any
confirmation required under Section 8.22, Section 8.23 or in connection with a
termination and replacement of the Master Servicer following an Event of Default
of the Master Servicer).

         SECTION 13.15 ACKNOWLEDGEMENT BY PRIMARY SERVICERS. Each of the Primary
Servicers agrees, to the extent applicable to such Primary Servicer and the
Mortgage Loans serviced by such Primary Servicer, to be bound by the terms of
Sections 5.1(g), 8.3, 8.4, 8.7, 8.10, 8.18 and 8.25(d) of this Agreement.






















                                     -236-
<PAGE>





                  IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the
Authenticating Agent and the Fiscal Agent have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and
year first above written.

                                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.,
                                  as Depositor


                                  By________________________________
                                    Name:
                                    Title:



                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
                                  Master Servicer


                                  By________________________________
                                    Name:
                                    Title:



                                  GMAC COMMERCIAL MORTGAGE CORPORATION, as
                                  Special Servicer


                                  By________________________________
                                    Name:
                                    Title:



                                  LASALLE BANK NATIONAL ASSOCIATION, as Trustee


                                  By________________________________
                                    Name:
                                    Title:



                                     -237-
<PAGE>

                                  ABN AMRO BANK N.V., as Fiscal Agent


                                  By________________________________
                                    Name:
                                    Title:


                                  By________________________________
                                    Name:
                                    Title:



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


                                  By________________________________
                                    Name:
                                    Title:



                                  PRINCIPAL CAPITAL MANAGEMENT, LLC, acting
                                  solely in its capacity as Primary Servicer
                                  with respect to the sections referred to in
                                  Section 13.15 of the Agreement


                                  By________________________________
                                    Name:
                                    Title:


                                  By________________________________
                                    Name:
                                    Title:



                                  JOHN HANCOCK REAL ESTATE FINANCE, INC., acting
                                  solely in its capacity as Primary Servicer
                                  with respect to the sections referred to in
                                  Section 13.15 of the Agreement


                                  By________________________________
                                    Name:
                                    Title:




                                     -238-
<PAGE>

STATE OF NEW YORK                   )
                                    ) ss.:
COUNTY OF NEW YORK                  )

                  On this __ day of February, 2001, before me, a notary public
in and for said State, personally appeared _____________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of Morgan Stanley
Dean Witter Capital I Inc, and acknowledged to me that such corporation executed
the within instrument pursuant to its by-laws or a resolution of its Board of
Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.



                                                     ---------------------------
                                                            Notary Public

















                                     -239-
<PAGE>


STATE OF CALIFORNIA                         )
                                            ) ss.:
COUNTY OF SAN FRANCISCO                     )

                  On this ___ day of February, 2001, before me, a notary public
in and for said State, personally appeared ____________--, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President of ___________________, and
acknowledged to me that such corporation executed the within instrument pursuant
to its by-laws or a resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.


                                             ----------------------------
                                                    Notary Public




                                     -240-
<PAGE>


STATE OF                            )
                                    ) ss.:
COUNTY OF                           )

                  On the ______ day of February, 2001, before me, a notary
public in and for said State, personally appeared ___________________ known to
me to be a of _______________, one of the entities that executed the within
instrument, and acknowledged to me that such entity executed the within
instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.




                                                   ----------------------------
                                                         Notary Public



                                     -241-
<PAGE>


STATE OF NEW YORK                   )
                                    ) ss.:
COUNTY OF NEW YORK                  )

                  On this ___ day of February, 2001, before me, a notary public
in and for said State, personally appeared __________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
who executed the within instrument as Vice President on behalf of ____________,
and acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.




                                                 ------------------------------
                                                        Notary Public


















                                     -242-
<PAGE>


STATE OF NEW YORK                   )
                                    ) ss.:
COUNTY OF NEW YORK                  )

                  On this ___ day of February, 2001, before me, a notary public
in and for said State, personally appeared __________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
who executed the within instrument as Vice President on behalf of
_______________, and acknowledged to me that such nationally chartered bank
executed the within instrument pursuant to its by-laws or a resolution of its
Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.



                                                   ----------------------------
                                                         Notary Public

















                                     -243-
<PAGE>


STATE OF NEW YORK                   )
                                    ) ss.:
COUNTY OF NEW YORK                  )

                  On this ___ day of February, 2001, before me, a notary public
in and for said State, personally appeared __________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
who executed the within instrument as Vice President on behalf of
________________ and acknowledged to me that such nationally chartered bank
executed the within instrument pursuant to its by-laws or a resolution of its
Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.


                                                  --------------------------
                                                       Notary Public















                                     -244-
<PAGE>


STATE OF NEW YORK                   )
                                    ) ss.:
COUNTY OF NEW YORK                  )






                  On this ___ day of February, 2001, before me, a notary public
in and for said State, personally appeared __________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
who executed the within instrument as Vice President on behalf of
___________________ and acknowledged to me that such nationally chartered bank
executed the within instrument pursuant to its by-laws or a resolution of its
Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.