CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
                                    Depositor

                          MIDLAND LOAN SERVICES, INC.,
                                 Master Servicer

                             CLARION PARTNERS, LLC,
                                Special Servicer

                        WELLS FARGO BANK MINNESOTA, N.A.,
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 2003

                                 $1,261,269,490
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2003-C5

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01   Defined Terms....................................................
Section 1.02   Certain Calculations.............................................
Section 1.03   Loan Identification Convention...................................
Section 1.04   Certain Matters with respect to the Mall at Fairfield
                Commons Total Loan and the Stanford Shopping Center
                Total Loan......................................................
Section 1.05   Certain Adjustments to the Principal Distributions on the
                Certificates....................................................

                                   ARTICLE II

                              CONVEYANCE OF LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01   Conveyance of Loans..............................................
Section 2.02   Acceptance by Trustee............................................
Section 2.03   Representations, Warranties and Covenants of the
                Depositor; Repurchase of Loans by the Mortgage Loan
                Sellers for Defects in Mortgage Files and Breaches
                of Representations and Warranties...............................
Section 2.04   Issuance of Uncertificated Lower-Tier Interests;
                Execution of Certificates.......................................

                                   ARTICLE III

                               ADMINISTRATION AND
                           SERVICING OF THE TRUST FUND

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

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

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

                                    ARTICLE V

                                THE CERTIFICATES

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

                                   ARTICLE VI

                            THE DEPOSITOR, THE MASTER
                        SERVICER AND THE SPECIAL SERVICER

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

                                   ARTICLE VII

                                     DEFAULT

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

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

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

                                   ARTICLE IX

                                   TERMINATION

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

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

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

                                   ARTICLE XI

Section 11.01  General..........................................................
Section 11.02  Collection of Loan Payments......................................
Section 11.03  Collection of Taxes, Assessments and Similar Items;
                Servicing Accounts..............................................
Section 11.04  Mayfair Mall Custodial Account...................................
Section 11.05  Maintenance of Insurance Policies; Errors and Omissions
                and Fidelity Coverage...........................................
Section 11.06  Enforcement of Due-on-Sale and Due-on-Encumbrance
                Clauses; Assumption Agreements; Defeasance Provisions;
                Other Provisions................................................
Section 11.07  Realization Upon Defaulted Loans.................................
Section 11.08  Loan Documents...................................................
Section 11.09  Servicing Compensation...........................................
Section 11.10  Reports and Statements...........................................
Section 11.11  Annual Statement as to Compliance; Reports by Independent
                Public Accountants; Access to Certain Information...............
Section 11.12  Mayfair Mall REO Property........................................
Section 11.13  Modifications, Waivers, Amendments and Consents;
                Inspections; Appraisals; Lock-Box Accounts and Servicing
                Accounts; and Other Additional Obligations......................
Section 11.14  Transfer of Servicing Between Master Servicer and
                Special Servicer; Record Keeping; Asset Status Report...........
Section 11.15  Sub-Servicing....................................................
Section 11.16  P&I Advances.....................................................
Section 11.17  Limitation on Liability; Certain Indemnities.....................
Section 11.18  Events of Default................................................
Section 11.19  Amendments to the Series 2003-C4 PSA.............................

<PAGE>

                                    SCHEDULES

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

                                    EXHIBITS

A-1   Form of Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C,
      Class D, Class E and Class F Certificate
A-2   Form of Class A-X and Class A-SP Certificate
A-3   Form of Class A-1-A, Class G and Class H Global Certificate
A-4   Form of Class J, Class K, Class L, Class M, Class N, Class O and Class P
      Global Certificate
A-5   Form of Class V Certificate
A-6   Form of Residual Certificate
B     Mortgage Loan Schedule
C-1   Form of QIB Investment Representation Letter - Qualified Institutional
      Buyer
C-2   Form of Regulation S Investment Representation Letter - Non-U.S. Person
C-3   Form of Investment Representation Letter - Institutional Accredited
      Investor
D-1   Form of Transfer Affidavit (Class R)
D-2   Form of Transfer Affidavit (Class LR)
D-3   Form of Transferor Letter
E     List of Mezzanine Loans
F     Form of Request for Release
G     Reserved
H     Form of Affidavit of Lost Note
I     Investor Certification
J-1   Form of Intermediate Trustee (or Custodian) Certification
J-2   Form of Final Trustee (or Custodian) Certification
K     [Reserved]
L     Form of Sarbanes-Oxley Certification
M     Form of Trustee Report
N     Series 2003-C4 PSA
O     Form of Notice from Trustee to Mayfair Mall Master Servicer and Trustee
P     Form of Notice Regarding Defeasance of Loan

<PAGE>

            This Pooling and Servicing Agreement (the "Agreement"), is dated as
of December 1, 2003, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
as Depositor, MIDLAND LOAN SERVICES, INC., as Master Servicer, CLARION PARTNERS,
LLC, as Special Servicer, and WELLS FARGO BANK MINNESOTA, N.A., as Trustee.

                             PRELIMINARY STATEMENT:

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

            As provided herein, the Trustee shall elect or cause an election to
be made to treat the segregated pool of assets consisting of the Lower-Tier
REMIC Regular Interests and the proceeds thereof as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated as the
"Upper-Tier REMIC." The Class A-1, Class A-2, Class A-3, Class A-4, Class A-1-A,
Class A-X, Class A-SP, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P
Certificates will evidence "regular interests" in the Upper-Tier REMIC created
hereunder. The sole Class of "residual interests" in the Upper-Tier REMIC
created hereunder will be evidenced by the Class R Certificates. The following
table sets forth the designation, the initial pass-through rate (the
"Pass-Through Rate"), the aggregate initial principal amount (the "Original
Certificate Balance") or notional balance ("Original Notional Balance"), as
applicable, and the initial ratings given each Class (as indicated below) by the
Rating Agencies (as defined herein) for each Class of certificates comprising
the interests in the Upper-Tier REMIC created hereunder:

                                UPPER-TIER REMIC

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

 Class A-1      3.0930%                 $82,665,000                AAA/AAA
 Class A-2      3.8080%                $150,368,000                AAA/AAA
 Class A-3      4.4290%                $115,605,000                AAA/AAA
 Class A-4      4.9000%(2)             $370,274,000                AAA/AAA
 Class A-X      0.0644%(3)           $1,261,269,490(5)             AAA/AAA
 Class A-SP     1.0103%(4)           $1,149,433,000(5)             AAA/AAA
  Class B       5.0270%(6)              $39,416,000                 AA/AA
  Class C       5.0570%(7)              $15,766,000                AA-/AA-
  Class D       5.1160%(8)              $31,532,000                  A/A
  Class E       5.2070%(9)              $17,343,000                 A-/A-
  Class F       5.5060%(10)             $17,343,000               BBB+/BBB+
Class A-1-A     4.6250%(11)            $340,549,000                AAA/AAA
  Class G       5.5729%(12)             $14,190,000                BBB/BBB
  Class H       5.5729%(13)             $14,189,000               BBB-/BBB-
  Class J       5.2255%(14)              $9,460,000                BB+/BB+
  Class K       5.2255%(14)              $6,307,000                 BB/BB
  Class L       5.2255%(14)              $6,306,000                BB-/BB-
  Class M       5.2255%(14)              $7,883,000                 B+/B+
  Class N       5.2255%(14)              $1,577,000                  B/B
  Class O       5.2518%(15)              $4,730,000                 B-/B-
  Class P       5.3308%(16)             $15,766,490                 NR/NR
  Class R          None                  None(17)                   NR/NR

----------

(1)   The Certificates marked "NR" have not been rated by the applicable Rating
      Agency.

(2)   The lesser of 4.9000% and the Weighted Average Net Mortgage Rate.

(3)   The Class A-X Pass-Through Rate, as defined herein.

(4)   The Class A-SP Pass-Through Rate, as defined herein.

(5)   Original Notional Balance. The Class A-X and Class A-SP Certificates will
      not have a Certificate Balance and will not be entitled to receive
      distributions of principal.

(6)   The lesser of 5.0270% and the Weighted Average Net Mortgage Rate.

(7)   The lesser of 5.0570% and the Weighted Average Net Mortgage Rate.

(8)   The lesser of 5.1160% and the Weighted Average Net Mortgage Rate.

(9)   The lesser of 5.2070% and the Weighted Average Net Mortgage Rate.

(10)  The lesser of 5.5060% and the Weighted Average Net Mortgage Rate.

(11)  The lesser of 4.6250% and the Weighted Average Net Mortgage Rate.

(12)  The lesser of 5.7450% and the Weighted Average Net Mortgage Rate.

(13)  The Weighted Average Net Mortgage Rate.

(14)  The lesser of 5.2255% and the Weighted Average Net Mortgage Rate.

(15)  The lesser of 5.2518% and the Weighted Average Net Mortgage Rate.

(16)  The lesser of 5.3308% and the Weighted Average Net Mortgage Rate.

(17)  The Class R Certificates will not have a Certificate Balance or Notional
      Balance, will not bear interest and will not be entitled to distributions
      of Yield Maintenance Charges. Any Available Distribution Amount remaining
      in the Upper-Tier Distribution Account after all required distributions
      under this Agreement have been made to each other Class of Certificates
      will be distributed to the Holders of the Class R Certificates.

                                LOWER-TIER REMIC

            As provided herein, the Trustee shall elect or cause an election to
be made to treat the segregated pool of assets consisting of the Loans
(exclusive of Excess Interest and the Excess Interest Distribution Account) and
certain other related assets subject to this Agreement as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
the "Lower-Tier REMIC." The Class LA-1-1, Class LA-1-2, Class LA-1-3, Class
LA-2-1, Class LA-2-2, Class LA-2-3, Class LA-3-1, Class LA-3-2, Class LA-4-1,
Class LA-4-2, Class LA-4-3, Class LA-1-A-1, Class LA-1-A-2, Class LA-1-A-3,
Class LA-1-A-4, Class LA-1-A-5, Class LA-1-A-6, Class LA-1-A-7, Class LA-1-A-8,
Class LB, Class LC, Class LD-1, Class LD-2, Class LE-1, Class LE-2, Class LF,
Class LG, Class LH, Class LJ, Class LK, Class LL, Class LM, Class LN, Class LO
and Class LP Uncertificated Interests will evidence "regular interests" in the
Lower-Tier REMIC (the "Uncertificated Lower-Tier Interests") created hereunder.
The sole Class of "residual interests" in the Lower-Tier REMIC created hereunder
will be evidenced by the Class LR Certificates.

            The following table sets forth, for each Class of Sequential Pay
Certificates (the "Corresponding Certificates"), the corresponding
Uncertificated Lower-Tier Interest or Interests (the "Corresponding
Uncertificated Lower-Tier Interests"), the corresponding Component or Components
of the Class A-X and A-SP Certificates (the "Corresponding Components")and the
Original Lower-Tier Principal Amount for each Class of Uncertificated Lower-Tier
Interests.

                          Corresponding                         Corresponding
                         Uncertificated        Original         Components of
Corresponding              Lower-Tier         Lower-Tier      Class A-X and A-SP
Certificates             Interests(1)(2)   Principal Amount    Certificates(1)
----------------------   ---------------   ----------------   ------------------
Class A-1                    LA-1-1             $10,407,000         A-1-1
                             LA-1-2             $44,410,000         A-1-2
                             LA-1-3             $27,848,000         A-1-3
Class A-2                    LA-2-1             $16,930,000         A-2-1
                             LA-2-2             $68,999,000         A-2-2
                             LA-2-3             $64,439,000         A-2-3
Class A-3                    LA-3-1            $104,397,000         A-3-1
                             LA-3-2             $11,208,000         A-3-2
Class A-4                    LA-4-1             $20,614,000         A-4-1
                             LA-4-2             $40,320,000         A-4-2
                             LA-4-3            $309,340,000         A-4-3
Class A-1-A                 LA-1-A-1             $3,678,000        A-1-A-1
                            LA-1-A-2            $16,385,000        A-1-A-2
                            LA-1-A-3            $16,900,000        A-1-A-3
                            LA-1-A-4            $32,043,000        A-1-A-4
                            LA-1-A-5            $51,260,000        A-1-A-5
                            LA-1-A-6            $11,675,000        A-1-A-6
                            LA-1-A-7            $11,334,000        A-1-A-7
                            LA-1-A-8           $197,274,000        A-1-A-8
Class B                        LB               $39,416,000           B
Class C                        LC               $15,766,000           C
Class D                       LD-1               $7,235,000          D-1
                              LD-2              $24,297,000          D-2
Class E                       LE-1              $10,738,000          E-1
                              LE-2               $6,605,000          E-2
Class F                        LF               $17,343,000           F
Class G                        LG               $14,190,000           G
Class H                        LH               $14,189,000           H
Class J                        LJ                $9,460,000           J
Class K                        LK                $6,307,000           K
Class L                        LL                $6,306,000           L
Class M                        LM                $7,883,000           M
Class N                        LN                $1,577,000           N
Class O                        LO                $4,730,000           O
Class P                        LP               $15,766,490           P

----------

(1)   The Uncertificated Lower-Tier Interests and the Components of the Class
      A-X and Class A-SP Certificates that correspond to any particular Class of
      Sequential Pay Certificates also correspond to each other and,
      accordingly, constitute the "Corresponding Uncertificated Lower-Tier
      Interests" and the "Corresponding Components," respectively, with respect
      to each other.

(2)   The interest rate of each of the indicated Classes of Uncertificated
      Lower-Tier Interests is the Weighted Average Net Mortgage Rate.

            The Class LR Certificates will not have a Certificate Balance or
Notional Balance, will not bear interest and will not be entitled to
distributions of Yield Maintenance Charges. Any Available Distribution Amount
remaining in the Lower-Tier Distribution Account after distributing the
Lower-Tier Distribution Amount on each Distribution Date shall be distributed to
the Holders of the Class LR Certificates as owners of the residual interests in
the Lower-Tier REMIC.

            The parties intend that the portion of the Trust Fund representing
the Excess Interest and the Excess Interest Distribution 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 that the Class V Certificates shall represent
undivided beneficial interests in the portion of the Trust Fund consisting of
the Excess Interest and the Excess Interest Distribution Account.

            As of the close of business on the Cut-off Date (as defined herein),
the Loans had an aggregate principal balance, after application of all payments
of principal due on or before such date, whether or not received, equal to
$1,261,269,490.

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

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01 Defined Terms. Whenever used in this Agreement the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article.

            "30/360 Basis" The accrual of interest based on a 360-day year
consisting of twelve 30-day months.

            "A Loan": The Mayfair Mall Loan, the Mall at Fairfield Commons Loan,
the Stanford Shoppping Center Loan, the Jefferson at Montfort Loan and each CBA
A Loan, each of which are senior in right of payment to the related B Loan, if
applicable, and pari passu in right of payment to the related Companion Loan, if
applicable.

            "A/B Loan Custodial Account": Each of the custodial sub-account(s)
of the Collection Account (but which are not included in the Trust) created and
maintained by the Master Servicer pursuant to Section 3.04 on behalf of the B
Loan Holder. Any such sub-account(s) shall be maintained as a sub-account of an
Eligible Account.

            "A Note": With respect to any A Loan, the Mortgage Note included in
the Trust, which is senior in right of payment to the related B Loan, if any,
and pari passu in right of payment to the related Companion Loan, if any, to the
extent set forth in the related Intercreditor Agreement.

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

            "Accrued Certificate Interest Amount": With respect to each
Distribution Date and each Class of Regular Certificates, an amount equal to
interest for the related Interest Accrual Period at the Pass-Through Rate
applicable to such Class of Certificates for such Distribution Date, accrued on
the related Certificate Balance of such Class (or, in the case of the Class A-X
and A-SP Certificates, on the Notional Balance thereof) immediately prior to
such Distribution Date. The Accrued Certificate Interest Amount for each such
Class shall be calculated on the basis of a 360-day year composed of twelve
30-day months.

            "Accrued Component Interest": With respect to each Component of the
Class A-X and Class A-SP Certificates for any Distribution Date, one month's
interest at the Class A-X Strip Rate or Class A-SP Strip Rate applicable to such
Component for such Distribution Date, accrued on the Component Notional Amount
of such Component outstanding immediately prior to such Distribution Date.
Accrued Component Interest shall be calculated on a 30/360 Basis and, with
respect to any Component and any Distribution Date, shall be deemed to accrue
during the calendar month preceding the month in which such Distribution Date
occurs.

            "Acquisition Date": With respect to any REO Property, the first day
on which such REO Property is considered to be acquired by (or if applicable, in
the case of the Mayfair Mall REO Property, on behalf of, among others) the Trust
Fund and the Lower-Tier REMIC within the meaning of Treasury Regulations Section
1.856-6(b)(1), which is the first day on which the Lower-Tier REMIC is treated
as the owner of such REO Property for federal income tax purposes.

            "Actual/360 Basis": The accrual of interest based on the actual
number of days elapsed during each one-month accrual period in a year assumed to
consist of 360 days.

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

            "Additional Collateral Loan": The Loan known as Mall at Fairfield
Commons and designated as Loan No. 1 on the Mortgage Loan Schedule, the Loan
known as Tops Plaza- North Olmstead and designated as Loan No. 59 on the
Mortgage Loan Schedule, the Loan known as Gifford Industrial Park and designated
as Loan No. 63 on the Mortgage Loan Schedule, the Loan known as Shiloh Center-7
and designated as Loan No. 86 on the Mortgage Loan Schedule, the Loan known as
Shiloh Center-8 and designated as Loan No. 101 on the Mortgage Loan Schedule and
the Loan known as Langdon Hall Apartments and designated as Loan No. 104 on the
Mortgage Loan Schedule.

            "Additional Review Period": As defined in Section 3.21(e).

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

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

            "Administered REO Property": Any REO Property other than, if
applicable, any Mayfair Mall REO Property.

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

            "Adverse REMIC Event": As defined in Section 3.30(f).

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

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

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

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

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

            "Appraisal Reduction Amount": For any Distribution Date and for any
Loan as to which an Appraisal Reduction Event has occurred, an amount calculated
by the Special Servicer (and confirmed by the Master Servicer) equal to the
excess, if any, of (a) the Stated Principal Balance of such Loan over (b) the
excess of (i)(A) 90% of the Appraised Value (as such Appraised Value may be
adjusted downward by the Special Servicer in accordance with the Servicing
Standard, without implying any duty to do so, based on the Special Servicer's
review of the Appraisal or such other information as the Special Servicer deems
relevant) of the related Mortgaged Property as determined (1) with respect to
any Loan with an outstanding principal balance equal to or greater than
$2,000,000, by one or more Appraisals (the costs of which shall be paid by the
Master Servicer as a Servicing Advance) or (2) with respect to any Loan with an
outstanding principal balance less than $2,000,000, by an Appraisal (or an
update of a prior Appraisal) (the costs of which shall be paid by the Master
Servicer as a Servicing Advance) or an internal valuation performed by the
Special Servicer plus (B) any letter of credit, reserve, escrow or similar
amount held by the Master Servicer which are posted as additional security for
payments due on the Loan over (ii) the sum of (X) to the extent not previously
advanced by the Master Servicer or the Trustee, all unpaid interest on such Loan
at a per annum rate equal to its Mortgage Rate, (Y) all unreimbursed Advances in
respect of such Loan together with interest thereon at the Reimbursement Rate
and (Z) all currently due and unpaid real estate taxes and assessments,
Insurance Policy premiums, ground rents and all other amounts due and unpaid
with respect to such Loan, net of any amounts currently escrowed for such
amounts (which taxes, assessments, premiums, ground rents and other amounts have
not been subject to an Advance by the Master Servicer or the Trustee and/or for
which funds have not been escrowed); provided that if neither a required
Appraisal has been obtained nor an internal valuation is completed within the
period required under Sections 3.19(d) with respect to such Loan, the Appraisal
Reduction Amount shall be equal to 25% of the Stated Principal Balance of such
Loan as of the date of the related Appraisal Reduction Event.

            In the case of the Jefferson at Montfort Loan, the Mall at Fairfield
Commons Loan, any CBA A Loan and the Stanford Shopping Center Loan, any
Appraisal Reduction Amount will be calculated in respect of the Jefferson at
Montfort Total Loan, the Mall at Fairfield Commons Total Loan, each CBA A/B Loan
Pair and the Stanford Shopping Center Total Loan, respectively, and any
Appraisal Reduction Amount shall be applied, in the case of the Jefferson at
Montfort Loan and any CBA A Loan, first against the related B Loan until the
outstanding principal balance of such B Loan is reduced to zero and with respect
to the Stanford Shopping Center Loan and the Mall at Fairfield Commons Loan, any
Appraisal Reduction Amount shall be allocated, between the Stanford Shopping
Center Loan and the Mall at Fairfield Commons Loan, respectively, and the
related Companion Loan, pro rata according to their respective outstanding
principal balances. Any Appraisal Reduction Amount with respect to the Mayfair
Mall Loan shall be calculated by the Mayfair Mall Special Servicer under and in
accordance with the Series 2003-C4 PSA.

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

            "Appraisal Reduction Event": With respect to any Loan, the earliest
of (i) 120 days after an uncured delinquency (without regard to the application
of any grace period) occurs in respect of such Loan (except that with respect to
a Balloon Payment, such date may extend until the Loan becomes a Specially
Serviced Loan), (ii) the date on which a reduction in the amount of Monthly
Payments on such Loan, or a change in any other material economic term of such
Loan (other than an extension of the Maturity Date for a period of six months or
less), becomes effective as a result of a modification of such Loan by the
Special Servicer, (iii) 60 days after a receiver has been appointed and remains
undismissed for the Borrower or immediately after a receiver has been appointed
for the related Mortgaged Property, (iv) 30 days after a Borrower declares
bankruptcy, (v) 60 days after the Borrower has become the subject of a decree or
order for a bankruptcy proceeding that shall have remained in force undischarged
and unstayed, and (vi) immediately after any Loan becomes an REO Loan; provided,
however, that there shall be no reduction in P&I Advances if an Appraisal
Reduction Event shall occur on and after the dates when the aggregate
Certificate Balances of all Classes of Certificates (other than the Class A
Certificates) have been reduced to zero. The Special Servicer shall notify the
Master Servicer and Trustee (and, with respect to the Jefferson at Montfort
Total Loan, the Mall at Fairfield Commons Total Loan, each CBA A/B Loan Pair and
the Stanford Shopping Center Total Loan, the related Companion Loan Holders
and/or related B Loan Holders, as applicable) promptly upon the occurrence of
any of the foregoing events.

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

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

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

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

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

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

            "Assumed Scheduled Payment": For any Due Period shall mean the
following:

            (a) with respect to any Loan, Serviced Companion Loan or B Loan that
      is delinquent in respect of its Balloon Payment (including any REO Loan,
      other than the Mayfair Mall REO Loan, as to which the Balloon Payment
      would have been past due), an amount equal to the sum of (i) the principal
      portion of the Monthly Payment that would have been due on such Loan, B
      Loan or Serviced Companion Loan on the related Due Date based on the
      constant payment required by the related Note or the original amortization
      schedule thereof (as calculated with interest at the related Mortgage
      Rate), if applicable, assuming such Balloon Payment had not become due,
      after giving effect to any modification of such Loan, Serviced Companion
      Loan or B Loan, and (ii) interest on the Stated Principal Balance of such
      Loan, Serviced Companion Loan or B Loan at the applicable Mortgage Rate
      (less the Master Servicing Fee Rate and Primary Servicing Fee Rate). The
      amount of the Assumed Scheduled Payment for any A Loan, Serviced Companion
      Loan or B Loan shall be calculated solely by reference to the terms of
      such A Loan, Serviced Companion Loan or B Loan, as applicable (as modified
      in connection with any bankruptcy or similar proceeding involving the
      related Mortgagor or pursuant to a modification, waiver or amendment of
      such Loan granted or agreed to by the Master Servicer or the Special
      Servicer pursuant to the terms hereof) and without regard to the
      remittance provisions of the related Intercreditor Agreement; and

            (b) with respect to the Mayfair Mall Loan and any Mayfair Mall REO
      Property, an "Assumed Scheduled Payment" or similar term under the Series
      2003-C4 PSA.

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

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

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

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

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

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

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

                  (v) all Yield Maintenance Charges;

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

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

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

                  (ix) with respect to any REO Property that relates to any Loan
            Combination, all amounts received with respect to such Loan
            Combination that are required to be paid to the holder of the
            related B Loan and/or Companion Loan, as applicable, pursuant to the
            terms of the related B Loan and/or Companion Loan, as applicable,
            and the related Intercreditor Agreement (which amounts will be
            deposited into the related A/B Loan Custodial Account or Companion
            Loan Custodial Account, as applicable, pursuant to Section 3.04 and
            withdrawn from such accounts pursuant to Section 3.05); and

                  (x) Excess Interest;

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

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

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

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

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

            (g) any Cure Payment (except for any portion thereof payable or
      reimbursable to the Master Servicer or Special Servicer) made by any
      Mayfair Mall Companion Lender, the Mall at Fairfield Commons Companion
      Lender, any CBA B Loan Holder, Jefferson at Montfort B Loan Holder or
      Stanford Shopping Center Companion Lender pursuant to the terms of the
      related Intercreditor Agreement allocable to principal or interest with
      respect to the related Loan.

            "B Loan": The Jefferson at Montfort B Loan and each CBA B Loan,
collectively or individually, as the case may be, each of which are subordinate
in right of payment to the related A Loan.

            "B Loan Holder": The holder of any of the Jefferson at Montfort B
Loan or any CBA B Loan, individually or collectively, as the context may
require.

            "Balloon Loan": Any Loan, Serviced Companion Loan or B Loan that by
its terms provides for an amortization schedule extending beyond its Maturity
Date.

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

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

            "Base Interest Fraction": With respect to any Principal Prepayment
on any Loan and any of the Class A-1, Class A-2, Class A-3, Class A-4, Class B,
Class C, Class D, Class E, Class F, Class A-1-A, Class G and Class H
Certificates, a fraction (not greater than 1) (a) whose numerator is the amount,
if any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds
(ii) the Yield Rate used in calculating the Yield Maintenance Charge with
respect to such Principal Prepayment and (b) whose denominator is the amount, if
any, by which the (i) Mortgage Rate on such Loan exceeds (ii) the Yield Rate (as
provided by the Master Servicer) used in calculating the Yield Maintenance
Charge with respect to such Principal Prepayment; provided, however, that if
such Yield Rate is greater than or equal to the lesser of (x) the Mortgage Rate
on such Loan and (y) the Pass-Through Rate described in clause (a)(i) above,
then the Base Interest Fraction shall be zero.

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

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

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

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

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

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

            "CBA A Loan": The Loans identified on Exhibit B hereto as Cambridge
Village Apartments, Northgate Village Apartments and Vanowen Medical Center,
which are senior in right of payment to the related B Loan, to the extent set
forth in the related CBA Intercreditor Agreement.

            "CBA A/B Loan Pair": Any CBA A Loan together with the related CBA B
Loan.

            "CBA A/B Material Default": With respect to a CBA A/B Loan Pair, a
"Material Default" under, and within the meaning of, the related Intercreditor
Agreement.

            "CBA B Loan": With respect to each CBA A Loan, the related B Loan
not included in the Trust.

            "CBA B Loan Holder": With respect to any CBA A/B Loan Pair,
CBA-Mezzanine Capital Finance, LLC or its successors and assigns, as the holder
of the related CBA B Loan.

            "CBA Intercreditor Agreement" shall mean, with respect to each CBA
A/B Loan Pair, the related intercreditor agreement to be entered into by and
between the holder of the related A Loan and the B Loan Holder, as the same may
be further amended from time to time in accordance with the terms thereof.

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

            "Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2003-C5, as executed by the Trustee or
Certificate Registrar and authenticated and delivered hereunder by the
Authenticating Agent.

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

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

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

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

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

            "Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the Certificates or Uncertificated Lower-Tier
Interests bearing the same alphabetical and, if applicable, numerical class
designation.

            "Class A Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-4 or Class A-1-A Certificate.

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

            "Class A-1 Pass-Through Rate": 3.0930% per annum.

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

            "Class A-1-A Components": Component A-1-A-1, Component A-1-A-2,
Component A-1-A-3, Component A-1-A-4, Component A-1-A-5, Component A-1-A-6,
Component A-1-A-7 and Component A-1-A-8.

            "Class A-1-A Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 4.6250% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

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

            "Class A-2 Pass-Through Rate": 3.8080% per annum.

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

            "Class A-3 Pass-Through Rate": 4.4290% per annum.

            "Class A-4 Certificate": A Certificate designated as "Class A-4" on
the face thereof, substantially in the form of Exhibit A-1 hereto.

            "Class A-4 Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 4.9000% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

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

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

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

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

            "Class A-X Strip Rate": With respect to any Class of Components
(other than the Class A-SP Components) for any Distribution Date, a rate per
annum equal to (i) the Weighted Average Net Mortgage Rate for such Distribution
Date, minus (ii) the Pass-Through Rate for the Corresponding Certificates, and
in the case of Class A-SP Components, (i) for any Distribution Date occurring on
or before the related Component Crossover Date, (x) the Weighted Average Net
Mortgage Rate for such Distribution Date minus (y) the sum of the Pass-Through
Rate for the Corresponding Certificates for such Distribution Date and the Class
A-SP Strip Rate for such Component for such Distribution Date, and (ii) for any
Distribution Date occurring after the related Component Crossover Date, a rate
per annum equal to (x) the Weighted Average Net Mortgage Rate for such
Distribution Date, minus (y) the Pass-Through Rate for the Corresponding
Certificates (provided that in no event shall any Class A-X Strip Rate be less
than zero).

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

            "Class A-SP Component": Each of Components A-1-2, Component A-1-3,
Component A-2-1, Component A-2-2, Component A-2-3, Component A-3-1, Component
A-3-2, Component A-4-1, Component A-4-2, Component A-4-3, the Class A-1-A
Components (other than Component A-1-A-1), Component B, Component C, Component
D-1, Component D-2, Component E-1 and Component E-2.

            "Class A-SP Notional Amount": As of any date of determination, the
sum of then Component Notional Amounts of the Class A-SP Components.

            "Class A-SP Strip Rate": With respect to each of the Class A-SP
Components for any Distribution Date, a rate per annum equal to (i) for any
Distribution Date occurring on or before the related Component Crossover Date,
(x) the lesser of (I) the Weighted Average Net Mortgage Rate for such
Distribution Date and (II) the I/O Split Rate for such Distribution Date minus
(y) the Pass-Through Rate for the Corresponding Certificates (provided that in
no event shall any Class A-SP Strip Rate be less than zero), and (ii) for any
Distribution Date occurring after the related Component Crossover Date, 0% per
annum.

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

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

            "Class B Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.0270% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

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

            "Class C Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.0570% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

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

            "Class D Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.1160% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

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

            "Class E Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.2070% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

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

            "Class F Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.5060% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date].

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

            "Class G Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.7450% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

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

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

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

            "Class J Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.2255% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

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

            "Class K Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.2255% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

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

            "Class L Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.2255% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

            "Class LA-1-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-3 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-2-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-2-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-2-3 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-3-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-3-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-4-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-4-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-4-3 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-3 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-4 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-5 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-6 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-7 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-A-8 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LB Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LC Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LD-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LD-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LE-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LE-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LF Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LG Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LH Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LJ Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LK Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LL Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LM Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LN Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LO Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LP Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

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

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

            "Class M Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.2255% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

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

            "Class N Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.2255% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

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

            "Class O Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.2518% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

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

            "Class P Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 5.3308% and (ii) the Weighted Average Net
Mortgage Rate for such Distribution Date.

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

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

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

            "Closing Date": December 5, 2003.

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

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

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

            "CMSA Comparative Financial Status Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Comparative Financial Status Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally (unless the Directing
Certificateholder otherwise consents to the form of such report).

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

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

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

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

            "CMSA Investor Reporting Package":

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

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

            (c) the Monthly Additional Report on Recoveries and Reimbursements
      (notwithstanding that such form of report has not been adopted or
      recommended by the CMSA); and

            (d) such other reports as CMSA may designate as part of the "CMSA
      Investor Reporting Package" from time to time generally.

            "CMSA Loan Level Reserve/LOC Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Loan Level Reserve/LOC Report" on the CMSA Website, or in such other form
for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally (unless the Directing
Certificateholder otherwise consents to the form of such report).

            "CMSA Loan Periodic Update File": The monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Loan Periodic Update File" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally
(unless the Directing Certificateholder otherwise consents to the form of such
report). Each CMSA Loan Periodic Update File prepared by the Master Servicer
shall be accompanied by a Monthly Additional Report on Recoveries and
Reimbursements and all references herein to "CMSA Loan Periodic Update File"
shall be construed accordingly.

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

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

            "CMSA Operating Statement Analysis Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Operating Statement Analysis Report" available as of the Closing
Date on the CMSA Website or in such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage-backed securities
transactions generally (unless the Directing Certificateholder otherwise
consents to the form of such report).

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

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

            "CMSA Servicer Watch List": For any Determination Date, a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Servicer Watch List" available as of the Closing Date
on the CMSA Website, or in such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage-backed securities
transactions generally (unless the Directing Certificateholder otherwise
consents to the form of such report).

            "CMSA Special Servicer Loan File": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Special Servicer Loan File" on the CMSA Website, or in such other form for
the presentation of such information and containing such additional information
as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally (unless the Directing
Certificateholder otherwise consents to the form of such report).

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

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

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

            "Collection Account": One or more separate custodial accounts
created and maintained by the Master Servicer or any Sub-Servicer on behalf of
the Master Servicer pursuant to Section 3.04(a) in the name of the Trustee on
behalf of the Certificateholders and any related B Loan Holder (other than a CBA
B Loan Holder) or Serviced Companion Loan Holder and, with respect to any CBA
A/B Loan Pair after the occurrence of a CBA A/B Material Default, on behalf of
any CBA B Loan Holder, as applicable, as their interests may appear, into which
the amounts set forth in Section 3.04(a) shall be deposited directly, which
account shall be entitled "Midland Loan Services, Inc., in trust for Wells Fargo
Bank Minnesota, N.A., as Trustee for the benefit of Holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-C5, and the related B Loan Holder or Serviced
Companion Loan Holder, as applicable, as their interests appear, Collection
Account." Any such account or accounts shall be an Eligible Account and shall be
part of the Lower-Tier REMIC.

            "Commission": The Securities and Exchange Commission.

            "Companion Loan": Each of the Mall at Fairfield Commons Companion
Loan, the Mayfair Mall Companion Loans and the Stanford Shopping Center
Companion Loans, in each case, which are pari passu in right of payment to the
related A Loan.

            "Companion Loan Custodial Account": Each of the custodial
sub-account(s) of the Collection Account (but which are not included in the
Trust) created and maintained by the Master Servicer pursuant to Section 3.04 on
behalf of the holder of a Serviced Companion Loan. Any such sub-account(s) shall
be maintained as a sub-account of an Eligible Account.

            "Companion Loan Holder": Any holder of any Companion Loan.

            "Component": Each of Component A-1-1, Component A-1-2, Component
A-1-3, Component A-2-1, Component A-2-2, Component A-2-3, Component A-3-1,
Component A-3-2, Component A-4-1, Component A-4-2, Component A-4-3, the Class
A-1-A Components, Component B, Component C, Component D-1, Component D-2,
Component E-1, Component E-2, Component F, Component G, Component H, Component
J, Component K, Component L, Component M, Component N, Component O and Component
P.

            "Component Crossover Date": (i) with respect to the Class A-1-2
Component, the Distribution Date occurring in December 2004, (ii) with respect
to the Class A-1-3 Component, the Distribution Date occurring in December 2005,
(iii) with respect to the Class A-2-1 Component, the Distribution Date occurring
in December 2005, (iv) with respect to the Class A-2-2 Component, the
Distribution Date occurring in December 2006, (v) with respect to the Class
A-2-3 Component, the Distribution Date occurring in December 2007, (vi) with
respect to the Class A-3-1 Component, the Distribution Date occurring in
December 2007, (vii) with respect to the Class A-3-2 Component, the Distribution
Date occurring in December 2008, (viii) with respect to the Class A-4-1
Component, the Distribution Date occurring in December 2008, (ix) with respect
to the Class A-4-2 Component, the Distribution Date occurring in December 2009,
(x) with respect to the Class A-4-3 Component, the Distribution Date occurring
in December 2010, (xi) with respect to the Class D-1 Component, the Distribution
Date occurring in December 2009, (xii) with respect to the Class D-2 Component,
the Distribution Date occurring in December 2010, (xiii) with respect to the
Class E-1 Component, the Distribution Date occurring in December 2008, (xiv)
with respect to the Class E-2 Component, the Distribution Date occurring in
December 2009, (xv) with respect to the Class A-1-A-2 Component, the
Distribution Date occurring in December 2004, (xvi) with respect to the Class
A-1-A-3 Component, the Distribution Date occurring in December 2005, (xvii) with
respect to the Class A-1-A-4 Component, the Distribution Date occurring in
December 2006, (xviii) with respect to the Class A-1-A-5 Component, the
Distribution Date occurring in December 2007, (xix) with respect to the Class
A-1-A-6 Component, the Distribution Date occurring in December 2008, (xx) with
respect to the Class A-1-A-7 Component, the Distribution Date occurring in
December 2009 and (xxi) with respect to the Class A-1-A-8 Component, the
Distribution Date occurring in December 2010.

            "Component A-1-1": One of thirty-five components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-1 Uncertificated Interest as of
any date of determination.

            "Component A-1-2": One of thirty-five components of the Class A-X
Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-2 Uncertificated Interest as of
any date of determination.

            "Component A-1-3": One of thirty-five components of the Class A-X
Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-3 Uncertificated Interest as of
any date of determination.

            "Component A-1-A-1": One of thirty-five components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-1 Uncertificated Interest as of
any date of determination.

            "Component A-1-A-2": One of thirty-five components of the Class A-X
Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-2 Uncertificated Interest as of
any date of determination.

            "Component A-1-A-3": One of the thirty-five components of the Class
A-X Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-3 Uncertificated Interest as of
any date of determination.

            "Component A-1-A-4": One of the thirty-five components of the Class
A-X Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-4 Uncertificated Interest as of
any date of determination.

            "Component A-1-A-5": One of the thirty-five components of the Class
A-X Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-5 Uncertificated Interest as of
any date of determination.

            "Component A-1-A-6": One of the thirty-five components of the Class
A-X Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-6 Uncertificated Interest as of
any date of determination.

            "Component A-1-A-7": One of the thirty-five components of the Class
A-X Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-7 Uncertificated Interest as of
any date of determination.

            "Component A-1-A-8": One of the thirty-five components of the Class
A-X Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-A-8 Uncertificated Interest as of
any date of determination.

            "Component A-2-1": One of thirty-five components of the Class A-X
Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-2-1 Uncertificated Interest as of
any date of determination.

            "Component A-2-2": One of thirty-five components of the Class A-X
Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-2-2 Uncertificated Interest as of
any date of determination.

            "Component A-2-3": One of thirty-five components of the Class A-X
Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-2-3 Uncertificated Interest as of
any date of determination.

            "Component A-3-1": One of the thirty-five components of the Class
A-X Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-3-1 Uncertificated Interest as of
any date of determination.

            "Component A-3-2": One of the thirty-five components of the Class
A-X Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-3-2 Uncertificated Interest as of
any date of determination.

            "Component A-4-1": One of the thirty-five components of the Class
A-X Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-4-1 Uncertificated Interest as of
any date of determination.

            "Component A-4-2": One of the thirty-five components of the Class
A-X Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-4-2 Uncertificated Interest as of
any date of determination.

            "Component A-4-3": One of the thirty-five components of the Class
A-X Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-4-3 Uncertificated Interest as of
any date of determination.

            "Component B": One of the thirty-five components of the Class A-X
Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LB Uncertificated Interest as of any
date of determination.

            "Component C": One of the thirty-five components of the Class A-X
Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LC Uncertificated Interest as of any
date of determination.

            "Component D-1": One of the thirty-five components of the Class A-X
Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LD-1 Uncertificated Interest as of any
date of determination.

            "Component D-2": One of the thirty-five components of the Class A-X
Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LD-2 Uncertificated Interest as of any
date of determination.

            "Component E-1": One of the thirty-five components of the Class A-X
Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LE-1 Uncertificated Interest as of any
date of determination.

            "Component E-2": One of the thirty-five components of the Class A-X
Certificates and one of the twenty-three components of the Class A-SP
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LE-2 Uncertificated Interest as of any
date of determination.

            "Component F": One of the thirty-five components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LF Uncertificated Interest as of any
date of determination.

            "Component G": One of the thirty-five components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LG Uncertificated Interest as of any
date of determination.

            "Component H": One of the thirty-five components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LH Uncertificated Interest as of any
date of determination.

            "Component J": One of the thirty-five components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LJ Uncertificated Interest as of any
date of determination.

            "Component K": One of the thirty-five components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LK Uncertificated Interest as of any
date of determination.

            "Component L": One of the thirty-five components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LL Uncertificated Interest as of any
date of determination.

            "Component M": One of the thirty-five components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LM Uncertificated Interest as of any
date of determination.

            "Component N": One of the thirty-five components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LN Uncertificated Interest as of any
date of determination.

            "Component O": One of the thirty-five components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LO Uncertificated Interest as of any
date of determination.

            "Component P": One of the thirty-five components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LO Uncertificated Interest as of any
date of determination.

            "Component Notional Amount": With respect to each Component and any
date of determination, an amount equal to the then Lower-Tier Principal Amount
of its Corresponding Uncertificated Lower-Tier Interest.

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

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

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

            "Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its asset-backed securities trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at, with respect to
Certificate transfers and surrenders, at Sixth Avenue and Marquette Street,
Minneapolis, Minnesota 55479 and, for all other purposes, at 9062 Old Annapolis
Road, Columbia, Maryland 21045-1951, 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 and the Special Servicer.

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

            "Corresponding Certificates": As defined in the Preliminary
Statement hereto.

            "Corresponding Components": As defined in the Preliminary Statement
hereto.

            "Corresponding Uncertificated Lower-Tier Interests": As defined in
the Preliminary Statement hereto.

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

            "Crossed Group:" Any group of Loans that is cross-defaulted and
cross-collateralized with each other.

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

            "Crossed Loan Repurchase Criteria": (i) The Debt Service Coverage
Ratio for all related Crossed Loans remaining in the Trust Fund for the four
calendar quarters immediately preceding the repurchase or substitution is not
less than the greater of (a) the Debt Service Coverage Ratio for all such
related Crossed Loans, including the affected Crossed Loan, for the four
calendar quarters immediately preceding the repurchase or substitution and (b)
1.25x, (ii) the Loan-to-Value Ratio for any related Crossed Loans remaining in
the Trust Fund determined at the time of repurchase or substitution based upon
an Appraisal obtained by the Special Servicer at the expense of the related
Mortgage Loan Seller is not greater than the least of (a) the Loan-to-Value
Ratio for all such related Crossed Loans, including the affected Crossed Loan,
as set forth in the tables in Exhibit A-1 to the Prospectus Supplement, (b) the
Loan-to-Value Ratio for all such related Crossed Loans, including the affected
Crossed Loan, determined at the time of repurchase or substitution based upon an
Appraisal obtained by the Special Servicer at the expense of the related
Mortgage Loan Seller and (c) 75%, and (iii) the Trustee receives an Opinion of
Counsel (at the expense of the Mortgage Loan Seller) to the effect that such
repurchase or substitution will not result in the imposition of a tax on the
assets of the Trust Fund, cause the remaining Crossed Loans to have been
significantly modified under the REMIC Provisions or cause any Trust REMIC to
fail to qualify as a REMIC for federal or applicable state tax purposes at any
time that any of the Certificates are outstanding.

            "CSFB Loans": The Loans transferred to the Depositor pursuant to the
CSFB Mortgage Loan Purchase Agreement and identified on Schedule II thereto.

            "CSFB Mortgage Loan Purchase Agreement": With respect to the CSFB
Loans, the agreement between the Depositor and the CSFB Mortgage Loan Seller,
dated as of December 1, 2003, relating to the transfer of all of the CSFB
Mortgage Loan Seller's right, title and interest in and to the CSFB Loans
identified on Schedule II thereto.

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

            "Cure Event": The exercise by the Mayfair Mall Companion Lenders,
Mall at Fairfield Commons Companion Lender, Stanford Shopping Center Companion
Lender, Jefferson at Montfort B Loan Holder or CBA B Loan Holder of the cure
rights set forth in the related Intercreditor Agreement whether for one month,
or for consecutive months in the aggregate.

            "Cure Payments": With respect to any Loan Combination, which the
related Intercreditor Agreement provides that a B Loan Holder or Companion Loan
Holder, as applicable, shall be entitled to cure a default under the related
Loan, the payment that such B Loan Holder or Companion Loan Holder makes to the
Master Servicer or Special Servicer, as applicable, which payments shall consist
(without duplication) of all actual costs, expenses, losses, obligations,
damages, penalties, and disbursements imposed on or incurred (whether or not yet
paid) by the Master Servicer or Special Servicer (including, without limitation,
all unreimbursed Advances (without regard to whether such Advance would be a
Nonrecoverable Advance) and any interest accrued thereon, Default Interest and
any Servicing Fees and Additional Servicing Compensation incurred with respect
to the related Loan) during the period of time from the expiration of the grace
period under such Loan until such Cure Payment is made or such other cure is
otherwise effected.

            "Cut-off Date": Individually and collectively, the respective Due
Dates for the Loans in December 2003.

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

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

            "Default Interest": With respect to any Loan (or successor REO
Loan), any amounts collected thereon, other than late payment charges or Yield
Maintenance Charges, that represent interest in excess of interest accrued on
the principal balance of such Loan (or REO Loan) at the related Mortgage Rate,
such excess interest arising out of a default under such Loan; provided that, in
the case of the Mayfair Mall Loan or any Mayfair Mall REO Property, "Default
Interest" shall be limited to only such amounts of the type described above in
this definition as are remitted to the Master Servicer on behalf of the Trust
under the Mayfair Mall Servicing Agreement or, if Article XI is in effect, as
are transferred from the Mayfair Mall Custodial Account to the Collection
Account pursuant to Section 11.04(b).

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

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

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

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

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

            "Deficient Valuation": With respect to any Loan (other than any Loan
that constitutes a portion of a Loan Combination), the Jefferson at Montfort
Total Loan, the Mall at Fairfield Commons Total Loan, any CBA A/B Loan Pair and
the Stanford Shopping Center Total Loan, a valuation by a court of competent
jurisdiction of the Mortgaged Property in an amount less than the then
outstanding principal balance of the Loan, the Jefferson at Montfort Total Loan,
the Mall at Fairfield Commons Total Loan, any CBA A/B Loan Pair or the Stanford
Shopping Center Total Loan, which valuation results from a proceeding initiated
under the Bankruptcy Code.

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

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

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

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

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

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

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

            "Directing Certificateholder": The Controlling Class
Certificateholder selected by the Holders of more than 50% of the Percentage
Interests in the Controlling Class, by Certificate Balance, as certified by the
Trustee from time to time and as shall be evidenced by notice delivered by the
Directing Certificateholder to the parties hereto and the prior Directing
Certificateholder, if any; provided, however, that until a Directing
Certificateholder is so selected or after receipt of a notice from the Holders
of more than 50% of the Percentage Interests in the Controlling Class that a
Directing Certificateholder is no longer designated, the Controlling Class
Certificateholder that beneficially owns the largest aggregate Certificate
Balance of the Controlling Class shall be the Directing Certificateholder. The
initial Directing Certificateholder will be Clarion Partners, LLC. No
appointment of any Person as a Directing Certificateholder shall be effective
until such Person provides the Trustee, the Master Servicer and the Special
Servicer with written confirmation of its acceptance of such appointment, an
address and telecopy number for the delivery of notices and other correspondence
and a list of officers or employees of such Person with whom the parties to this
Agreement may deal (including their names, titles, work addresses and telecopy
numbers). If no Person is appointed a Directing Certificateholder, the Master
Servicer, the Special Servicer and the Trustee shall not be required to
recognize the Controlling Class Certificateholder that beneficially owns the
largest aggregate Certificate Balance of the Controlling Class as the Directing
Certificateholder until such Certificateholder provides an address and telecopy
number for the delivery of notices and other correspondence and a list of
officers or employees of such Person with whom the parties to this Agreement may
deal (including their names, titles, work addresses and telecopy numbers). With
respect to the Mayfair Mall Loan, only at such time when the Directing
Certificateholder is part of a Mayfair Mall Control Group, shall it be entitled
to direct the Mayfair Mall Master Servicer and Mayfair Mall Special Servicer on
various servicing matters with respect to the Mayfair Mall Total Loan under the
Mayfair Mall Servicing Agreement and terminate the Mayfair Mall Special
Servicer. With respect to the Stanford Shopping Center Loan, only at such time
when the Directing Certificateholder is part of a Stanford Shopping Center
Control Group, shall it be entitled to direct the Master Servicer and Special
Servicer on various servicing matters with respect to the Stanford Shopping
Center Total Loan and terminate the Special Servicer.

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

            "Disqualified Organization": Any of (i) the United States, any State
or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality
that is a corporation if all of its activities are subject to tax and, except
for FHLMC, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization or
any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
that is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code and (v) any other Person so designated by the Master Servicer or the
Trustee based upon an Opinion of Counsel provided to the Trustee (which shall
not be an expense of the Trustee) that the holding of an Ownership Interest in a
Residual Certificate by such Person may cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms "United States," "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.

            "Distribution Account": The account, accounts or sub-accounts
created and maintained by the Trustee, pursuant to Section 3.04(b), in trust for
the Certificateholders, which shall be entitled "Wells Fargo Bank Minnesota,
N.A., as Trustee, for the benefit of Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2003-C5, Distribution Account." Any such account or sub-account shall be an
Eligible Account.

            "Distribution Date": With respect to any month, the fourth Business
Day after the Determination Date of such month, commencing in January, 2004.

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

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

            "Due Period": With respect to each Distribution Date, the period
commencing immediately following the Determination Date in the calendar month
preceding the month in which such Distribution Date occurs (or, in the case of
the initial Distribution Date, commencing as of the Closing Date) and ending on
and including the Determination Date in the calendar month in which such
Distribution Date occurs; provided that, if any Due Period would be different if
the definition of "Business Day" used in the Series 2003-C4 PSA were in effect
under this Agreement, then with respect to the Mayfair Mall Loan, any Mayfair
Mall REO Loan or any Mayfair Mall REO Property, references herein to "Due
Period" shall, to the extent (but only to the extent) relevant to amounts due or
collected, or losses and other shortfalls incurred thereon, mean the period
described above in this definition determined using the definition of "Business
Day" under the Series 2003-C4 PSA.

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

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

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

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

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

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

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

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

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

            "Euroclear": The Euroclear System.

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

            "Excess Interest": With respect to each of the ARD Loans, interest
accrued on such Loan and allocable to the Excess Rate. The Excess Interest is an
asset of the Trust Fund, but shall not be an asset of either Trust REMIC.

            "Excess Interest Distribution Account": The trust account, accounts
or subaccount created and maintained by the Trustee, which may be a subaccount
of the Distribution Account pursuant to Section 3.04(c), which shall be entitled
"Wells Fargo Bank Minnesota, N.A., as Trustee, in trust for Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-C5, Excess Interest Distribution Account" and which
shall be an Eligible Account or a subaccount of an Eligible Account. The Excess
Interest Distribution Account shall not be an asset of any Trust REMIC.

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

            "Excess Liquidation Proceeds Account": The trust account, accounts
or sub-account created and maintained by the Trustee, which may be a sub-account
of the Distribution Account, pursuant to Section 3.04(d) in trust for the
Certificateholders, which shall be entitled "Wells Fargo Bank Minnesota, N.A.
[or the name of any successor Trustee], as Trustee, in trust for the registered
holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2003-C5." The Excess Liquidation
Proceeds Account shall be an asset of the Lower-Tier REMIC. Any such account or
sub-account shall be an Eligible Account.

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

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

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

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

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

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

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

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

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

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

            "Group 1 Loan": Any Loan identified on the Mortgage Loan Schedule as
belonging to Loan Group No. 1.

            "Group 2 Loan": Any Loan identified on the Mortgage Loan Schedule as
belonging to Loan Group No. 2.

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

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

            "Independent": When used with respect to any specified Person, any
such Person that (i) is in fact independent of the Depositor, the Master
Servicer, the Special Servicer, the Trustee and any and all Affiliates thereof,
(ii) does not have any material direct financial interest in or any material
indirect financial interest in any of the Depositor, the Master Servicer, the
Special Servicer or any Affiliate thereof and (iii) is not connected with the
Depositor, the Master Servicer, the Special Servicer or any Affiliate thereof as
an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions; provided, however, that a Person shall not
fail to be Independent of the Depositor, the Master Servicer, the Special
Servicer, the Trustee or any Affiliate thereof merely because such Person is the
beneficial owner of 1% or less of any Class of debt or equity securities issued
by the Depositor, the Master Servicer, the Special Servicer, the Trustee or any
Affiliate thereof, as the case may be, provided that such ownership constitutes
less than 1.0% of the total assets of such Person.

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

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

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

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

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

            "Initial Review Period": As defined in Section 3.21(e).

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

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

            "Insurance and Condemnation Proceeds": All proceeds (net of expenses
of collection) paid under any Insurance Policy or in connection with the full or
partial condemnation of a Mortgaged Property, in either case, to the extent such
proceeds are not applied to the restoration of the related Mortgaged Property or
released to the Borrower, in either case, in accordance with the Servicing
Standard; provided that, in the case of the Mayfair Mall Loan or any Mayfair
Mall REO Property, "Insurance and Condemnation Proceeds" shall be limited to
only such proceeds of the type described above in this definition as are
remitted to the Master Servicer on behalf of the Trust under a Mayfair Mall
Servicing Agreement or, if Article XI is in effect, as are transferred from the
Mayfair Mall Custodial Account to the Collection Account pursuant to Section
11.04(b).

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

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

            "Intercreditor Agreement": The Mayfair Mall Intercreditor Agreement,
the Mall at Fairfield Commons Intercreditor Agreement, the Stanford Shopping
Center Intercreditor Agreement, the Jefferson at Montfort Intercreditor
Agreement or any CBA Intercreditor Agreement, individually or collectively, as
the case may be.

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

            "Interest Reserve Account": The account created and maintained by
the Trustee, which may be a subaccount of the Distribution Account, pursuant to
Section 3.28, which shall be entitled "Wells Fargo Bank Minnesota, N.A., as
Trustee, in trust for Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2003-C5, Interest
Reserve Account," which shall be an Eligible Account or a subaccount of an
Eligible Account.

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

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

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

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

            "Jefferson at Montfort B Loan": With respect to the Jefferson at
Montfort Total Loan, the related B component of such loan, which is not included
in the Trust but is secured by the related Mortgage. The Jefferson at Montfort B
Loan is not a "Loan."

            "Jefferson at Montfort B Loan Holder": The holder of the Jefferson
at Montfort B Loan.

            "Jefferson at Montfort Loan": With respect to the Jefferson at
Montfort Total Loan, the related A component of such loan, which is included in
the Trust. The Jefferson at Montfort Loan is a "Loan."

            "Jefferson at Montfort Specially Designated Servicing Actions": Any
of the following actions with respect to the Jefferson at Montfort Loan:

            o     any modification, waiver or amendment of a monetary term of
                  the Jefferson at Montfort Total Loan (other than an extension
                  of the original maturity date for six months or less following
                  the original maturity date and a waiver of Penalty Charges) or
                  a material non-monetary term (excluding any waiver of a
                  "due-on-sale" or "due-on-encumbrance" clause, which is covered
                  below);

            o     any foreclosure or comparable conversion of the ownership of
                  the related Mortgaged Property;

            o     any proposed sale of an REO Property that relates to the
                  Jefferson at Montfort Total Loan other than in connection with
                  the termination of the Trust;

            o     any determination to bring the related Mortgaged Property or
                  related REO Property into compliance with applicable
                  environmental laws;

            o     any acceptance of substitute or additional collateral for the
                  Jefferson at Montfort Total Loan when it has become a
                  Specially Serviced Loan (other than in accordance with the
                  terms of the related Loan Documents);

            o     any acceptance of a discounted payoff with respect to the
                  Jefferson at Montfort Total Loan when it has become a
                  Specially Serviced Loan;

            o     any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

            o     any acceptance of an assumption agreement releasing the
                  related Borrower from liability under the Jefferson at
                  Montfort Total Loan;

            o     any release of collateral for the Jefferson at Montfort Total
                  Loan when it has become a Specially Serviced Loan (other than
                  in accordance with the terms of, or upon satisfaction of, the
                  Jefferson at Montfort Total Loan).

            "Jefferson at Montfort Total Loan": The loan identified as Loan No.
7 on the Mortgage Loan Schedule. References herein to the Jefferson at Montfort
Total Loan shall be construed to refer to the aggregate indebtedness under the
related A Loan and the related B Loan.

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

            "KeyBank Loans": Collectively, the Loans transferred to the
Depositor pursuant to the KeyBank Mortgage Loan Purchase Agreement and
identified on Schedule II thereto.

            "KeyBank Mortgage Loan Purchase Agreement": With respect to the
KeyBank Loans, which are identified therein, the agreement between the Depositor
and the KeyBank Mortgage Loan Seller, dated as of December 1, 2003, relating to
the transfer of the KeyBank Mortgage Loan Seller's right, title and interest in
and to the KeyBank Loans identified on Schedule II thereto.

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

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

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

            "Liquidation Event": With respect to any Loan or REO Property, any
of the following events: (i) payment in full of such Loan; (ii) the making of a
Final Recovery Determination with respect to such Loan or REO Property; (iii)
the repurchase of such Loan by the related Mortgage Loan Seller pursuant to
Section 7 of the related Mortgage Loan Purchase Agreement; (iv) the purchase of
such Loan or REO Property by the Directing Certificateholder or the Special
Servicer pursuant to Section 3.18; (v) in the case of any Loan Combination for
which the related Intercreditor Agreement so provides, the purchase of the
related A Loan by the related B Loan Holder or Companion Loan Holder; or (vi)
the purchase of such Loan or REO Property (or, in the case of any Mayfair Mall
REO Property, any interest therein) by the Holders of more than 50% of the
Percentage Interests in the Controlling Class, the Special Servicer or the
Master Servicer pursuant to Section 9.01.

            "Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Loan or REO Loan as to which the Special
Servicer receives a full or discounted payoff with respect thereto from the
related Borrower or any Liquidation Proceeds with respect thereto, equal to the
product of the Liquidation Fee Rate and the proceeds of such full or discounted
payoff or the net Liquidation Proceeds (net of the related costs and expenses
associated with the related liquidation) related to such liquidated Specially
Serviced Loan or REO Loan, as the case may be; provided, however, that no
Liquidation Fee shall be payable with respect to clauses (iii) (so long as such
repurchase occurs within the applicable cure period set forth in the related
Mortgage Loan Purchase Agreement, as extended), (iv), (v) (with respect to
purchases of the Defaulted Loan by the related Companion Loan Holder, so long as
such repurchase occurs within 60 days from the date the related Loan becomes a
Specially Serviced Loan; provided, however, that no Liquidation Fee shall be
payable with respect to a purchase of the Mall at Fairfield Commons Loan by the
Mall at Fairfield Commons Companion Loan Holder even if such Holder purchases
the Defaulted Loan after 60 days from the date it became a Specially Serviced
Loan), or (vi) of the definition of Liquidation Proceeds or, in connection with
the purchase of a Specially Serviced Loan by the Special Servicer or the actual
purchase of a Loan by a mezzanine lender pursuant to the terms of any related
intercreditor agreement unless the purchase price with respect thereto includes
the liquidation fee.

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

            "Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues) actually received by the Trust
(including, in the case of the Mayfair Mall Loan or any Mayfair Mall REO
Property, by the Mayfair Mall Master Servicer or Mayfair Mall Special Servicer),
net of expenses, in connection with: (i) the liquidation of a Mortgaged Property
or other collateral constituting security for a Defaulted Loan (including in the
case of any Loan Combination, the default of the Loan, Companion Loan or B Loan,
as applicable, collectively), through trustee's sale, foreclosure sale, REO
Disposition or otherwise, exclusive of any portion thereof required to be
released to the related Borrower (provided that, in the case of the Mayfair Mall
Loan or any Mayfair Mall REO Property, "Liquidation Proceeds" shall be limited
to only such proceeds of the type described in this clause (i) as are remitted
to the Master Servicer on behalf of the Trust under a Mayfair Mall Servicing
Agreement or if Article XI is in effect, as are transferred from the Mayfair
Mall Custodial Account to the Collection Account pursuant to Section 11.04(b));
(ii) the realization upon any deficiency judgment obtained against a Borrower
(provided that, in the case of the Mayfair Mall Loan or any Mayfair Mall REO
Property, "Liquidation Proceeds" shall be limited to only such proceeds of the
type described in this clause (ii) as are remitted to the Master Servicer on
behalf of the Trust under a Mayfair Mall Servicing Agreement or if Article XI is
in effect, as are transferred from the Mayfair Mall Custodial Account, as the
case may be, to the Collection Account pursuant to Section 11.04(b)); (iii) the
purchase of a Defaulted Loan by the Directing Certificateholder or the Special
Servicer pursuant to Section 3.18; (iv) the repurchase of a Loan by any Mortgage
Loan Seller pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement; (v) in the case of any Loan Combination for which the related
Intercreditor Agreement so provides, the purchase of the related A Loan by the
related B Loan Holder or any holder of a related Companion Loan; or (vi) the
purchase of all Loans by Holders of more than 50% of the Percentage Interests in
the Controlling Class, the Special Servicer or the Master Servicer pursuant to
Section 9.01.

            "Loan": Each of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01, and from time to time held in the Trust Fund,
including any Loan that becomes a Specially Serviced Loan, which does not
include any B Loan or any Companion Loan. As used herein, the term "Loan"
includes the related Note, Mortgage and other documents contained in the related
Mortgage File and any related agreements. For the avoidance of doubt, although
the Mayfair Mall Loan is held in the Trust Fund, the term "Loan" shall exclude
the Mayfair Mall Loan with respect to any obligation of the Master Servicer
hereunder unless the context clearly indicates otherwise.

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

            "Loan Combination": With respect to any A Loan, such A Loan and the
related B Loan and/or Companion Loan, collectively.

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

            "Loan Group": Either of Loan Group No. 1 or Loan Group No. 2.

            "Loan Group No. 1": Collectively, all of the Loans that are Group 1
Loans and any successor REO Loans with respect thereto.

            "Loan Group No. 2": Collectively, all of the Loans that are Group 2
Loans and any successor REO Loans with respect thereto.

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

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

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

            "Lower-Tier Distribution Account": The account, accounts or
sub-accounts created and maintained by the Trustee, pursuant to Section 3.04(b),
in trust for the Certificateholders. Any such account or accounts shall be an
Eligible Account or a sub-account of an Eligible Account.

            "Lower-Tier Distribution Amount": As defined in Section 4.01(b).

            "Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class
as specified in the Preliminary Statement hereto, and (ii) as of any date of
determination after the first Distribution Date, an amount equal to the
Certificate Balance of the Class of Related Certificates on the Distribution
Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii)); provided that (i) with respect to the Class A-1
Certificates, (A) the Lower-Tier Principal Amount of the Class LA-1-1
Uncertificated Interest shall be the lesser of $10,407,000 and the Class
Principal Balance of the Class A-1 Certificates minus $72,258,000 but not less
than zero, (B) the Lower-Tier Principal Amount of the Class LA-1-2
Uncertificated Interest shall be the lesser of $44,410,000 and the Class
Principal Balance of the Class A-1 Certificates minus $27,848,000 but not less
than zero, and (C) the Lower-Tier Principal Amount of the Class LA-1-3
Uncertificated Interest shall be the lesser of $27,848,000 and the Class
Principal Balance of the Class A-1 Certificates; (ii) with respect to the Class
A-2 Certificates, (A) the Lower-Tier Principal Amount for the Class LA-2-1
Uncertificated Interest shall be the lesser of $16,930,000 and the Class
Principal Balance of the Class A-2 Certificates minus $133,438,000 but not less
than zero, (B) the Lower-Tier Principal Amount for the Class LA-2-2
Uncertificated Interest shall be the lesser of $68,999,000 and the Class
Principal Balance of the Class A-2 Certificates minus $64,439,000 but not less
than zero, and (C) the Lower-Tier Principal Amount for the Class LA-2-3
Uncertificated Interest shall be the lesser of $64,439,000 and the Class
Principal Balance of the Class A-2 Certificates; (iii) with respect to the Class
A-3 Certificates, (A) the Lower-Tier Principal Amount for the Class LA-3-1
Uncertificated Interest shall be the lesser of $104,397,000 and the Class
Principal Balance of the Class A-3 Certificates minus $11,208,000 but not less
than zero and (B) the Lower-Tier Principal Amount for the Class LA-3-2
Uncertificated Interest shall be the lesser of $11,208,000 and the Class
Principal Balance of the Class A-3 Certificates; (iv) with respect to the Class
A-4 Certificates, (A) the Lower-Tier Principal Amount for the Class LA-4-1
Uncertificated Interest shall be the lesser of $20,614,000 and the Class
Principal Balance of the Class A-4 Certificates minus $349,660,000 but not less
than zero, (B) the Lower-Tier Principal Amount for the Class LA-4-2
Uncertificated Interest shall be the lesser of $40,320,000 and the Class
Principal Balance of the Class A-4 Certificates minus $309,340,000 but not less
than zero and (C) the Lower-Tier Principal Amount for the Class LA-4-3
Uncertificated Interest shall be the lesser of $309,340,000 and the Class
Principal Balance of the Class A-4 Certificates; (v) with respect to the Class
A-1-A Certificates, (A) the Lower-Tier Principal Amount for the Class LA-1-A-1
Uncertificated Interest shall be the lesser of $3,678,000 and the Class
Principal Balance of the Class A-1-A Certificates minus $336,871,000 but not
less than zero, (B) the Lower-Tier Principal Amount for the Class LA-1-A-2
Uncertificated Interest shall be the lesser of $16,385,000 and the Class
Principal Balance of the Class A-1-A Certificates minus $320,486,000 but not
less than zero, (C) the Lower-Tier Principal Amount for the Class LA-1-A-3
Uncertificated Interest shall be the lesser of $16,900,000 and the Class
Principal Balance of the Class A-1-A Certificates minus $303,586,000 but not
less than zero, (D) the Lower-Tier Principal Amount for the Class LA-1-A-4
Uncertificated Interest shall be the lesser of $32,043,000 and the Class
Principal Balance of the Class A-1-A Certificates minus $271,543,000 but not
less than zero, (E) the Lower-Tier Principal Amount for the Class LA-1-A-5
Uncertificated Interest shall be the lesser of $51,260,000 and the Class
Principal Balance of the Class A-4 Certificates minus $220,283,000 but not less
than zero, (F) the Lower-Tier Principal Amount for the Class LA-1-A-6
Uncertificated Interest shall be the lesser of $11,675,000 and the Class
Principal Balance of the Class A-1-A Certificates minus $208,608,000 but not
less than zero, (G) the Lower-Tier Principal Amount for the Class LA-1-A-7
Uncertificated Interest shall be the lesser of $11,334,000 and the Class
Principal Balance of the Class A-1-A Certificates minus $197,274,000 but not
less than zero and (H) the Lower-Tier Principal Amount for the Class LA-1-A-8
Uncertificated Interest shall be the lesser of $197,274,000 and the Class
Principal Balance of the Class A-1-A Certificates; (vi) with respect to the
Class D Certificates, (A) the Lower-Tier Principal Amount for the Class LD-1
Uncertificated Interest shall be the lesser of $7,235,000 and the Class
Principal Balance of the Class D Certificates minus $24,297,000 but not less
than zero and (B) the Lower-Tier Principal Amount for the Class LD-2
Uncertificated Interest shall be the lesser of $24,297,000 and the Class
Principal Balance of the Class D Certificates; and (vii) with respect to the
Class E Certificates, (A) the Lower-Tier Principal Amount for the Class LE-1
Uncertificated Interest shall be the lesser of $10,738,000 and the Class
Principal Balance of the Class E Certificates minus $6,605,000 but not less than
zero and (B) the Lower-Tier Principal Amount for the Class LE-2 Uncertificated
Interest shall be the lesser of $6,605,000 and the Class Principal Balance of
the Class E Certificates.

            "Lower-Tier REMIC": One of two separate REMICs comprising the Trust
Fund, the assets of which consist of the Loans (exclusive of any Excess
Interest), any REO Property with respect thereto (exclusive of any interest
therein that a B Loan Holder or Companion Loan Holder may have), such amounts as
shall from time to time be held in the Collection Account, the Interest Reserve
Account, the REO Account (exclusive of any such amounts that are allocable to a
B Loan or Serviced Companion Loan), if any, and the Lower-Tier Distribution
Account, and except as otherwise provided in this Agreement, all other property
included in the Trust Fund that is not in the Upper-Tier REMIC or designated as
a grantor trust asset in the Preliminary Statement hereto.

            "MAI": Member of the Appraisal Institute.

            "Mall at Fairfield Commons Intercreditor Agreement": The
intercreditor agreement, dated as of November 1, 2003, by and between KeyBank,
as the initial holder of the Mall at Fairfield Commons Loan, and KeyBank, as the
initial holder of the Mall at Fairfield Commons Companion Loan.

            "Mall at Fairfield Commons Companion Loan": With respect to the Mall
at Fairfield Commons Total Loan, the A-2 component of such loan, which is not
included in the Trust and directly backs the Merrill Lynch Mortgage Trust
2003-KEY1 commercial mortgage securitization. The Mall at Fairfield Commons
Companion Loan is not a "Loan" under this Agreement.

            "Mall at Fairfield Commons Loan": With respect to the Mall at
Fairfield Commons Total Loan, the A-1 component of such loan, which is included
in the Trust. The Mall at Fairfield Commons Loan is a "Loan" under this
Agreement.

            "Mall at Fairfield Commons Specially Designated Servicing Actions":
Any of the following actions with respect to the Mall at Fairfield Commons Loan:

            o     any modification, waiver or amendment of a monetary term of
                  the Mall at Fairfield Commons Total Loan (other than an
                  extension of the original maturity date for six months or less
                  following the original maturity date and a waiver of Penalty
                  Charges) or a material non-monetary term (excluding any waiver
                  of a "due-on-sale" or "due-on-encumbrance" clause, which is
                  covered below);

            o     any foreclosure or comparable conversion of the ownership of
                  the related Mortgaged Property;

            o     any proposed sale of an REO Property that relates to the Mall
                  at Fairfield Commons Total Loan other than in connection with
                  the termination of the Trust Fund;

            o     any determination to bring the related Mortgaged Property or
                  related REO Property into compliance with applicable
                  environmental laws;

            o     any acceptance of substitute or additional collateral for the
                  Mall at Fairfield Commons Total Loan when it has become a
                  Specially Serviced Loan (other than in accordance with the
                  terms of the related Loan Documents);

            o     any acceptance of a discounted payoff with respect to the Mall
                  at Fairfield Commons Total Loan when it has become Specially
                  Serviced Loan;

            o     any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

            o     any acceptance of an assumption agreement releasing the
                  related Borrower from liability under the Mall at Fairfield
                  Commons Total Loan; and

            o     any release of collateral for the Mall at Fairfield Commons
                  Total Loan when it has become Specially Serviced Loan (other
                  than in accordance with the terms of, or upon satisfaction of,
                  the Mall at Fairfield Commons Total Loan).

            "Mall at Fairfield Commons Total Loan": The Mall at Fairfield
Commons Loan and Mall at Fairfield Commons Companion Loan, collectively.

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

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

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

            "Master Servicer Remittance Date": With respect to any Distribution
Date, the Business Day preceding such Distribution Date commencing in January,
2004.

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

            "Master Servicing Fee Rate": With respect to the Master Servicer and
each Loan, Specially Serviced Loan, and REO Loan, a rate equal to 0.01% per
annum computed on the same basis and in the same manner as interest is computed
on the related Loan.

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

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

            "Maturity Date": With respect to any Loan, Serviced Companion Loan
or B Loan as of any date of determination, the date on which the last payment of
principal is due and payable under the related Note, after taking into account
all Principal Prepayments received prior to such date of determination, but
without giving effect to (i) any acceleration of the principal of such Loan,
Serviced Companion Loan or B Loan by reason of default thereunder, (ii) any
grace period permitted by the related Note or (iii) any modification, waiver or
amendment of such Loan, Serviced Companion Loan or B Loan granted or agreed to
by the Master Servicer or the Special Servicer pursuant to Section 3.20 (or, in
the case of the Mayfair Mall Loan, by the Mayfair Mall Master Servicer or the
Mayfair Mall Special Servicer pursuant to a Mayfair Mall Servicing Agreement or
by the Master Servicer or the Special Servicer pursuant to Section 11.13)
occurring prior to such date of determination.

            "Mayfair Mall Change of Servicing Control Event": Any event that, in
accordance with the Mayfair Mall Intercreditor Agreement, would result in the
Mayfair Mall Total Loan being serviced under this Agreement rather than under
the Series 2003-C4 PSA.

            "Mayfair Mall Custodial Account": The meaning assigned thereto in
Section 11.04.

            "Mayfair Mall Companion Loans": The Mayfair Mall Non-Securitized
Companion Loans and the Mayfair Mall Securitized Companion Loan, collectively.

            "Mayfair Mall Intercreditor Agreement": The intercreditor agreement,
dated as of September 11, 2003, by and between Column Financial, Inc., as holder
of the Mayfair Mall Loan, Credit Suisse First Boston Mortgage Securities Corp.,
as holder of the Mayfair Mall Securitized Companion Loan, and Column Financial,
Inc., as holder of the Mayfair Mall Non-Securitized Companion Loans.

            "Mayfair Mall Loan": With respect to the Mayfair Mall Total Loan,
the related A-1 component of such loan, which is included in the Trust. The
Mayfair Mall Loan is a "Loan" under this Agreement.

            "Mayfair Mall Master Servicer": The master servicer of the Mayfair
Mall Total Loan under any Mayfair Mall Servicing Agreement.

            "Mayfair Mall Non-Securitized Companion Loans": With respect to the
Mayfair Mall Total Loan, the related A-3 and A-4 components of such loan, which
are not included in the Trust. The Mayfair Mall Non-Securitized Companion Loans
are not "Loans" under this Agreement.

            "Mayfair Mall Property": The Mortgaged Property identified on the
Mortgage Loan Schedule as "Mayfair Mall."

            "Mayfair Mall REO Loan": Any REO Loan related to the Mayfair Mall
Loan.

            "Mayfair Mall REO Property": The Mayfair Mall Property, if it is
acquired on behalf of the respective holders of the Mayfair Mall Total Loan at a
time that the Trust is one of those holders.

            "Mayfair Mall Securitized Companion Loan": With respect to the
Mayfair Mall Total Loan, the related A-2 component of such loan, which is not
included in the Trust and directly backs the Credit Suisse First Boston Mortgage
Securities Corp., Series 2003-C4 commercial mortgage securitization. The Mayfair
Mall Securitized Companion Loan is not a "Loan."

            "Mayfair Mall Servicing Agreement": Any servicing agreement (other
than this Agreement) pursuant to which the Mayfair Mall Total Loan and any
Mayfair Mall REO Property is to be serviced and/or administered, which is, as of
the Closing Date, in accordance with the Mayfair Mall Intercreditor Agreement,
the Series 2003-C4 PSA.

            "Mayfair Mall Specially Designated Servicing Actions" means any of
the following actions with respect to the Mayfair Mall Loan that is being
serviced and/or administered under the Series 2003-C4 PSA:

            o     any modification, waiver or amendment of a monetary term of
                  the Mayfair Mall Total Loan (other than an extension of the
                  original maturity date for six months or less following the
                  original maturity date and a waiver of Penalty Charges) or a
                  material non-monetary term (excluding any waiver of a
                  "due-on-sale" or "due-on-encumbrance" clause, which is covered
                  below);

            o     any foreclosure or comparable conversion of the ownership of
                  the Mayfair Mall Property;

            o     any proposed sale of an REO Property that relates to the
                  Mayfair Mall Loan other than in connection with the
                  termination of the Series 2003-C4 Trust;

            o     any determination to bring the Mayfair Mall Property or
                  related REO Property into compliance with applicable
                  environmental laws;

            o     any acceptance of substitute or additional collateral for the
                  Mayfair Mall Total Loan when it has become a specially
                  serviced mortgage loan under the Series 2003-C4 PSA (other
                  than in accordance with the terms of the related loan
                  documents);

            o     any acceptance of a discounted payoff with respect to the
                  Mayfair Mall Total Loan when it has become specially serviced
                  mortgage loan under the Series 2003-C4 PSA;

            o     any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

            o     any acceptance of an assumption agreement releasing the
                  related Borrower from liability under the Mayfair Mall Total
                  Loan; and

            o     any release of collateral for the Mayfair Mall Total when it
                  has become a specially serviced mortgage loan under the Series
                  2003-C4 PSA (other than in accordance with the terms of, or
                  upon satisfaction of, the Mayfair Mall Total Loan).

            "Mayfair Mall Special Sevicer": The special servicer with respect to
the Mayfair Mall Total Loan under any Mayfair Mall Servicing Agreement.

            "Mayfair Mall Total Loan": The Mayfair Mall Loan, Mayfair Mall
Securitized Companion Loan and Mayfair Mall Non-Securitized Companion Loans,
collectively.

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

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

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

            "Midland": Midland Loan Services, Inc.

            "Monthly Additional Report on Recoveries and Reimbursements": With
respect to the Due Period immediately prior to the related Determination Date, a
report, in a format reasonably acceptable to the Master Servicer, the Special
Servicer and the Trustee that identifies the following with respect to such Due
Period, in all cases both on a loan-by-loan basis and in the aggregate:

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

            (b)(i) the amount of any Workout-Delayed Reimbursement Amount that
      was reimbursed to the Master Servicer, the Special Servicer or the Trustee
      during such period, (ii) the extent to which any reimbursement of a
      Workout-Delayed Reimbursement Amount made during such period was made from
      principal collections on the related Loan received during such period as
      contemplated by subsections (iv) and (v) of Section 3.05(a), (iii) the
      extent to which any reimbursement of a Workout-Delayed Reimbursement
      Amount made during such period was made from principal collections on the
      remainder of the Loans received during such period as contemplated by
      subsections (iv) and (v) of Section 3.05(a) and (iv) the amount of any
      related Unliquidated Advances;

            (c)(i) the amount of any Unliquidated Advances recovered from the
      related Borrower or otherwise from the proceeds of the related Loan or REO
      Property on behalf of the Trust during such Due Period and (ii) the extent
      to which any such recovery constitutes a Principal Distribution Adjustment
      Amount;

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

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

            (f)(i) the amount of any Nonrecoverable Advance (and accrued and
      unpaid interest thereon) that was reimbursed to the Master Servicer, the
      Special Servicer or the Trustee during the Due Period immediately prior to
      the related Determination Date, and (ii) the extent (if any) to which any
      reimbursement of a Nonrecoverable Advance (and accrued and interest
      thereon) was made from principal collections on the Loans received during
      such period as contemplated by subsection (vi) of Section 3.05(a);

            (g)(i) the amount of any Advance reimbursed to the Master Servicer,
      the Special Servicer or the Trustee as a Nonrecoverable Advance in a prior
      Due Period but recovered from the related Borrower or otherwise from the
      proceeds of the related Loan or REO Property on behalf of the Trust during
      such Due Period (notwithstanding that it was previously determined to
      constitute a Nonrecoverable Advance) and (ii) the extent to which any such
      amount is a Principal Distribtuion Adjustment Amount; and

            (h) a reconciliation of interest on Advances accrued on any
      Workout-Delayed Reimbursement Amount or any Nonrecoverable Advance, any
      Penalty Charges collected during such Due Period and the amount of Penalty
      Charges that were applied to pay or reimburse interest on Advances.

            The preparation of each Monthly Additional Report on Recoveries and
Reimbursements shall constitute a responsibility of the Master Servicer and
shall not constitute a responsibility of any other party; provided, however,
that the Master Servicer shall not be responsible for preparing a Monthly
Additional Report on Recoveries and Reimbursements in any month that neither
Nonrecoverable Advances nor Workout Delayed Reimbursement Amounts were paid from
principal collections in the Collection Account. Each CMSA Loan Periodic Update
File prepared by the Master Servicer shall be accompanied by a Monthly
Additional Report on Recoveries and Reimbursements.

            "Moody's": Moody's Investors Service, Inc. or its successor in
interest.

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

            "Monthly Payment": With respect to any Loan (other than any REO
Loan) and any Due Date, the scheduled monthly payment of principal, if any, and
interest at the Mortgage Rate, excluding any Balloon Payment, which is payable
by the related Borrower on such Due Date under the related Note (as such terms
may be changed or modified in connection with a bankruptcy or similar proceeding
involving the related Borrower or by reason of a modification, waiver or
amendment of such Loan granted or agreed to by the Master Servicer or Special
Servicer pursuant to Section 3.20 (or, in the case of the Mayfair Mall Loan, by
the Mayfair Mall Master Servicer or the Mayfair Mall Special Servicer pursuant
to a Mayfair Mall Servicing Agreement, or by the Master Servicer or the Special
Servicer pursuant to Section 11.13)), without regard to any acceleration of
principal of such Loan by reason of a default thereunder. With respect to an REO
Loan, the monthly payment that would otherwise have been payable on the related
Due Date had the related Note not been discharged, determined as set forth in
the preceding sentence and on the assumption that all other amounts, if any, due
thereunder are paid when due.

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

            "Mortgage File":

            (a) With respect any Loan other than the Mayfair Mall Loan, the
following documents:

            (i) the original Note (or a lost note affidavit with a customary
      indemnification provision), bearing, or accompanied by, all prior and
      intervening endorsements or assignments showing a complete chain of
      endorsement or assignment from the applicable Mortgage Loan Originator
      either in blank or to the applicable Mortgage Loan Seller, and further
      endorsed (at the direction of the Depositor given pursuant to the related
      Mortgage Loan Purchase Agreement) by the applicable Mortgage Loan Seller,
      on its face or by allonge attached thereto, without recourse, in blank or
      to the order of the Trustee in the following form: "Pay to the order of
      Wells Fargo Bank Minnesota, N.A., as trustee for the registered Holders of
      Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
      Pass-Through Certificates, Series 2003-C5, without recourse,
      representation or warranty, express or implied";

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

            (iii) an original assignment of the Mortgage, in recordable form
      (except for any missing recording information and, if applicable,
      completion of the name of the assignee), from the applicable Mortgage Loan
      Seller (or the Mortgage Loan Originator) either in blank or to "Wells
      Fargo Bank Minnesota, N.A., as trustee for the registered Holders of
      Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
      Pass-Through Certificates, Series 2003-C5";

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

            (v) an original assignment of any related Assignment of Leases (if
      such item is a document separate from the Mortgage), in recordable form
      (except for any missing recording information and, if applicable,
      completion of the name of the assignee), from the Mortgage Loan Seller (or
      the Mortgage Loan Originator) either in blank or to "Wells Fargo Bank
      Minnesota, N.A., as trustee for the registered Holders of Credit Suisse
      First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
      Certificates, Series 2003-C5";

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

            (vii) an original assignment of any related Security Agreement (if
      such item is a document separate from the Mortgage), from the Mortgage
      Loan Seller or the applicable Mortgage Loan Originator either in blank or
      to "Wells Fargo Bank Minnesota, N.A., as trustee for the registered
      Holders of Credit Suisse First Boston Mortgage Securities Corp.,
      Commercial Mortgage Pass-Through Certificates, Series 2003-C5," which
      assignment may be included as part of an omnibus assignment covering other
      documents relating to the Loan provided that such omnibus assignment is
      effective under applicable law;

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

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

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

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

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

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

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

            (xv) an original, counterpart or copy of any Loan Agreement (if
      separate from the Mortgage);

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

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

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

            (xix) a copy of the mortgage note evidencing the related Companion
      Loan or the related B Loan;

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

            (xxi) copies of franchise agreements and franchisor comfort letters,
      if any, for hospitality properties;

            (xxii) the checklist of the related Loan Documents, if any, that is
      included in the Mortgage File for the related Loan; and

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

            (b) With respect to the Mayfair Mall Loan, the following documents
      on a collective basis:

            (i) the original executed Note for such Loan, endorsed (either on
      the face thereof or pursuant to a separate allonge) "Pay to the order of
      Wells Fargo Bank Minnesota, N.A., as trustee for the registered holders of
      Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
      Pass-Through Certificates, Series 2003-C5, without recourse", or in blank,
      without recourse and further showing a complete, unbroken chain of
      assignment and endorsement from the originator (if such originator is
      other than the related Mortgage Loan Seller); or, alternatively, if the
      original executed Note has been lost, a lost note affidavit and indemnity
      with a copy of such Note;

            (ii) a copy of the executed Mayfair Mall Intercreditor Agreement;

            (iii) a copy of a Mayfair Mall Servicing Agreement; and

            (iv) a copy of the documents comprising the "Mortgage File" under
      the Mayfair Mall Servicing Agreement.

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

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

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

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

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

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

            (ii) the property name;

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

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

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

            (vi) the original principal balance;

            (vii) the Cut-off Date Principal Balance;

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

            (ix) the original and remaining amortization terms;

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

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

            (xii) the Loan interest accrual method;

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

            (xiv) the Due Date;

            (xv) whether such loan is an ARD Loan;

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

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

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

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

            (xx) which Loan Group includes such Loan; and

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

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

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

            "Mortgage Pool": shall mean all of the Loans and any successor REO
Loans, collectively, as of any particular date of determination. The Mortgage
Pool shall not include any Companion Loan or B Loan.

            "Mortgage Rate": With respect to: (i) any Loan, Serviced Companion
Loan or B Loan on or prior to its Maturity Date, the annual rate at which
interest is scheduled (in the absence of a default and without giving effect to
any Revised Rate) to accrue on such Loan, Serviced Companion Loan or B Loan from
time to time in accordance with the related Note and applicable law; (ii) any
Loan, Serviced Companion Loan or B Loan after its Maturity Date, the annualized
rate described in clause (i) above determined without regard to the passage of
such Maturity Date; and (iii) any REO Loan, the annualized rate described in
clause (i) or (ii), as applicable, above, determined as if the predecessor Loan
(or predecessor Serviced Companion Loan or B Loan, as the case may be) had
remained outstanding. For purposes of calculating the Net Mortgage Rate and the
Weighted Average Net Mortgage Rate, the Mortgage Rate for any Loan whose
interest rate is changed will be the Mortgage Rate of such Loan without taking
into account any change in the interest rate by a bankruptcy court pursuant to a
plan of reorganization or pursuant to any of its equitable powers or any
reduction in the interest rate resulting from a work-out or modification by the
Special Servicer or the Master Servicer, if applicable (or, in the case of the
Mayfair Mall Loan, by the Mayfair Mall Master Servicer pursuant to a Mayfair
Mall Servicing Agreement or by the Master Servicer or the Special Servicer
pursuant to Section 11.13).

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

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

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

            "Net Mortgage Pass-Through Rate":

            (A) With respect to any Loan that accrues interest on a 30/360
      Basis, an annual rate equal to the mortgage interest rate in effect for
      that mortgage loan as of its due date in December 2003, minus the sum of
      the Master Servicing Fee Rate, the Primary Servicing Fee Rate and the
      Trustee Fee Rate; and

            (B) With respect to any Loan that accrues interest on an Actual /360
      Basis, an annual rate generally equal to twelve times a fraction,
      expressed as a percentage:

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

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

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

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

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

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

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

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

            "Nonrecoverable P&I Advance": The portion of any P&I Advance
(including interest accrued thereon at the Reimbursement Rate) previously made
or proposed to be made in respect of a Loan or REO Loan which, in the judgment
(in accordance with the Servicing Standard in the case of judgment by the Master
Servicer or the Special Servicer) of the Master Servicer, the Special Servicer,
or the Trustee, as applicable, will not be ultimately recoverable, together with
any accrued and unpaid interest thereon, from Late Collections or any other
recovery on or in respect of such Loan or REO Loan. The determination by the
Master Servicer, the Special Servicer, or the Trustee, as applicable, that it
has made (or, in the case of a determination made by the Special Servicer, that
the Master Servicer has made) a Nonrecoverable P&I Advance or that any proposed
P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be
evidenced by an Officer's Certificate delivered (i) to the Trustee and the
Depositor, in the case of the Master Servicer, (ii) to the Master Servicer in
the case of the Special Servicer, (iii) to the Depositor and the Master
Servicer, in the case of the Trustee, and (iv) in each case, to the Directing
Certificateholder and any Requesting Subordinate Certificateholder (at the
expense of such requesting Holder) setting forth such determination of
nonrecoverability and the considerations of the Master Servicer, the Special
Servicer, or the Trustee, as applicable, forming the basis of such determination
(which shall include but shall not be limited to information, to the extent
available, such as related income and expense statements, rent rolls, occupancy
status, property inspections, and shall include an Appraisal (provided that if
an Appraisal has been obtained within the past 12 months, no new Appraisal is
required) of the related Loan or Mortgaged Property, the cost of which Appraisal
shall be advanced by the Master Servicer as a Servicing Advance). The Trustee
shall be entitled to conclusively rely on the Master Servicer's determination
that a P&I Advance is nonrecoverable. The Master Servicer and the Trustee shall
be entitled to conclusively rely on the Special Servicer's determination that a
P&I Advance is nonrecoverable. Any determination made by the Series 2003-KEY1
Master Servicer or the Master Servicer regarding the nonrecoverability of any
P&I Advance with respect to any portion of the Mall at Fairfield Commons Total
Loan will be binding on the Trust Fund and the Series 2003-KEY1 Trust. Any
determination made by the Series 2003-C4 Master Servicer regarding the
nonrecoverability of any P&I Advance with respect to the Mayfair Mall
Securitized Companion Loan will be binding on the Trust Fund with respect to the
Mayfair Mall Loan. Any determination made by the Master Servicer or any master
servicer of any Stanford Shopping Center Companion Loan (upon the securitization
of such loans) regarding the nonrecoverability of any P&I Advance with respect
to any portion of the Stanford Shopping Center Total Loan will be binding on the
Trust Fund and the trust fund or trust funds, as the case may be, containing the
Stanford Shopping Center Companion Loans.

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

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

            "Notional Balance": For any date of determination, the Class A-X
Notional Amount or the Class A-SP Notional Amount, as applicable.

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

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

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

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

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

            "Original Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, the principal amount thereof as of the
Closing Date, in each case as specified in the Preliminary Statement hereto.

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

            "Origination Required Insurance Amounts": As defined in Section
3.07(h).

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

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

            "P&I Advance": As to any Loan or REO Loan, any advance made by the
Master Servicer or the Trustee, as applicable, pursuant to Section 3.02(c),
Section 4.03 or Section 7.05.

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

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

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

            Class A-1:        Class A-1 Pass-Through Rate
            Class A-2:        Class A-2 Pass-Through Rate
            Class A-3:        Class A-3 Pass-Through Rate
            Class A-4:        Class A-4 Pass-Through Rate
            Class A-X:        Class A-X Pass-Through Rate
            Class A-SP:       Class A-SP Pass-Through Rate
            Class B:          Class B Pass-Through Rate
            Class C:          Class C Pass-Through Rate
            Class D:          Class D Pass-Through Rate
            Class E:          Class E Pass-Through Rate
            Class F:          Class F Pass-Through Rate
            Class A-1-A:      Class A-1-A Pass-Through Rate
            Class G:          Class G Pass-Through Rate
            Class H:          Class H Pass-Through Rate
            Class J:          Class J Pass-Through Rate
            Class K:          Class K Pass-Through Rate
            Class L:          Class L Pass-Through Rate
            Class M:          Class M Pass-Through Rate
            Class N:          Class N Pass-Through Rate
            Class O:          Class O Pass-Through Rate
            Class P:          Class P Pass-Through Rate

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

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

            "Performance Certification" shall have the meaning set forth in
Section 3.26.

            "Performing Party" shall have the meaning assigned thereto in
Section 3.26.

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

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

            (ii) time deposits, unsecured certificates of deposit or bankers'
      acceptances that mature in one year or less after the date of issuance and
      are issued or held by any depository institution or trust company
      incorporated or organized under the laws of the United States of America
      or any State thereof and subject to supervision and examination by federal
      or state banking authorities, so long as the commercial paper or other
      short-term debt obligations of such depository institution or trust
      company are rated in the highest short-term debt rating category of each
      Rating Agency or such other ratings as will not result in the downgrading,
      withdrawal or qualification of then-current rating assigned by each Rating
      Agency to any Certificate, as confirmed in writing by such Rating Agency;

            (iii) repurchase agreements or obligations with respect to any
      security described in clause (i) above where such security has a remaining
      maturity of one year or less and where such repurchase obligation has been
      entered into with a depository institution or trust company (acting as
      principal) described in clause (ii) above;

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

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

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

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

provided that such instrument or security qualifies as a "cashflow investment"
pursuant to Section 860G(a)(6) of the Code; 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, if rated by S&P,
the obligation must not have an "r" highlighter affixed to its rating, and must
have a predetermined fixed dollar of principal due at maturity that cannot vary
or change.

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

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

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

            "PNC": PNC Bank, National Association.

            "PNC Loans": Collectively, the Loans transferred to the Depositor
pursuant to the PNC Mortgage Loan Purchase Agreement and identified on Schedule
II thereto.

            "PNC Mortgage Loan Purchase Agreement": With respect to the PNC
Loans, which are identified therein, the agreement between the Depositor and the
PNC Mortgage Loan Seller, dated as of December 1, 2003, relating to the transfer
of the PNC Mortgage Loan Seller's right, title and interest in and to the PNC
Loans identified therein.

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

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

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

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

            "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Loan that was subject to a Principal Prepayment in full or in
part, or as to which Insurance and Condemnation Proceeds were received by the
Master Servicer or Special Servicer for application to such Loan (including, in
the case of the Mayfair Mall Loan, by the Mayfair Mall Master Servicer or
Mayfair Mall Special Servicer, on behalf of the Trust), in each case after the
Determination Date in the calendar month preceding such Distribution Date but
prior to the Due Date in the related Due Period, the amount of interest that
would have accrued at the Net Mortgage Pass-Through Rate for such Loan on the
amount of such Principal Prepayment or Insurance and Condemnation Proceeds
during the period commencing on the date as of which such Principal Prepayment
or Insurance and Condemnation Proceeds were applied to the unpaid principal
balance of the Loan and ending on (and including) the day immediately preceding
such Due Date. For the avoidance of doubt, any Prepayment Interest Shortfall
with respect to the Mayfair Mall Loan shall be determined in accordance with the
Series 2003-C4 PSA.

            "Primary Servicer": KRECM, Midland or any other subservicer
specifically identified as a "Primary Servicer" hereunder or in a Sub-Servicing
Agreement dated as of December 1, 2003 between the Master Servicer and such
subservicer, in its capacity as a primary servicer, or any successors thereto.

            "Primary Servicing Agreement": Each of the Sub-Servicing Agreements
dated as of December 1, 2003, by and between the Master Servicer and KRECM or
any other Primary Servicer.

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

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

            "Principal Distribution Adjustment Amount": As to any Distribution
Date, the sum of (i) the amount of any Nonrecoverable Advance that was
reimbursed to the Master Servicer or Trustee and that was deemed to have been
reimbursed out of the Principal Distribution Amount and (ii) any Workout-Delayed
Reimbursement Amount that was reimbursed to the Master Servicer or Trustee and
that was deemed to have been reimbursed out of the Principal Distribution
Amount, in each case, with interest on such Advance, during the period since the
preceding Distribution Date.

            "Principal Distribution Amount": As to any Distribution Date, an
amount equal to the total, without duplication, of the following: (i) all
payments of principal, including voluntary Principal Prepayments and the
principal portion of any Cure Payments, received by or on behalf of the Trust
Fund with respect to the Loans (but not in respect of any Serviced Companion
Loan or B Loan) during the related Due Period, exclusive of any of those
payments that represents a late collection of principal for which an Advance was
previously made for a prior Distribution Date or that represents a Monthly
Payment of principal due on or before the due date for the related Loan in
December 2003 or on a due date for the related Loan subsequent to the end of the
related Due Period, (ii) all Monthly Payments of principal received by or on
behalf of the Trust Fund with respect to the Loans prior to, but that are due
during, the related Due Period, (iii) all other collections, including
Liquidation Proceeds and Insurance and Condemnation Proceeds, that were received
by or on behalf of the Trust Fund with respect to any of the Loans (but not in
respect of any Serviced Companion Loan or B Loan) or any related REO Properties
during the related Due Period and that were identified and applied by the Master
Servicer as recoveries of principal of the subject Loan (but not in respect of
any Serviced Companion Loan or B Loan) or, in the case of an REO Property, of
the related Loan, in each case net of any portion of the particular collection
that represents a late collection of principal for which an Advance of principal
was previously made for a prior Distribution Date or that represents a Monthly
Payment of principal due on or before the Due Date for the related mortgage in
December 2003, (iv) all Advances of principal made with respect to the Loans for
that Distribution Date, and (v) either (A) if the Mayfair Mall Total Loan or any
Mayfair Mall REO Property is then being serviced and administered pursuant to a
Mayfair Mall Servicing Agreement, all amounts received by the Master Servicer on
behalf of the Trust as remittances under such Mayfair Mall Servicing Agreement
on or with respect to the Mayfair Mall Loan or any Mayfair Mall REO Loan since
the preceding Distribution Date (or, in the case of the initial Distribution
Date, since the Closing Date) that represents a payment, advance or other
recovery of principal with respect to such Mayfair Mall Loan or Mayfair Mall REO
Loan, as the case may be, exclusive of any portion of such amounts that
represents a Late Collection of principal due on or before the Cut-off Date or
for which a P&I Advance was previously made under this Agreement for a prior
Distribution Date, or (B) if the Mayfair Mall Total Loan or any Mayfair Mall REO
Property is then being serviced and administered pursuant to Article XI, the
total of all amounts described in clauses (i) through (iv) above with respect to
the Mayfair Mall Loan or any Mayfair Mall REO Loan (calculated as if the Mayfair
Mall Loan was a serviced Loan under this Agreement or any Mayfair Mall REO
Property was an Administered REO Property, as applicable); provided, that if any
Insurance and Condemnation Proceeds or Liquidation Proceeds were received and/or
a Final Recovery Determination was made with respect to any Loan or REO Property
during the related Due Period, then that portion, if any, of the aggregate
amount described in clause (i) through (iv) above that is specifically
attributable to such Loan, shall be reduced to not less than zero by any Special
Servicing Fees, Liquidation Fees or Advance Interest that were paid hereunder
from a source with respect to such Loan or REO Property other than Penalty
Charges collected during the Due Period. For the final Distribution Date, an
amount equal to the total Stated Principal Balance of the Mortgage Pool
outstanding immediately prior to that final Distribution Date.

            Notwithstanding the foregoing, (i) the Principal Distribution Amount
will be reduced for any Loan Group as to which funds were used therefrom to
reimburse Nonrecoverable Advances or Workout Delayed Reimbursement Amounts (as
described in Section 1.05) on any Distribution Date by an amount equal to the
Principal Distribution Adjustment Amount calculated with respect to such
Distribution Date and (ii) the Principal Distribution Amount will be increased
for any Loan Group as to which funds were used therefrom to reimburse
Nonrecoverable Advances or Workout Delayed Reimbursement Amounts on any
Distribution Date by the amount of any recovery occurring during the related Due
Period of an amount that was previously advanced with respect to a Loan if such
Advance was previously reimbursed from Principal Distribution Amounts from such
Loan Group in a manner that resulted in a Principal Distribution Adjustment
Amount for such Loan Group on a prior Distribution Date.

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

            "Private Certificate": Any Class A-X, Class A-SP, Class A-1-A, Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P
Certificate.

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

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

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

            "Prospectus": The Prospectus dated November 10, 2003, as
supplemented by the Prospectus Supplement.

            "Prospectus Supplement": The Prospectus Supplement dated November
20, 2003, relating to the offering of the Public Certificates.

            "Public Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-4, Class B, Class C, Class D, Class E or Class F Certificate.

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

            (i) the outstanding principal balance of such Loan as of the date of
      purchase (and, if the Loan that is being purchased is part of a Loan
      Combination and the related Companion Loan Holder or B Loan Holder has
      previously made a Cure Payment, the outstanding principal balance as
      reduced by the principal portion of such Cure Payment);

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

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

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

            (v) if such Loan is being purchased by a B Loan Holder or Companion
      Loan Holder pursuant to the related Intercreditor Agreement following 60
      days from the related Loan becoming a Specially Serviced Loan, the amount
      of the Liquidation Fee payable to the Special Servicer; provided, that no
      Liquidation Fee shall be payable with respect to a purchase of the Mall at
      Fairfield Commons Loan by the Mall at Fairfield Commons Companion Loan
      Holder even if such Holder purchases the Mall at Fairfield Commons Loan
      after 60 days from the date it became a Specially Serviced Loan; and

            (vi) if such Loan is being purchased by a Mortgage Loan Seller
      pursuant to Section 7 of the related Mortgage Loan Purchase Agreement, all
      reasonable out-of-pocket expenses reasonably incurred (whether paid or
      then owing) by the Master Servicer, the Special Servicer, the Depositor
      and the Trustee in respect of the Breach or Defect giving rise to the
      repurchase obligation, including any expenses arising out of the
      enforcement of the repurchase obligation and, without duplication of any
      amounts described above in this definition, any realized losses and Trust
      Fund expenses incurred prior to such purchase date with respect to such
      Loan and/or (if applicable) its related Companion Loan or B Loan.

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

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

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

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

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

            "Rated Final Distribution Date": As to each Class of Certificates,
other than the Class P Certificates, the Distribution Date occurring in December
2036.

            "Rating Agency": Each of S&P and Fitch, (and, solely with respect to
matters concerning the Mayfair Mall Total Loan and the Stanford Shopping Center
Total Loan if Moody's is rating the certificates issued pursuant to a
securitization which contains a related Companion Loan, Moody's) or their
successors in interest. If any of such rating agencies or any successor thereto
ceases to remain in existence, "Rating Agency" shall be deemed to refer to any
other NRSRO, or other comparable Person, designated by the Depositor to replace
the rating agency that has ceased to exist. Notice of such designation shall be
given to the Trustee and the Master Servicer, and the specific ratings of Fitch
and S&P herein referenced shall be deemed to refer to the equivalent ratings of
the party so designated. Any reference to a written confirmation from such
Rating Agency with respect to Moody's shall refer to the ratings assigned by
Moody's to certificates issued pursuant to a securitization which contains the
Mayfair Mall Companion Loans or the Stanford Shopping Center Companion Loans.

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

            "Registered Certificate" shall mean any Certificate that has been
subject to registration under the Securities Act. As of the Closing Date, the
Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E
and Class F Certificates constitute Registered Certificates.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders and any B Loan Holder or Companion
Loan Holder, which shall be entitled "Clarion Partners, LLC, as Special
Servicer, in trust for Wells Fargo Bank Minnesota, N.A., as Trustee, for Holders
of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates and any B Loan Holder or Companion Loan Holder, as
their interests may appear, Series 2003-C5 REO Account." Any such account or
accounts shall be an Eligible Account.

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

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

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

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

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

            "REO Property": A Mortgaged Property (or an interest therein, if the
Mortgaged Property securing the Jefferson at Montfort Total Loan, the Mall at
Fairfield Commons Total Loan, any CBA A/B Loan Pair or the Stanford Shopping
Center Total Loan has been acquired by the Trust) acquired by the Special
Servicer on behalf of and in the name of the Trustee (or its nominee) for the
benefit of the Certificateholders and, with respect to any Loan Combination, the
related Companion Loan Holders and B Loan Holders, through foreclosure,
acceptance of a deed in lieu of foreclosure or otherwise in accordance with
applicable law in connection with the default or imminent default of a Loan.

            "REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property. With respect to an REO
Property that had been security for an A Loan, "REO Revenues" shall only include
the portion of the amounts described above received with respect to such REO
Property that are allocable to the related A Loan pursuant to the related
Intercreditor Agreement.

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

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

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

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

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

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

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

            "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors in interest. If neither such
rating agency nor any successor remains in existence, "S&P" shall be deemed to
refer to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the other parties hereto, and specific ratings of Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated. References herein to "applicable rating category" (other than such
references to "highest applicable rating category") shall, in the case of S&P,
be deemed to refer to such applicable rating category of S&P, without regard to
any plus or minus or other comparable rating qualification.

            "Sarbanes-Oxley Certification" shall have the meaning set forth in
Section 3.26.

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

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

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

            "Senior Principal Distribution Cross-Over Date": The first
Distribution Date as of which the aggregate Certificate Balance of the Class
A-1-A, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates outstanding
immediately prior thereto equals or exceeds the sum of (a) the aggregate Stated
Principal Balance of the Mortgage Pool that will be outstanding immediately
following such Distribution Date, plus (b) the lesser of (i) the Principal
Distribution Amount for such Distribution Date and (ii) the portion of the
Available Distribution Amount for such Distribution Date that will remain after
all distributions of interest to be made on the Class A-1-A, Class A-X, Class
A-SP, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates on such
Distribution Date pursuant to Section 4.01(a) have been so made.

            "Sequential Pay Certificates": Any of the Class A-1, Class A-2,
Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class A-1-A,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O or Class
P Certificates.

            "Series 2003-C4 Appraisal Reduction Amount": An "Appraisal Reduction
Amount" under the Series 2003-C4 PSA.

            "Series 2003-C4 Appraisal Reduction Event": An "Appraisal Reduction
Event" under the Series 2003-C4 PSA.

            "Series 2003-C4 Assumed Scheduled Payment": An "Assumed Scheduled
Payment" under the Series 2003-C4 PSA.

            "Series 2003-C4 Certificate": Any of the Credit Suisse First Boston
Mortgage Securities Corp. Series 2003-C4 Commercial Mortgage Pass-Through
Certificates.

            "Series 2003-C4 Certificateholder": A "Certificateholder" under the
Series 2003-C4 PSA.

            "Series 2003-C4 Collection Account": The "Collection Account" under
the Series 2003-C4 PSA.

            "Series 2003-C4 Companion Loan Custodial Account": The "Mayfair Mall
Custodial Account" under the Series 2003-C4 PSA.

            "Series 2003-C4 Depositor": The "Depositor" under the Series 2003-C4
PSA.

            "Series 2003-C4 Directing Certificateholder": The "Series 2003-C4
Directing Certificateholder" under the Series 2003-C4 PSA.

            "Series 2003-C4 Event of Default": An "Event of Default" under the
Series 2003-C4 PSA.

            "Series 2003-C4 Master Servicer": The "Master Servicer" under the
Series 2003-C4 PSA.

            "Series 2003-C4 PSA": The Pooling and Servicing Agreement dated as
of September 11, 2003, among Credit Suisse First Boston Mortgage Securities
Corp., as depositor, KeyCorp Real Estate Capital Markets, Inc., as master
servicer, Lennar Partners, Inc., as special servicer, and Wells Fargo Bank
Minnesota, N.A., as trustee, relating to the Series 2003-C4 Certificates, as
such agreement may from time to time be modified, amended, supplemented or
restated.

            "Series 2003-C4 Rating Agency": A "Rating Agency" under the Series
2003-C4 PSA.

            "Series 2003-C4 Requesting Subordinate Certificateholder": The
"Requesting Subordinate Certificateholder" under the Series 2003-C4 PSA.

            "Series 2003-C4 Servicing Standard": The "Servicing Standard" under
the Series 2003-C4 PSA.

            "Series 2003-C4 Servicing Transfer Event": A "Servicing Transfer
Event" under the Series 2003-C4 PSA.

            "Series 2003-C4 Special Servicer": The "Special Servicer" under the
Series 2003-C4 PSA.

            "Series 2003-C4 Specially Serviced Mortgage Loan": shall mean a
"Specially Serviced Mortgage Loan" under the Series 2003-C4 PSA.

            "Series 2003-C4 Trust": The "Trust" under the Series 2003-C4 PSA.

            "Series 2003-C4 Trustee": The "Trustee" under the Series 2003-C4
PSA.

            "Series 2003-KEY1 Master Servicer": The "Master Servicer" under the
Series 2003-KEY1 PSA.

            "Series 2003-KEY1 PSA": The Pooling and Servicing Agreement dated as
of November 1, 2003, between Merrill Lynch Mortgage Investors, Inc., as
depositor, KeyCorp Real Estate Capital Markets, Inc., as master servicer, ARCap
Servicing, Inc., as special servicer, LaSalle Bank National Association, as
trustee, and ABN AMRO Bank N.V., as fiscal agent, relating to the Merrill Lynch
Mortgage Trust Series 2003-KEY1 Certificates, as such agreement may from time to
time be modified, amended, supplemented or restated.

            "Series 2003-KEY1 Rating Agency": A "Rating Agency" under the Series
2003-KEY1 PSA.

            "Series 2003-KEY1 Special Servicer": The "Special Servicer" under
the Series 2003-KEY1 PSA.

            "Series 2003-KEY1 Trust": The "Trust" under the Series 2003-KEY1
PSA.

            "Series 2003-KEY1 Trustee": The "Trustee" under the Series 2003-KEY1
PSA.

            "Serviced Companion Loan": Each of the Mall at Fairfield Commons
Companion Loan and the Stanford Shopping Center Companion Loan.

            "Serviced Loan": Any Loan other than the Mayfair Mall Loan.

            "Serviced Loan Combination": The Mall at Fairfield Commons Total
Loan, the Stanford Shopping Center Total Loan, the Jefferson at Montfort Total
Loan and, with respect to each CBA A/B Loan Pair upon, a "Material Default"
under the related CBA A/B Intercreditor Agreement, such CBA A/B Loan Pair,
collectively.

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

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

            "Servicing File": Any documents, certificates, opinions and reports
(other than documents required to be part of the related Mortgage File)
delivered by the related Borrower in connection with or relating to the
origination and servicing of any Loan, Serviced Companion Loan or B Loan or
which are reasonably required for the ongoing administration of the Loan,
Serviced Companion Loan or B Loan including appraisals, surveys, engineering
reports, environmental reports, financial statements, leases, rent rolls and
tenant estoppels, but excluding any other documents and writings that have been
prepared by the related Mortgage Loan Seller or any of its Affiliates solely for
internal credit analysis or other internal uses or any attorney-client
privileged communication, together with copies of documents required to be part
of the related Mortgage File.

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

            "Servicing Standard": As defined in Section 3.01(a); provided that
the "Servicing Standard" shall apply with respect to the Mayfair Mall Loan and
any Mayfair Mall REO Property only to the extent that the Master Servicer or
Special Servicer has any express duties or rights to grant consent with respect
thereto pursuant to Articles I through X.

            "Servicing Transfer Event": With respect to any Loan, Serviced
Companion Loan or B Loan, as applicable, the occurrence of any of the following
events:

            (i) a payment default shall have occurred on such Loan, Serviced
      Companion Loan or B Loan at its Maturity Date (except, if (a) the Borrower
      is making its Assumed Scheduled Payment, (b) the Borrower notifies the
      Master Servicer of its intent to refinance such Loan prior to the Maturity
      Date of the Loan, Serviced Companion Loan or B Loan, (c) the Borrower
      delivers a firm commitment to refinance acceptable to the Directing
      Certificateholder within 45 days after the Maturity Date, and (d) such
      refinancing occurs within 90 days of such default, which 90 day period may
      be extended to 150 days at the Directing Certificateholder's discretion);
      or

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

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

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

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

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

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

            (viii) with respect to any Loan that is a part of any Loan
      Combination where the related Companion Loan Holder or B Loan Holder has
      exercised its right to cure consecutive monetary defaults up to the amount
      of consecutive monetary defaults permitted pursuant to the related
      Intercreditor Agreement and a monetary default occurs in the following
      month, then servicing of such Loan Combination shall be transferred to the
      related Special Servicer at the expiration of the Mortgagor's grace period
      for the current monetary default; or

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

If a default occurs under any Loan Combination, which the related B Loan Holder
or Companion Loan Holder has the option to cure pursuant to the related
Intercreditor Agreement, then a Servicing Transfer Event will not be deemed to
have occurred with respect to such Loan Combination and such Loan Combination
will not be considered a Specially Serviced Loan unless and until the related B
Loan Holder or Companion Loan Holder does not exercise its option to cure prior
to the expiration of the applicable cure period as described in such related
Intercreditor Agreement.

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

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

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

            "Sole Certificateholder": Any Holder (or Holders provided they act
in unanimity) holding 100% of then outstanding Class A-X, Class A-SP, Class J,
Class K, Class L, Class M, Class N, Class O and Class P Certificates or an
assignment of the voting rights thereof; provided, however, that the Certificate
Balances of the Class A-1, Class A-2, Class A-3, Class A-4, B, Class C, Class D,
Class E, Class F, Class A-1-A, Class G and Class H Certificates have been
reduced to zero.

            "Specially Designated Servicing Actions": Any of the Jefferson at
Montfort Specially Designated Servicing Actions, Mall at Fairfield Commons
Specially Designated Servicing Actions, Mayfair Mall Specially Designated
Servicing Actions and Stanford Shopping Center Specially Designated Servicing
Actions, individually or collectively, as the case may be.

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

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

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Loan and each REO Loan, 0.35% per annum computed on the basis of the
Stated Principal Balance of the related Loan and for the same period for which
any related interest payment on the related Specially Serviced Loan is computed,
as more particularly described in Section 3.11; provided, however, that, such
fee shall at least equal $4,000 per month with respect to each Specially
Serviced Loan, and provided, further, that such minimum amount may be reduced by
the Directing Certificateholder.

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

            "Stanford Shopping Center Companion Loans": With respect to the
Stanford Shopping Center Total Loan, the related A-1 and A-2 components of such
loan, which are not included in the Trust. The Stanford Shopping Center
Companion Loans are not a "Loan."

            "Stanford Shopping Center Control Group": The holders of more than
50% of the outstanding principal balance of the Stanford Shopping Center Total
Loan (provided, that the mortgage loans constituting the Stanford Shopping
Center Total Loan are deemed to remain outstanding even if the related Mortgaged
Property becomes an REO Property), designated, for purposes of objecting to
Stanford Shopping Center Specially Designated Servicing Actions proposed by the
Special Servicer with respect to the Stanford Shopping Center Total Loan or any
related REO Property, directing the actions of the Special Servicer with respect
to the Stanford Shopping Center Total Loan (if it constitutes a Specially
Serviced Loan) or any related REO Property and/or replacing the Special Servicer
in respect of the Stanford Shopping Center Total Loan or any related REO
Property.

            "Stanford Shopping Center Loan": With respect to the Stanford
Shopping Center Total Loan, the related A-3 component of such loan, which is
included in the Trust. The Stanford Shopping Center Loan is a "Loan."

            "Stanford Shopping Center Specially Designated Servicing Actions"
means any of the following actions with respect to the Stanford Shopping Center
Loan:

            o     any modification, waiver or amendment of a monetary term of
                  the Stanford Shopping Center Total Loan (other than an
                  extension of the original maturity date for six months or less
                  following the original maturity date and a waiver of Penalty
                  Charges) or a material non-monetary term (excluding any waiver
                  of a "due-on-sale" or "due-on-encumbrance" clause, which is
                  covered below);

            o     any foreclosure or comparable conversion of the ownership of
                  the related Mortgaged Property;

            o     any proposed sale of an REO Property that relates to the
                  Stanford Shopping Center Total Loan other than in connection
                  with the termination of the trust;

            o     any determination to bring the related Mortgaged Property or
                  related REO Property into compliance with applicable
                  environmental laws;

            o     any acceptance of substitute or additional collateral for the
                  Stanford Shopping Center Total Loan when it has become a
                  Specially Serviced Loan (other than in accordance with the
                  terms of the related Loan Documents);

            o     any acceptance of a discounted payoff with respect to the
                  Stanford Shopping Center Total Loan when it has become a
                  Specially Serviced Loan;

            o     any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

            o     any acceptance of an assumption agreement releasing the
                  related Borrower from liability under the Stanford Shopping
                  Center Total Loan; and

            o     any release of collateral for the Stanford Shopping Center
                  Total Loan when it has become a Specially Serviced Loan (other
                  than in accordance with the terms of, or upon satisfaction of,
                  the Stanford Shopping Center Total Loan).

            "Stanford Shopping Center Total Loan": The Stanford Shopping Center
Loan and the Stanford Shopping Center Companion Loan, collectively.

            "Startup Day": The Closing Date.

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

            "Stated Principal Balance": With respect to any Loan, Serviced
Companion Loan or B Loan (other than an REO Loan), as of any date of
determination, an amount equal to (x) the Cut-off Date Principal Balance of such
Loan, Companion Loan or such B Loan, or with respect to a Qualifed Substitute
Mortgage Loan being substituted for another Loan pursuant to Section 2.03(b)
hereof, the outstanding principal balance of such Qualified Substitute Mortgage
Loan after application of all scheduled payments of principal and interest due
during or prior to the month of substitution, whether or not received, minus (y)
the sum of:

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

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

            (iii) the principal portion of all Insurance and Condemnation
      Proceeds and Liquidation Proceeds received with respect to such Loan,
      Serviced Companion Loan or B Loan after the Cut-off Date, to the extent
      distributed to Certificateholders, or the related Companion Loan Holder or
      the related B Loan Holder, as may be applicable, on or before such date of
      determination;

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

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

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

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

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

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

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

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

            "Static Prepayment Premium": A form of prepayment consideration
payable in connection with any voluntary or involuntary principal prepayment
that is calculated solely as a specified percentage of the amount prepaid, which
percentage may change over time.

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Trust": As defined in the Preliminary Statement.

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

            "Trust REMIC": The Upper-Tier REMIC or the Lower-Tier REMIC.

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

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

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

            "Trustee Fee Rate": A rate equal to 0.0019% per annum computed on
the same basis and in the same manner as interest is computed on the related
Loan or REO Loan.

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

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

            "Uncertificated Lower-Tier Interests": Any of the Class LA-1-1,
Class LA-1-2, Class LA-1-3, Class LA-2-1, Class LA-2-2, Class LA-2-3, Class
LA-3-1, Class LA-3-2, Class LA-4-1, Class LA-4-2, Class LA-4-3, Class LA-1-A-1,
Class LA-1-A-2, Class LA-1-A-3, Class LA-1-A-4, Class LA-1-A-5, Class LA-1-A-6,
Class LA-1-A-7, Class LA-1-A-8, Class LB, Class LC, Class LD-1, Class LD-2,
Class LE-1, Class LE-2, Class LF, Class LG, Class LH, Class LJ, Class LK, Class
LL, Class LM, Class LN, Class LO and Class LP Uncertificated Interests.

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

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

            "Underwriters": Collectively, Credit Suisse First Boston LLC,
McDonald Investments Inc., WaMu Capital Corp., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and PNC Capital Markets, Inc.

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

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

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

            "Upper-Tier Distribution Account": The account, accounts or
sub-account created and maintained by the Trustee, pursuant to Section 3.04(b)
in trust for the Certificateholders. Any such account or accounts shall be an
Eligible Account or a subaccount of an Eligible Account.

            "Upper-Tier REMIC": One of the two separate REMICs comprising the
Trust Fund, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Distribution Account.

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

            "Voting Rights": The portion of the voting rights of all of the
Certificates, which is allocated to any Certificate. At all times during the
term of this Agreement and for any date of determination, the Voting Rights
shall be allocated among the various Classes of Certificateholders as follows:
(i) 1% in the case of the Class A-X and Class A-SP Certificates, (based on the
respective Notional Balance of each Class related to the aggregate Notional
Balance of the two Classes) and (ii) in the case of any other Class of Regular
Certificates a percentage equal to the product of 99% and a fraction, the
numerator of which is equal to the aggregate Certificate Balance of such Class,
in each case, determined as of the Distribution Date immediately preceding such
date of determination, and the denominator of which is equal to the aggregate
Certificate Balance of the Regular Certificates (other than the Class A-X and
Class A-SP Certificates), each determined as of the Distribution Date
immediately preceding such date of determination. None of the Class V, Class LR
or Class R Certificates will be entitled to any Voting Rights. For purposes of
determining Voting Rights, the Certificate Balance of any Class shall be deemed
to be reduced by allocation of the Collateral Support Deficit to such Class, but
not by Appraisal Reductions allocated to such Class. Voting Rights allocated to
a Class of Certificateholders shall be allocated among such Certificateholders
in proportion to the Percentage Interests evidenced by their respective
Certificates.

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

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

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

            "Workout-Delayed Reimbursement Amount": With respect to any Loan,
the amount of any Advance made with respect to such Loan on or before the date
such Loan becomes a Corrected Loan, together with (to the extent accrued and
unpaid) interest on such Advances, to the extent that (i) such Advance is not
reimbursed to the Person who made such Advance on or before the date, if any, on
which such Loan becomes a Corrected Loan and (ii) the amount of such Advance
becomes an obligation of the Borrower to pay such amount under the terms of the
Loan Documents. The fact that any amount constitutes all or a portion of any
Workout-Delayed Reimbursement Amount shall not in any manner limit the right of
any Person hereunder to determine that such amount instead constitutes a
Nonrecoverable Advance.

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

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

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

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

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

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

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

            (iii) Any reference to the Certificate Balance of any Class of
      Certificates on or as of a Distribution Date shall refer to the
      Certificate Balance of such Class of Certificates on such Distribution
      Date after giving effect to (a) any distributions made on such
      Distribution Date pursuant to Section 4.01(a) and (b) any Collateral
      Support Deficit allocated to such Class on such Distribution Date pursuant
      to Section 4.04.

            (iv) Amounts received by the Master Servicer on behalf of the Trust
      as remittances under a Mayfair Mall Servicing Agreement with respect to
      the Mayfair Mall Loan or the Mayfair Mall REO Loan shall be allocated,
      subject to the Mayfair Mall Intercreditor Agreement, among interest,
      principal, Prepayment Premiums, Excess Interest and other amounts due
      thereon consistent with Section 3.02(b) of the Series 2003-C4 PSA or any
      comparable section of any other Mayfair Mall Servicing Agreement.

            Section 1.03 Loan Identification Convention. Loans shall be
identified in this Agreement by reference to their respective loan numbers, as
set forth under the column heading "Loan #" in Exhibit A-1 to the Prospectus
Supplement.

            Section 1.04 Certain Matters with respect to the Mall at Fairfield
Commons Total Loan and the Stanford Shopping Center Total Loan.

            (a) The parties hereto acknowledge that, pursuant to Section 3.1.5
of the Mall at Fairfield Commons Intercreditor Agreement and the Stanford
Shopping Center Intercreditor Agreement, if the Mall at Fairfield Commons Loan
or the Stanford Shopping Center Loan, respectively, is no longer part of the
Trust, the holder of the related Companion Loan, if such Companion Loan is part
of a rated securitization, shall automatically become the lead lender and the A
Loan and the related Companion Loan, shall be serviced pursuant to the servicing
agreement governing the securitization containing such Companion Loan.

            (b) The parties hereto acknowledge that, pursuant to Section 3.1.6
of the Mall at Fairfield Commons Intercreditor Agreement and the Stanford
Shopping Center Intercreditor Agreement, if the related A Loan is no longer part
of the Trust and the related Companion Loan is not part of any rated
securitization, the new holder of the A Loan (in consultation with the holder of
the related Companion Loan) shall negotiate one or more new servicing
agreements.

            (c) For the avoidance of doubt, and subject to subsection (a) above,
the parties acknowledge that the rights and duties of each of the Master
Servicer and the Special Servicer under this Agreement and the obligation of the
Master Servicer or the Trustee to make Advances, insofar as such rights, duties
and obligations relate to the Mall at Fairfield Commons Total Loan and the
Stanford Shopping Center Total Loan, shall terminate upon the earliest to occur
of the following: (i) any repurchase of or substitution for the Mall at
Fairfield Commons Loan or the Stanford Shopping Center Loan by the related
Mortgage Loan Seller, (ii) any purchase of the Mall at Fairfield Commons Loan or
the Stanford Shopping Center Loan by any related Companion Loan Holder pursuant
to the terms of the related Intercreditor Agreement and (iii) any payment in
full of any and all amounts due (or deemed due) under the Mall at Fairfield
Commons Loan or the Stanford Shopping Center Loan (including amounts to which
the holder of such Loan is entitled under the related Intercreditor Agreement);
provided, however, that this statement shall not limit (A) the duty of the
Master Servicer or Special Servicer to deliver or make available the reports
otherwise required of it hereunder with respect to the period in which such
event occurs or (B) the rights of the Master Servicer or such Special Servicer
that may otherwise accrue or arise in connection with the performance of its
duties hereunder with respect to the Mall at Fairfield Commons Total Loan or the
Stanford Shopping Center Total Loan prior to the date on which such event
occurs.

            (d) In connection with any purchase described in clause (ii) of
subsection (c) or an event described in clause (iii) of subsection (c), the
Trustee, the Master Servicer and the Special Servicer shall each tender to (in
the case of a purchase under such clause (ii)) the related purchaser (provided
that the related purchaser shall have paid the full amount of the applicable
purchase price) or (in the case of such clause (iii)) to the holder of any
related Companion Loan (if then still outstanding), upon delivery to them of a
receipt executed by such purchaser or holder, so long as the Mall at Fairfield
Commons Companion Loan and the Stanford Shopping Center Companion Loans are part
of a rated securitization as contemplated by Section 1.04(a), the original Note
that relates to the A Loan held by the Trustee and copies of the documents
contained in the Mortgage File. All portions of the Mortgage File possessed by
the Trustee and other documents pertaining to the Mall at Fairfield Commons
Total Loan or the Stanford Shopping Center Total Loan, as the case may be,
possessed by the Trustee, and each document that constitutes a part of the
Mortgage File shall be endorsed or assigned by the Trustee to the trustee of the
rated securitization that contains the Mall at Fairfield Commons Companion Loan
or Stanford Shopping Center Companion Loans, as the case may be, in the same
manner, and pursuant to appropriate forms of assignment prepared by the Master
Servicer, substantially similar to the manner and forms pursuant to which
documents were previously assigned to the Trustee by the applicable Mortgage
Loan Seller, but in any event, without recourse, representation or warranty;
provided that such tender by the Trustee shall be conditioned upon its receipt
from the Master Servicer of a Request for Release in the form of Exhibit F
hereto. The Master Servicer shall, and is also hereby authorized and empowered
by the Trustee to, convey to such purchaser or such holder any deposits then
held in an Escrow Account relating to the Mall at Fairfield Commons Total Loan
or the Stanford Shopping Center Total Loan, as the case may be. If the Mall at
Fairfield Commons Loan or the Stanford Shopping Center Loan and any related
Companion Loan are then REO Loans, then the Special Servicer shall, and is also
hereby authorized and empowered by the Trustee to, convey to such purchaser or
such holder, in each case, to the extent not needed to pay or reimburse the
Master Servicer, the Special Servicer or the Trustee in accordance with this
Agreement, deposits then held in the REO Account insofar as they relate to the
related REO Property and, to the extent related to a Loan Combination, the
related Companion Loan Holder or B Loan Holder.

            (e) None of the Master Servicer or the Trustee shall be required to
make P&I Advances as to any Mall at Fairfield Commons Companion Loan or Stanford
Shopping Center Companion Loans.

            Section 1.05 Certain Adjustments to the Principal Distributions on
the Certificates.

            (a) If any party hereto is reimbursed out of general collections on
the Mortgage Pool on deposit in the Collection Account for any Nonrecoverable
Advance or any Workout-Delayed Reimbursement Amount (in each case, together with
interest accrued and payable thereon), then (for purposes of calculating
distributions on the Certificates) such reimbursement and payment of interest
shall be deemed to have been made:

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

            second, out of any amounts then on deposit in the Collection Account
that represent any other payments or other collections received by the Trust
with respect to the Mortgage Pool that, but for their application to reimburse a
Nonrecoverable Advance or Workout-Delayed Reimbursement Amount, as applicable,
and/or to pay interest thereon, would be included in the Available Distribution
Amount for any subsequent Distribution Date; and

            third, out of any other amounts then on deposit in the Collection
Account that may be available to reimburse the subject Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount, as applicable, and/or to pay interest
thereon.

            (b) If and to the extent that any payment or other collection of
principal of any Loan or REO Loan is deemed to be applied in accordance with
clause first of the preceding paragraph to reimburse a Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount, as applicable, or in each case, to pay
interest thereon, and further if and to the extent that such payment or other
collection of principal constitutes part of the Principal Distribution Amount
for any Distribution Date, then the Principal Distribution Amount for such
Distribution Date shall be reduced by the portion, if any, of such payment or
other collection of principal that, but for the application of this paragraph,
would have been included as part of such Principal Distribution Amount.

            (c) If and to the extent that any Advance is determined to be a
Nonrecoverable Advance or Workout-Delayed Reimbursement Amount, as applicable,
such Advance is reimbursed out of general collections on the Mortgage Pool as
contemplated by Section 1.05(a) above and the particular item for which such
Advance was originally made is subsequently collected out of payments or other
collections in respect of the related Loan, then the Principal Distribution
Amount for the Distribution Date that corresponds to the Due Period in which
such item was recovered shall be increased by an amount equal to the lesser of
(A) the amount of such item and (B) any previous reduction in the Principal
Distribution Amount for a prior Distribution Date pursuant to Section 1.05(b)
above resulting from the reimbursement of the subject Advance and/or the payment
of interest thereon.

                                   ARTICLE II

                              CONVEYANCE OF LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Loans. (a) It is the intention of the
parties hereto, that a common law trust be established under the laws of the
State of New York pursuant to this Agreement and, further, that such trust be
designated as "Credit Suisse First Boston Mortgage Securities Corp. Trust,
Series 2003-C5." Wells Fargo is hereby appointed, and does hereby agree to act,
as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for
the exclusive use and benefit of all present and future Certificateholders,
Companion Loan Holders (as their interests may appear) and B Loan Holders (as
their interests may appear). It is not intended that this Agreement create a
partnership or a joint-stock association.

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

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

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

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

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

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

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

            (d) All documents and records in the Depositor's or the applicable
Mortgage Loan Seller's possession relating to the Loans (other than the Mayfair
Mall Loan) (including reserve and escrow agreements, cash management agreements,
lockbox agreements, financial statements, operating statements and any other
information provided by the respective Borrower from time to time and any other
documents in the related Servicing File, but excluding any documents and other
writings not enumerated in this parenthetical that have been prepared by the
applicable Mortgage Loan Seller or any of its Affiliates solely for internal
credit analysis or other internal uses or any attorney-client priviledged
communication) that are not required to be a part of a Mortgage File in
accordance with the definition thereof, together with copies of all instruments
and documents which are required to be a part of the related Mortgage File in
accordance with the definition thereof, shall be delivered by the Depositor (or
the Depositor shall cause them to be delivered) to the Master Servicer within
ten (10) Business Days after the Closing Date and shall be held by the Master
Servicer on behalf of the Trustee in trust for the benefit of the
Certificateholders (and as holder of the Uncertificated Lower-Tier Interests).

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

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

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

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

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

            (b) Within 60 days of the Closing Date, the Trustee shall review
and, subject to Sections 2.01 and 2.02(d), certify in writing to each of the
Depositor, the Master Servicer, the Special Servicer and the applicable Mortgage
Loan Seller that, as to each Loan listed in the Mortgage Loan Schedule (other
than the Mayfair Mall Loan and other than any Loan paid in full and any Loan
specifically identified in any exception report annexed thereto as not being
covered by such certification), (i) all documents specified in clauses (i)
through (v), (ix) (without regard to the parenthetical clause), (xi), (xii),
(xvi) and (xviii) of paragraph (a) of the definition of "Mortgage File" are in
its possession, and (ii) all documents delivered or caused to be delivered by
such Mortgage Loan Seller constituting the Mortgage Files have been received,
appear to have been executed (with the exception of UCC Financing Statements and
assignments thereof), appear to be what they purport to be, purport to be
recorded or filed (if recordation or filing is specified for such document in
the definition of "Mortgage File") and have not been torn, mutilated or
otherwise defaced, and that such documents appear to relate to the Loans
identified on the Mortgage Loan Schedule. Notwithstanding the foregoing, each
Mortgage Loan Seller shall deliver copies or originals of the documents referred
to in clauses (ii), (ix), and (xviii) of paragraph (a) of the definition of
"Mortgage File" to the Trustee and the original letters of credit referenced in
clause (xvi) of paragraph (a) of the definition of "Mortgage File" to the Master
Servicer, each within 30 days after the Closing Date. If such documents are not
delivered within 30 days, Mortgage Loan Seller shall have an additional 30 days
to deliver such document or shall cure such failure in accordance with Section
2.03. With respect to the Mayfair Mall Loan, the Trustee shall certify in
writing to each of the Depositor, the Master Servicer, the Special Servicer and
the applicable Mortgage Loan Seller that the original Note specified in clause
(i) of paragraph (b) of the definition of "Mortgage File" (or a copy of such
Note, together with a lost note affidavit and indemnity certifying that the
original of such Note has been lost) and the originals of all prior and
intervening assignments and endorsements referred to in such clause (i), and the
original or a copy of each document specified in clauses (ii), (iii) and (iv) of
paragraph (b) of the definition of "Mortgage File," has been received by the
Trustee or a custodian on its behalf.

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

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

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

            (f) On each anniversary of the Closing Date until all exceptions
have been eliminated, the Trustee shall deliver an exception report as to any
remaining Defects or required Loan Documents that are not in its possession and
that it was required to review pursuant to Section 2.02(c).

            Section 2.03 Representations, Warranties and Covenants of the
Depositor; Repurchase of Loans by the Mortgage Loan Sellers for Defects in
Mortgage Files and Breaches of Representations and Warranties. The Depositor
hereby represents and warrants that:

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

            (ii) Assuming the due authorization, execution and delivery of this
      Agreement by each other party hereto, this Agreement and all of the
      obligations of the Depositor hereunder are the legal, valid and binding
      obligations of the Depositor, enforceable against the Depositor in
      accordance with the terms of this Agreement, except as such enforcement
      may be limited by bankruptcy, insolvency, reorganization or other similar
      laws affecting the enforcement of creditors' rights generally, and by
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law);

            (iii) The execution and delivery of this Agreement and the
      performance of its obligations hereunder by the Depositor will not
      conflict with any provisions of any law or regulations to which the
      Depositor is subject, or conflict with, result in a breach of or
      constitute a default under any of the terms, conditions or provisions of
      the certificate of incorporation or the by-laws of the Depositor or any
      indenture, agreement or instrument to which the Depositor is a party or by
      which it is bound, or any order or decree applicable to the Depositor, or
      result in the creation or imposition of any lien on any of the Depositor's
      assets or property, which would materially and adversely affect the
      ability of the Depositor to carry out the transactions contemplated by
      this Agreement; the Depositor has obtained any consent, approval,
      authorization or order of any court or governmental agency or body
      required for the execution, delivery and performance by the Depositor of
      this Agreement;

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

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

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

            (b) If any Certificateholder, the Master Servicer, the Special
Servicer or the Trustee discovers or receives notice of a Defect or a breach of
any representation or warranty made, or required to be made, with respect to a
Loan by any Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase
Agreement (a "Breach"), it shall give notice to the Master Servicer, the Special
Servicer and the Trustee. If the Master Servicer or the Special Servicer
determines that such Defect or Breach materially and adversely affects the value
of any Loan or REO Loan or the interests of the Holders of any Class of
Certificates (any such Defect or Breach, a "Material Document Defect" or a
"Material Breach", respectively), it shall give prompt written notice of such
Defect or Breach to the Depositor, the Trustee, the Master Servicer, the Special
Servicer and the applicable Mortgage Loan Seller and shall request that (A) such
Mortgage Loan Seller or (B) in the event the CSFB Mortgage Loan Seller shall
fail to act, Credit Suisse First Boston, acting through the Cayman Branch, not
later than the earlier of 90 days from the receipt by the applicable Mortgage
Loan Seller of such notice or discovery by such Mortgage Loan Seller of such
Defect or Breach (subject to the second succeeding paragraph, the "Initial
Resolution Period"), (i) cure such Defect or Breach in all material respects,
(ii) repurchase the affected Loan at the applicable Purchase Price in conformity
with the related Mortgage Loan Purchase Agreement or (iii) substitute a
Qualified Substitute Mortgage Loan for such affected Loan (provided that in no
event shall such substitution occur later than the second anniversary of the
Closing Date) and pay to the Master Servicer for deposit into the Collection
Account any Substitution Shortfall Amount in connection therewith in conformity
with the related Mortgage Loan Purchase Agreement; provided, however, that if
(i) such Material Document Defect or Material Breach is capable of being cured
but not within the Initial Resolution Period, (ii) such Material Document Defect
or Material Breach is not related to any Loan's not being a "qualified mortgage"
within the meaning of the REMIC Provisions and (iii) the Mortgage Loan Seller
has commenced and is diligently proceeding with the cure of such Material
Document Defect or Material Breach within the Initial Resolution Period, then
the Mortgage Loan Seller shall have an additional 90 days to cure such Material
Document Defect or Material Breach, provided that the Mortgage Loan Seller has
delivered to the Master Servicer, the Special Servicer, the Rating Agencies and
the Trustee an officer's certificate from an officer of the Mortgage Loan Seller
that describes the reasons that the cure was not effected within the Initial
Resolution Period and the actions that it proposes to take to effect the cure
and that states that it anticipates that the cure will be effected within the
additional 90-day period. Notwithstanding the foregoing, if there exists a
Breach of any representation or warranty with respect to a Loan on the part of a
Mortgage Loan Seller set forth in, or made pursuant to, Section 6(a) of the
related Mortgage Loan Purchase Agreement relating to whether or not the Loan
Documents or any particular Loan Document requires the related Borrower to bear
the costs and expenses associated with any particular action or matter under
such Loan Document(s), then such Mortgage Loan Seller shall cure such Breach
within the Initial Resolution Period by reimbursing the Trust Fund by wire
transfer to the Collection Account the reasonable amount of any such costs and
expenses incurred by the Master Servicer, the Special Servicer, the Trustee or
the Trust Fund that are the basis of such Breach and have not been reimbursed by
the related Borrower, provided, however, that in the event any such costs and
expenses exceed $10,000, the Mortgage Loan Seller shall have the option to
either repurchase such Loan at the applicable Purchase Price or pay such costs.
Except as provided in the proviso to the immediately preceding sentence, the
Mortgage Loan Seller shall make such deposit and upon its making such deposit,
the related Mortgage Loan Seller shall be deemed to have cured such Breach in
all respects. Provided such payment is made, the second preceding sentence
describes the sole remedy available to the Certificateholders and the Trustee on
their behalf regarding any such Breach, and neither the related Mortgage Loan
Seller nor, if the affected Loan is a CSFB Loan, Credit Suisse First Boston,
acting through the Cayman Branch shall be obligated to repurchase, substitute or
otherwise cure such Breach under any circumstances.

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

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

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

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

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

            In the event that the Master Servicer, the Special Servicer or the
Trustee is notified or otherwise has actual knowledge that the CSFB Mortgage
Loan Seller has an obligation to repurchase the Mayfair Mall Securitized
Companion Loan from the Series 2003-C4 Trust by reason of a "Material Document
Defect" or a "Material Breach" (as such terms are defined in the Series 2003-C4
PSA), then such party shall promptly notify the other such parties, and the
Master Servicer shall, as and to the extent contemplated by the CSFB Mortgage
Loan Purchase Agreement, direct Column to repurchase the Mayfair Mall Loan at
the Purchase Price contemporaneously with any repurchase of the Mayfair Mall
Securitized Companion Loan.

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

            In connection with a repurchase of a Loan or the substitution of a
Qualified Substitute Mortgage Loan for a Loan pursuant to the first paragraph of
this Section 2.03(b), Monthly Payments due with respect to each Qualified
Substitute Mortgage Loan (if any) after the month of substitution, and Monthly
Payments due with respect to each Loan being repurchased or replaced after the
related Due Date in December, 2003 and received by the Master Servicer or the
Special Servicer on behalf of the Trust on or prior to the related date of
repurchase or substitution shall be part of the Trust Fund. Monthly Payments due
with respect to each Qualified Substitute Mortgage Loan (if any) during or prior
to the month of substitution, and Monthly Payments due with respect to each Loan
being repurchased or replaced and received by the Master Servicer or the Special
Servicer on behalf of the Trust after the related date of repurchase or
substitution, shall not be part or the Trust Fund and are to be remitted by the
Master Servicer to the party effecting the related repurchase or substitution
promptly following receipt.

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

            If a Mortgage Loan Seller defaults on its obligations to repurchase
any Loan as contemplated by Section 2.03(b), the Trustee shall promptly notify
the Certificateholders, the Rating Agencies, the Master Servicer and the Special
Servicer of such default. If, in connection with any repurchase of the Mayfair
Mall Securitized Companion Loan from the Series 2003-C4 Trust, Column defaults
on its obligation to repurchase the Mayfair Mall Loan, then the Master Servicer
or the Special Servicer, as applicable, shall promptly notify the Trustee and
the Directing Certificateholder, and the Trustee shall notify the
Certificateholders. The Trustee shall enforce the obligations of the Mortgage
Loan Sellers under Section 7 of the related Mortgage Loan Purchase Agreement.
Such enforcement, including, without limitation, the legal prosecution of
claims, shall be carried out in such form, to such extent and at such time as if
it were, in its individual capacity, the owner of the affected Loan(s). The
Trustee shall be reimbursed for the reasonable costs of such enforcement: first,
from a specific recovery of costs, expenses or attorneys' fees against the
defaulting Mortgage Loan Seller; second, pursuant to Section 3.05(a)(viii) out
of the related Purchase Price, to the extent that such expenses are a specific
component thereof; and third, if at the conclusion of such enforcement action it
is determined that the amounts described in clauses first and second are
insufficient, then pursuant to Section 3.05(a)(ix) out of general collections on
the Loans on deposit in the Collection Account.

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

            Section 2.04 Issuance of Uncertificated Lower-Tier Interests;
Execution of Certificates. Subject to Sections 2.01 and 2.02, the Trustee hereby
acknowledges the assignment to it of the Loans and the delivery of the Mortgage
Files and fully executed original counterparts of the Mortgage Loan Purchase
Agreements, together with the assignment to it of all other assets included in
the Trust Fund. Concurrently with such assignment and delivery, the Trustee (i)
hereby declares that it holds the Loans, exclusive of Excess Interest thereon,
on behalf of the Lower-Tier REMIC and the Holders of the Certificates, (ii)
acknowledges the issuance of the Uncertificated Lower-Tier Interests and,
pursuant to the written request of the Depositor executed by an officer of the
Depositor acknowledges that it has caused the Authenticating Agent to
authenticate and to deliver to or upon the order of the Depositor the Class LR
Certificates, in exchange for the Loans, exclusive of Excess Interest thereon,
receipt of which is hereby acknowledged, and (iii) pursuant to the written
request of the Depositor executed by an officer of the Depositor, acknowledges
that (A) it has executed and caused the Authenticating Agent to authenticate and
to deliver to or upon the order of the Depositor, in exchange for the
Uncertificated Lower-Tier Interests, the Regular Certificates and the Class R
Certificates and (B) it has executed and caused the Authenticating Agent to
authenticate and to deliver to or upon the order of the Depositor, in exchange
for the Excess Interest, the Class V Certificates, and the Depositor hereby
acknowledges the receipt by it or its designees, of all such Certificates.

                                   ARTICLE III

                               ADMINISTRATION AND
                           SERVICING OF THE TRUST FUND

            Section 3.01 Master Servicer to Act as Master Servicer; Special
Servicer to Act as Special Servicer; Administration of the Loans. (a) Each of
the Master Servicer and the Special Servicer shall diligently service and
administer the Loans (including a Serviced Loan Combination) (and, with respect
to the Special Servicer, any REO Properties) that it is obligated to service and
administer pursuant to this Agreement on behalf of the Trustee and in the best
interests of and for the benefit of the Certificateholders (and, in the case of
a Serviced Loan Combination, the related B Loan Holders and the related
Companion Loan Holders, as applicable, taken as a collective whole) (as
determined by the Master Servicer or the Special Servicer, as the case may be,
in its reasonable judgment), in accordance with applicable law, the terms of the
respective Loans, any Serviced Companion Loan, any B Loan or Specially Serviced
Loans, (and, in the case of a Serviced Loan Combination, each related
Intercreditor Agreement) and, to the extent consistent with the foregoing,
further as follows (the "Servicing Standard"):

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

            (ii) with a view to the maximization of timely recovery of principal
      and interest on a net present value basis on the Loans, any Serviced
      Companion Loan and any B Loan or, if a Loan, any Serviced Companion Loan
      or any B Loan that comes into and continues in default and if, in the good
      faith and reasonable judgment of the Special Servicer, no satisfactory
      arrangements can be made for the collection of the delinquent payments,
      the maximization of the recovery on such Loan to the Trust and
      Certificateholders (as a collective whole) (or in the case of a Serviced
      Loan Combination, the maximization of recovery on the Jefferson at
      Montfort Total Loan, the Mall at Fairfield Commons Total Loan, the
      Stanford Shopping Center Total Loan or each CBA A/B Loan Pair, as the case
      may be, in the best interests of the Certificateholders and the related B
      Loan Holder or related Companion Loan Holder, as applicable, all taken as
      a collective whole) on a present value basis; and

            (iii) without regard to--

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

                  (B) the ownership of any Certificate, mezzanine loan or
            subordinate debt by the Master Servicer or the Special Servicer, as
            the case may be, or by any Affiliate thereof,

                  (C) the Master Servicer's obligation to make Advances,

                  (D) the Special Servicer's obligation to request that the
            Master Servicer make Servicing Advances,

                  (E) the right of the Master Servicer (or any affiliate
            thereof) or the Special Servicer (or any affiliate thereof), as the
            case may be, to receive reimbursement of costs, or the sufficiency
            of any compensation payable to it, or with respect to any particular
            transaction,

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

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

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

            Without limiting the foregoing, subject to Section 3.21, the Special
Servicer shall be obligated to service and administer (i) any Loans, Serviced
Companion Loans or B Loan as to which a Servicing Transfer Event has occurred
and is continuing (the "Specially Serviced Loans"), and (ii) any REO Properties.
Notwithstanding the foregoing, the Master Servicer shall continue to make all
calculations, and prepare, and deliver to the Trustee, all reports required to
be prepared by the Master Servicer hereunder with respect to the Specially
Serviced Loans as if no Servicing Transfer Event had occurred and with respect
to the REO Properties (and the related REO Loans) as if no REO Acquisition had
occurred, and to render such incidental services with respect to such Specially
Serviced Loan and REO Properties as are specifically provided for herein;
provided, however, that the Master Servicer shall not be liable for failure to
comply with such duties insofar as such failure results from a failure of the
Special Servicer to provide sufficient information to the Master Servicer to
comply with such duties or a failure of the Special Servicer to prepare and
deliver to the Master Servicer reports required hereunder to be delivered by the
Special Servicer to the Master Servicer. Each Loan that becomes a Specially
Serviced Loan shall continue as such until satisfaction of the conditions
specified in Section 3.21(a). Without limiting the foregoing, subject to Section
3.21, the Master Servicer shall be obligated to service and administer all Loans
which are not Specially Serviced Loans.

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

            (c) The parties hereto acknowledge that, pursuant to the Mayfair
Mall Intercreditor Agreement: (i) until the occurrence of a Mayfair Mall Change
of Servicing Control Event, the Mayfair Mall Total Loan is to be serviced and
administered by the Series 2003-C4 Master Servicer and the Series 2003-C4
Special Servicer in accordance with the Series 2003-C4 PSA (provided that the
Master Servicer is responsible for performing such services with respect to the
Mayfair Mall Loan as are specifically set forth in Articles I through X of this
Agreement); and (ii) upon the occurrence of a Mayfair Mall Change of Servicing
Control Event, the Mayfair Mall Total Loan will be serviced and administered by
the Master Servicer and Special Servicer in accordance with Article XI of this
Agreement.

            For so long as (i) the Mayfair Mall Loan or any Mayfair Mall REO
Loan are part of the Mortgage Pool and (ii) the Mayfair Mall Total Loan and/or
any Mayfair Mall REO Property are being serviced and administered under any
Mayfair Mall Servicing Agreement, the Master Servicer or, if the Master Servicer
is the same Person as the Mayfair Mall Master Servicer, the Special Servicer,
shall use reasonable efforts to monitor the performance and, to the extent that
it has standing to do so, enforce the obligations of the Mayfair Mall Master
Servicer and the Mayfair Mall Special Servicer, respectively, under such Mayfair
Mall Servicing Agreement. Such enforcement, including the legal prosecution of
claims and the pursuit of other appropriate remedies, shall be in such form and
carried out to such an extent and at such time as the Master Servicer, in its
reasonable judgment, determines in accordance with the Servicing Standard. The
reasonable costs and expenses incurred by the Master Servicer in connection with
such enforcement shall be paid by, and reimbursable as, Servicing Advances. The
Master Servicer and Special Servicer shall exercise the rights of the "A-1
Noteholder" under the Mayfair Mall Intercreditor Agreement.

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

            (e) Pursuant to each Intercreditor Agreement, the related B Loan
Holder has agreed that the Master Servicer and the related Special Servicer are
authorized and obligated to service and administer such B Loan pursuant to this
Agreement. The Master Servicer shall be entitled, during any period when any B
Loan of a Serviced Loan Combination does not constitute a Specially Serviced
Loan, to exercise the rights and powers granted under the corresponding
Intercreditor Agreement to the "Lead Lender" and/or the "Master Servicer"
referred to therein subject to the limitations of such Intercreditor Agreement
and to the rights and powers of the related B Loan Holder under such
Intercreditor Agreement.

            (f) Pursuant to the related Intercreditor Agreements, the Companion
Loan Holders of the Serviced Companion Loans have agreed that the Master
Servicer and the related Special Servicer are authorized and obligated to
service and administer such Serviced Companion Loans pursuant to this Agreement.

            (g) In the event that a CBA A/B Material Default occurs with respect
to any CBA A/B Loan Pair, and for so long as such CBA A/B Material Default shall
be continuing, the Master Servicer and/or the Special Servicer, as applicable,
shall be obligated to service, subject to the terms and conditions of the
related CBA A/B Intercreditor Agreement, the related CBA B Loan, on behalf of
the related B Loan Holder, and all references herein to "Loan" (and, if the
related A Loan is a Specially Serviced Loan, all references herein to "Specially
Serviced Loan"), other than provisions pertaining to the making of Advances,
shall include the B Loan that is being serviced under this Agreement.

            Section 3.02 Collection of Loan Payments. (a) The Master Servicer
and Special Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Loans (and any Serviced Loan
Combination) it is obligated to service hereunder, and shall follow such
collection procedures as are consistent with this Agreement (including, without
limitation, the Servicing Standard). Consistent with the foregoing, the Master
Servicer or Special Servicer may in its discretion waive any Penalty Charge in
connection with any delinquent payment on a Loan (including a Serviced Loan
Combination) it is obligated to service hereunder.

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

            (c) Promptly following the Closing Date, the Trustee shall send
written notice in the form of Exhibit O hereof to the Series 2003-C4 Master
Servicer and the Series 2003-C4 Trustee stating that, as of the Closing Date,
the Trustee is the holder of the Mayfair Mall Loan and directing the Series
2003-C4 Master Servicer to remit to the Master Servicer all amounts payable to,
and to forward, deliver or otherwise make available, as the case may be, to the
Master Servicer all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to,
the holder of the Mayfair Mall Loan under the Mayfair Mall Intercreditor
Agreement and the Series 2003-C4 PSA. In the event that the Series 2003-C4 PSA
is replaced by another Mayfair Mall Servicing Agreement and a Responsible
Officer of the Trustee is aware of such replacement or the Master Servicer or
Special Servicer is aware of such replacement, then the Master Servicer or
Special Servicer shall notify the Trustee and the Trustee shall promptly send a
comparable written notice to the then holder of the Mayfair Mall Securitized
Companion Loan and Mayfair Mall Non-Securitized Companion Loan and to the
Mayfair Mall Master Servicer under such new Mayfair Mall Servicing Agreement.
The Master Servicer shall, on the day of receipt thereof, deposit into the
Collection Account all amounts received by it from the Mayfair Mall Master
Servicer or any other party under any Mayfair Mall Servicing Agreement with
respect to the Mayfair Mall Loan, the Mayfair Mall Property or any Mayfair Mall
REO Property. In the event the Master Servicer fails to so receive any amounts
due to the holder of the Mayfair Mall Loan during any calendar month under the
Mayfair Mall Intercreditor Agreement and any Mayfair Mall Servicing Agreement by
2:00 p.m. (New York City time) on the Master Servicer Remittance Date in such
calendar month, the Master Servicer shall (i) notify the Mayfair Mall Master
Servicer or other applicable party responsible for making such remittances, as
well as the holder of the Mayfair Mall Securitized Companion Loan and Mayfair
Mall Non-Securitized Companion Loan, that such amounts due with respect to the
Mayfair Mall Loan have not been received (specifying the amount of such
deficiency) and (ii) if and to the extent that the amount in question is a
Monthly Payment or Assumed Monthly Payment with respect to the Mayfair Mall Loan
or any Mayfair Mall REO Loan, make a P&I Advance (to the extent such P&I Advance
is not a Nonrecoverable Advance) with respect to such amounts as required by the
terms of this Agreement in accordance with Section 4.03. Further, in accordance
with Section 4.03, in the event the Master Servicer fails to make such P&I
Advance with respect to the Mayfair Mall Loan or any Mayfair Mall REO Loan, then
the Trustee shall make such P&I Advance by the time required pursuant to Section
4.03.

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

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

            Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts. (a) The Master Servicer shall establish and maintain one or
more accounts (the "Servicing Accounts"), into which all Escrow Payments shall
be deposited and retained, and shall administer such Servicing Accounts in
accordance with the related Loan Documents and the terms of any Intercreditor
Agreement. Each Servicing Account shall be maintained in accordance, or not
inconsistent, with the requirements of the related Loan, Serviced Companion Loan
or B Loan and in accordance with the Servicing Standard in an Eligible Account.
Funds on deposit in the Servicing Accounts may be invested in Permitted
Investments in accordance with the provisions of Section 3.06. Withdrawals of
amounts so deposited from a Servicing Account may be made only to: (i) effect
payment of real estate taxes, assessments, Insurance Policy premiums, ground
rents (if applicable) and other items for which funds have been escrowed in the
Servicing Accounts; (ii) reimburse the Master Servicer or the Trustee for any
Servicing Advances and interest thereon; (iii) refund to Borrowers any sums as
may be determined to be overages; (iv) pay interest to Borrowers on balances in
the Servicing Account, if required by applicable law or the terms of the related
Loan and as described below or, if not so required, to the Master Servicer
pursuant to clause (vii) below; (v) withdraw amounts deposited in error; (vi)
clear and terminate the Servicing Accounts at the termination of this Agreement
in accordance with Section 9.01; and (vii) pay the Master Servicer, as
additional servicing compensation in accordance with Section 3.11(a), interest
and investment income earned in respect of amounts relating to the Trust Fund
held in the Servicing Accounts as provided in Section 3.06(b) (but only to the
extent of the Net Investment Earnings with respect to the Servicing Accounts
maintained by the Master Servicer for the relevant period and to the extent not
required by law or the terms of the related Loan, Serviced Companion Loan or B
Loan to be paid to the Borrowers).

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

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

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

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

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

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

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

            Section 3.04 The Collection Account, Distribution Account and Excess
Interest Distribution Account. (a) The Master Servicer shall establish and
maintain, or cause to be established and maintained, a Collection Account, into
which the Master Servicer shall deposit or cause to be deposited on a daily
basis (and in no event later than the Business Day following receipt of
available funds), except as otherwise specifically provided herein, the
following payments and collections received after the Cut-off Date (other than
payments of principal and interest on the Loans, Serviced Companion Loans or B
Loans due and payable on or before the Cut-off Date) and payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a period subsequent thereto:

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

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

            (iii) all Insurance and Condemnation Proceeds and Liquidation
      Proceeds received in respect of any such Loan, Companion Loan or B Loan or
      related REO Property (other than Liquidation Proceeds that are to be
      deposited in the Lower-Tier Distribution Account pursuant to Section 9.01)
      together with any amounts representing recoveries of Workout-Delayed
      Reimbursement Amounts or Nonrecoverable Advances in respect of the related
      Loans; and

            (iv) all remittances to the Trust under a Mayfair Mall Servicing
      Agreement with respect to the Mayfair Mall Mortgage Loan or any Mayfair
      Mall REO Property; and

            (v) any amounts required to be transferred from (A) any REO Account
      pursuant to Section 3.16(c), (B) an A/B Custodial Account or Companion
      Loan Custodial Account pursuant to Section 3.04(f) or (C) any Mayfair Mall
      Custodial Account pursuant to Section 11.04(b); and

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

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

            (viii) any amounts paid by any B Loan Holder, Companion Loan Holder
      or mezzanine lender in respect of the related A Loan in connection with
      any cure or purchase option exercised pursuant to the terms of the related
      Intercreditor Agreement.

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

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

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

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

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

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

            (iii) any Yield Maintenance Charges (other than with respect to any
      Serviced Companion Loan);

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

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

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

            On each Distribution Date, the Trustee shall deposit or be deemed to
have deposited in the Upper-Tier Distribution Account an aggregate amount of
immediately available funds equal to the Available Distribution Amount and the
amount of any Yield Maintenance Charges for such Distribution Date allocated in
payment of the Uncertificated Lower-Tier Interests as specified in Sections
4.01(b) and 4.01(d), respectively.

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

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

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

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

            (f) (i) If any CBA A/B Material Default occurs and is continuing
with respect to a CBA A/B Loan Pair (and, as a result, the related B Loan is
being serviced hereunder) or (ii) if the Mortgaged Property securing any CBA A/B
Loan Pair has become REO Property or (iii) with respect to the Serviced
Companion Loans and the Jefferson at Montfort B Loan, the Master Servicer shall
establish and maintain, or cause to be established and maintained, a Companion
Loan Custodial Account or an A/B Loan Custodial Account, as the case may be,
into which the applicable Master Servicer shall deposit or cause to be deposited
on a daily basis (and in no event later than the Business Day following the
receipt of available funds) or shall transfer from general collections on
deposit in the Collection Account, except as otherwise specifically provided
herein, the following payments and collections received after the Cut-off Date
(other than payments of principal and interest on any related B Loan or
Companion Loan of a Serviced Loan Combination due and payable on or before the
Cut-off Date) and payments (other than Principal Prepayments) received by it on
or prior to the Cut-off Date but allocable to a period subsequent thereto:

            (i) all payments or transfers from a debt service reserve account,
      on account of principal, including principal prepayments, on a Serviced
      Companion Loan or B Loan; and

            (ii) all payments on account of interest, including Excess Interest,
      on a Serviced Companion Loan or B Loan; and

            (iii) all Insurance and Condemnation Proceeds received that are
      allocable to a Serviced Companion Loan or B Loan; and

            (iv) all Liquidation Proceeds received that are allocable to a
      Serviced Companion Loan or B Loan; and

            (v) any amounts required to be transferred from the REO Account
      pursuant to Section 3.16(c) that relate to a Serviced Companion Loan or B
      Loan, as applicable; and

            (vi) all yield maintenance charges and late payment charges received
      in respect of a Serviced Companion Loan or B Loan;

            (vii) any amounts required to be deposited by the applicable Master
      Servicer or the applicable Special Servicer pursuant to Section 3.07(b) in
      connection with losses resulting from a deductible clause in a blanket or
      master force placed hazard insurance policy relating to a Serviced
      Companion Loan or B Loan;

            (viii) any amounts paid by the holder of any A Loan or any mezzanine
      lender in connection with any purchase option exercised pursuant to the
      terms of the related Intercreditor Agreement, that are distributable to
      any such B Loan Holder or Companion Loan Holder;

            (ix) any amounts required to be deposited by the Master Servicer
      pursuant to Section 3.06 in connection with losses incurred with respect
      to Permitted Investments of funds held in an A/B Loan Custodial Account or
      Companion Loan Custodial Account.

            The foregoing requirements for deposit by the Master Servicer in an
A/B Loan Custodial Account or Companion Loan Custodial Account shall be
exclusive, it being understood and agreed that actual payments from a Borrower
in the nature of Escrow Payments, Advance reimbursements (together with interest
accrued thereon) charges for beneficiary statements or demands, assumption fees,
modification fees, extension fees, amounts collected for Borrower checks
returned for insufficient funds or other amounts that the Master Servicer or the
Special Servicer is entitled to retain as additional servicing compensation
pursuant to Section 3.11 need not be deposited by the Master Servicer in such
A/B Loan Custodial Account or such Companion Loan Custodial Account. If the
Master Servicer shall deposit in any A/B Loan Custodial Account or Companion
Loan Custodial Account any amount not required to be deposited therein, it may
at any time withdraw such amount from such A/B Loan Custodial Account or
Companion Loan Custodial Account, notwithstanding any provision in this
Agreement to the contrary.

            Within two Business Days after receipt of any of the amounts
described in the second preceding paragraph with respect to any Specially
Serviced Loan that is part of a CBA A/B Loan Pair during the period that the
related B Loan is being serviced hereunder, the Special Servicer shall remit
such amounts to the Master Servicer for deposit in the related A/B Loan
Custodial Account pursuant to the second preceding paragraph. Any amounts
received by the Special Servicer with respect to an REO Property that relates to
any Serviced Companion Loan or B Loan shall be deposited into the REO Account
and remitted to the Master Servicer for deposit into the related A/B Loan
Custodial Account or Companion Loan Custodial Account pursuant to Section
3.16(c).

            (g) If any B Loan that relates to a CBA A/B Loan Pair is being
serviced hereunder and with respect to any other B Loan and Serviced Companion
Loan, or if the Mortgaged Property securing any CBA A/B Loan Pair has become REO
Property, then as and when required pursuant to the related Intercreditor
Agreement (and in any event on the Master Servicer Remittance Date), the Master
Servicer shall withdraw from the related A/B Loan Custodial Account or Companion
Loan Custodial Account and pay to the applicable parties hereunder such amounts
as is permitted under the related Intercreditor Agreement and this Agreement for
purposes of the reimbursement of Advances, the payment of interest on Advances,
the payment of Servicing Fees, Special Servicing Fees, Workout Fees and
Liquidation Fees and the payment of any other servicing expenses and fees
relating to the Serviced Companion Loan or B Loan or any related REO Property
and, further, to pay to the B Loan Holder or the Companion Loan Holders, as
applicable, all amounts to which each of them is entitled in respect of the
subject B Loan and Companion Loan, respectively, in accordance with the related
Intercreditor Agreement. The foregoing payments shall be made in accordance with
the priorities set forth in the related Intercreditor Agreement. Payments to the
Trust shall be made by transfer of the applicable funds to the Collection
Account, and payments to the B Loan Holders or the Companion Loan Holders, as
applicable, shall be made in accordance with the related Intercreditor
Agreement.

            The Master Servicer shall make remittances allocable to the Mall at
Fairfield Commons Companion Loan (pursuant to the Mall at Fairfield Commons
Intercreditor Agreement) to the Series 2003-KEY1 Master Servicer, on behalf of
the Series 2003-KEY1 Trustee as the holder of the Mall at Fairfield Commons
Companion Loan, on the Business Day prior to the "P&I Advance Date" under the
Series 2003-KEY1 PSA.

            Section 3.05 Permitted Withdrawals from the Collection Account and
the Distribution Account. (a) The Master Servicer may, from time to time, make
withdrawals from the Collection Account maintained by it for any of the
following purposes:

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

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

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

            (iv) to reimburse itself or the Trustee, as applicable, for
      unreimbursed P&I Advances (to the extent not previously reimbursed in the
      form of a Cure Payment from any Companion Loan Holder or B Loan Holder),
      the Master Servicer's or the Trustee's right to receive payment pursuant
      to this clause (iv) being limited to amounts received which represent Late
      Collections of interest (net of the related Master Servicing Fees and
      Primary Servicing Fees) on and principal of the particular Loans
      (including the Mayfair Mall Loan) and REO Loans with respect to which such
      P&I Advances were made; provided, however, that if such P&I Advance
      becomes a Workout-Delayed Reimbursement Amount, then such P&I Advance
      shall thereafter be reimbursed from the portion of general collections and
      recoveries on or in respect of the Loans (including the Mayfair Mall Loan)
      and REO Properties on deposit in the Collection Account from time to time
      that represent collections or recoveries of principal to the extent
      provided in clause (vi) below, first from such amounts that are allocated
      to the Loan Group to which such Loan belongs and second from such amounts
      that are allocated to the other Loan Group;

            (v) to reimburse itself or the Trustee, as applicable, for
      unreimbursed Servicing Advances, the Master Servicer's or the Trustee's
      respective rights to receive payment pursuant to this clause (v) with
      respect to any Loan (including the Mayfair Mall Loan), Serviced Companion
      Loan, B Loan or REO Property being limited to, as applicable, related
      payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and
      REO Revenues); provided, however, that if such Servicing Advance becomes a
      Workout-Delayed Reimbursement Amount, then such Servicing Advance shall
      thereafter be reimbursed from the portion of general collections and
      recoveries on or in respect of the Loans (including the Mayfair Mall
      Loan), Serviced Companion Loans, B Loans and REO Properties on deposit in
      the Collection Account from time to time that represent collections or
      recoveries of principal to the extent provided in clause (vi) below, first
      from such amounts that are allocated to the Loan Group to which such Loan
      belongs and second from such amounts that are allocated to the other Loan
      Group;

            (vi) to reimburse itself or the Trustee, as applicable, for (A)
      Nonrecoverable Advances out of the principal portion of general
      collections on the Loans (including the Mayfair Mall Loan), Companion
      Loans, B Loans and REO Properties, first from such amounts that are
      allocated to the Loan Group to which such Loan belongs and second from
      such amounts that are allocated to the other Loan Group and, to the extent
      the principal portion of general collections is insufficient and with
      respect to such excess only, subject to any exercise of the sole option of
      the Master Servicer or the Trustee to defer reimbursement thereof pursuant
      to Section 3.19(f), out of other collections on the Loans (including the
      Mayfair Mall Loan), Companion Loans, B Loans and REO Properties and (B)
      Workout-Delayed Reimbursement Amounts, out of the principal portion of the
      general collections on the Loans and REO Properties, net of such amounts
      being reimbursed pursuant to (A) above, first from such amounts that are
      allocated to the Loan Group to which such Loan belongs and second from
      such amounts that are allocated to the other Loan Group;

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

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

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

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

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

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

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

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

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

            (xvi) to pay itself, the Special Servicer, the Directing
      Certificateholder, any Companion Loan Holder, B Loan Holder or a Mortgage
      Loan Seller, as the case may be, with respect to each Loan (including the
      Mayfair Mall Loan), Companion Loan and B Loan, if any, previously
      purchased or replaced by such Person pursuant to this Agreement or the
      related Intercreditor Agreement, all amounts received thereon subsequent
      to the date of purchase or replacement;

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

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

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

            provided, however, that in the case of any B Loan:

                  (A) the Master Servicer shall be entitled to make transfers
            from time to time, from the related A/B Loan Custodial Account to
            the portion of the Collection Account that does not constitute any
            such A/B Loan Custodial Account, of amounts necessary for the
            payments or reimbursement of amounts described in Section 3.05(a)
            above, but only insofar as the payment or reimbursement described
            therein arises from or is related solely to the Jefferson at
            Montfort Total Loan or any CBA A/B Loan Pair, is allocable to such
            Jefferson at Montfort Total Loan or CBA A/B Loan Pair pursuant to
            this Agreement and is allocable to the related B Loan pursuant to
            the related Intercreditor Agreement, and the Master Servicer shall
            also be entitled to make transfers from time to time, from the
            related A/B Loan Custodial Account to the portion of the Collection
            Account that does not constitute any such A/B Loan Custodial
            Account, of amounts transferred to such related A/B Loan Custodial
            Account in error, and amounts necessary for the clearing and
            termination of the Collection Account pursuant to Section 9.01;

                  (B) the Master Servicer shall on the Business Day following
            receipt of payment from the related Borrower, remit to the holder of
            the related B Loan any amounts on deposit in such A/B Loan Custodial
            Account (net of amounts permitted or required to be transferred
            therefrom as described in clause (A) above), to the extent that the
            holder of such B Loan is entitled thereto under the related
            Intercreditor Agreement (including, if applicable, by way of the
            operation of any provision of the related Intercreditor Agreement
            that entitles the holder of any B Loan to reimbursement of cure
            payments made by it);

            and provided further, however, that in the case of any Serviced
Companion Loan:

                  (A) the Master Servicer shall be entitled to make transfers
            from time to time, from the related Companion Loan Custodial Account
            to the portion of the Collection Account that does not constitute
            any Companion Loan Custodial Account, of amounts necessary for the
            payments or reimbursement of amounts described in Section 3.05(a)
            above, but only insofar as the payment or reimbursement described
            therein is allocable to the related A Loan under the related
            Intercreditor Agreement and is payable or reimbursable by the holder
            of the related Serviced Companion Loan, and the Master Servicer
            shall also be entitled to make transfers from time to time, from the
            related Companion Loan Custodial Account to the portion of the
            Collection Account that does not constitute any Companion Loan
            Custodial Account, of amounts transferred to such related Companion
            Loan Custodial Account in error, and amounts necessary for the
            clearing and termination of the Collection Account pursuant to
            Section 9.01; and

                  (B) the Master Servicer shall (or the Master Servicer shall
            cause KRECM with respect to the Mall at Fairfield Commons Companion
            Loan to) on each Master Servicer Remittance Date (subject to Section
            3.04(g)) remit to the holder of the related Companion Loan or its
            designee all amounts on deposit in such Companion Loan Custodial
            Account (net of amounts permitted or required to be transferred
            therefrom as described in clause (A) above), to the extent that the
            holder of such Companion Loan is entitled thereto under the related
            Intercreditor Agreement or under the related Companion Loan loan
            documents.

            Expenses incurred with respect to the Jefferson at Montfort Total
Loan and any CBA A/B Loan Pair shall be allocated in accordance with the
corresponding Intercreditor Agreement. The Master Servicer shall keep and
maintain a separate accounting for each Loan and B Loan for the purpose of
justifying any withdrawal or transfer from the Collection Account and any A/B
Loan Custodial Account. The Master Servicer shall not be permitted to withdraw
any funds from the portion of the Collection Account that does not constitute an
A/B Loan Custodial Account unless there are no remaining funds in the related
A/B Loan Custodial Account available and amounts are required to be paid in
accordance with the related Intercreditor Agreement. If the Master Servicer is
entitled to make any payment or reimbursement described above and such payment
or reimbursement relates to a B Loan but is not limited to a specific source of
funds (other than the requirement that it must be made by withdrawal from the
related A/B Loan Custodial Account insofar as it relates to a B Loan and is
permitted pursuant to such Intercreditor Agreement), the Master Servicer shall,
if funds on deposit in such A/B Loan Custodial Account are insufficient
therefor, request the related B Loan Holder to make such payment or
reimbursement to the extent such B Loan Holder is obligated to make such payment
or reimbursement pursuant to the related Intercreditor Agreement. If such B Loan
Holder fails to make such payment or reimbursement that it is obligated to make
within three (3) Business Days following such request, the Master Servicer shall
be entitled to make such payment or reimbursement from the Collection Account.
If such payment or reimbursement is subsequently recovered from such B Loan
Holder, to the extent that any amounts were previously taken by the Master
Servicer from the Collection Account, the amount recovered shall be deposited
into the Collection Account and shall not be deposited into the related A/B Loan
Custodial Account.

            Expenses incurred with respect to any Serviced Companion Loan shall
be allocated in accordance with the related Intercreditor Agreement. The Master
Servicer shall keep and maintain a separate accounting for each A Loan and the
related Companion Loan for the purpose of justifying any withdrawal or transfer
from the Collection Account and each Companion Loan Custodial Account. If the
Master Servicer is entitled to make any payment or reimbursement described above
and such payment or reimbursement relates to a Companion Loan but is not limited
to a specific source of funds (other than the requirement that it must be made
by withdrawal from the related Companion Loan Custodial Account insofar as it
relates to such Companion Loan), the Master Servicer shall, if funds on deposit
in such Companion Loan Custodial Account are insufficient therefor, request the
holder of such Companion Loan to make such payment or reimbursement. If the
holder of such Companion Loan fails to make such payment or reimbursement within
three (3) Business Days following such request, the Master Servicer shall be
entitled to make such payment or reimbursement from the Collection Account. If
such payment or reimbursement is subsequently recovered from the holder of such
Companion Loan, the amount recovered shall be deposited into the Collection
Account and shall not be deposited into the related Companion Loan Custodial
Account.

            The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan and property-by-property basis when appropriate, for
the purpose of justifying any withdrawal from the Collection Account. Any
amounts withdrawn from the Collection Account pursuant to clauses (iii) through
(xvii) above shall be allocated to the Lower-Tier REMIC.

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

            (i) to make deemed distributions of the Lower-Tier Distribution
      Amount pursuant to Section 4.01(a) and the amount of any Yield Maintenance
      Charges distributable pursuant to Section 4.01(c) to the Upper-Tier
      Distribution Account;

            (ii) to make distributions in respect of the Class LR Certificates
      pursuant to Section 4.01(a);

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

            (iv) to pay to the Trustee or any of its Affiliates, directors,
      officers, employees and agents, as the case may be, any amounts payable or
      reimbursable to any such Person hereunder, including pursuant to Section
      3.26(e), 3.30(o), 4.12, 6.03(a), 6.03(b), 8.05(c) or 8.05(d);

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

            (vi) to clear and terminate the Lower-Tier Distribution Account at
      the termination of this Agreement pursuant to Section 9.01;

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

            (viii) to recoup any amounts deposited in the Lower-Tier
      Distribution Account in error.

            (c) The Trustee may make withdrawals from the Upper-Tier
Distribution Account for any of the following purposes:

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

            (ii) to clear and terminate the Upper-Tier Distribution Account at
      the termination of this Agreement pursuant to Section 9.01; and

            (iii) to recoup any amounts deposited in the Upper-Tier Distribution
      Account in error.

            (d) Notwithstanding anything herein to the contrary, with respect to
any Loan, (i) if amounts on deposit in the Collection Account and the Lower-Tier
Distribution Account are not sufficient to pay the full amount of the Master
Servicing Fee listed in Section 3.05(a)(ii) and the Trustee Fee listed in
Section 3.05(b)(ii), then the Trustee Fee shall be paid in full prior to the
payment of any Master Servicing Fees payable under Section 3.05(a)(ii) and (ii)
if amounts on deposit in the Collection Account are not sufficient to reimburse
the full amount of Advances listed in Sections 3.05(a)(iv), (v), (vi) and (vii),
then reimbursements shall be paid first to the Trustee, and then to the Master
Servicer. Notwithstanding the foregoing, any unpaid Master Servicing Fee,
Trustee Fee or Advance that remains outstanding shall be reimbursable to the
Master Servicer or the Trustee, as applicable, with interest accrued thereon at
the Reimbursement Rate as provided in Section 3.05.

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

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

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

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

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

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

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

            Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage. (a) The Master Servicer shall use its reasonable efforts
to cause the Borrower to maintain the insurance coverage required by the terms
of the related Note and Mortgage, or if the Borrower does not so maintain such
insurance coverage, shall itself maintain for each Loan (other than the Mayfair
Mall Loan) any Insurance Policy coverage as is required under the related
Mortgage (to the extent the Trustee as mortgagee has an insurable interest in
the related Mortgaged Property and to the extent such Insurance Policy coverage
is available at commercially reasonable rates, as determined by the Master
Servicer in accordance with the Servicing Standard); provided, however, that,
subject to Section 3.07(f), if any Mortgage permits the holder thereof to
dictate to the Borrower the Insurance Policy coverage to be maintained on such
Mortgaged Property, the Master Servicer or Special Servicer, as applicable,
shall impose such insurance requirements as are consistent with the Servicing
Standard. The Master Servicer shall use its reasonable efforts to cause the
Borrower to maintain, and if the Borrower does not so maintain, the Master
Servicer shall maintain, all-risk casualty insurance which does not contain any
carve-out for terrorist or similar act to the extent not prohibited by the terms
of the related Loan Documents. The Master Servicer shall not be required to call
a default under a Loan if the related Borrower fails to maintain such insurance,
and the Master Servicer shall not be required to maintain such insurance, if, in
each case, the Special Servicer consents, after receiving the Master Servicer's
recommendation (including a summary of Master Servicer's efforts and research
with respect to such insurance, along with other information the Special
Servicer may reasonably request), to the Master Servicer's determination based
upon information reasonably available to the Master Servicer after due inquiry
in accordance with the Servicing Standard that either (a) such insurance is not
available at commercially reasonable rates and that such hazards are not at the
time commonly insured against for properties similar to the Mortgaged Property
and located in or around the region in which such Mortgaged Property is located
or (b) such insurance is not available at any rate, provided, however, that the
Master Servicer shall enforce any specific provisions of the related Loan
documents requiring the related Borrower to obtain policies at certain
predetermined costs, and any related costs and expenses shall (subject to
Section 3.03(c)) be paid by the Master Servicer as an Advance. Subject to
Section 3.17(a), the Special Servicer shall maintain for each REO Property no
less Insurance Policy coverage than was previously required of the Borrower
under the related Loan or, at Special Servicer's election, coverage satisfying
insurance requirements consistent with the Servicing Standard, provided that
such coverage is available at commercially reasonable rates.

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

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

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

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

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

            The minimum coverage under any such Fidelity Bond and errors and
omissions insurance policy shall be at least equal to the greater of (i) the
amount necessary for the Master Servicer or Special Servicer, as applicable, to
qualify as a FNMA or FHLMC servicer or in an amount that would meet the
requirements of prudent institutional commercial mortgage loan servicers for
similar transactions, and (ii) $1,000,000. Notwithstanding the foregoing, so
long as the long-term debt or the deposit obligations or claims-paying ability
of the Master Servicer or Special Servicer (or its immediate or remote parent)
is rated at least "A" by Fitch and S&P and, solely if Moody's is rating a
mortgage-backed securitization that includes any Serviced Companion Loan,"A1" by
Moody's, the Master Servicer or Special Servicer, respectively, shall be allowed
to provide self-insurance with respect to a Fidelity Bond and such errors and
omissions policy. Coverage of the Master Servicer or the Special Servicer under
a policy or bond obtained by an Affiliate of the Master Servicer or the Special
Servicer and providing the coverage required by this Section 3.07(c) shall
satisfy the requirements of this Section 3.07(c).

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

            (d) With respect to the Loans that (i) require earthquake insurance,
or (ii) (A) at the date of origination were secured by Mortgaged Properties on
which the related Borrower maintained earthquake insurance and (B) have
provisions which enable the Master Servicer to continue to require the related
Borrower to maintain earthquake insurance, the Master Servicer shall require the
related Borrower to maintain such insurance in the amount, in the case of clause
(i), required by the Loan and in the amount, in the case of clause (ii),
maintained at origination, in each case, to the extent such amounts are
available at commercially reasonable rates. The Master Servicer shall use
reasonable efforts to cause the related Borrower to pay the costs of such
confirmation, otherwise, such costs shall be a Trust Fund expense.

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

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

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

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

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

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

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

            Section 3.08 Enforcement of Due-On-Sale and Due-On-Encumbrance
Clauses; Assumption Agreements; Defeasance Provisions; Other Provisions. (a) (i)
As to each Loan or Serviced Loan Combination which contains a provision in the
nature of a "due-on-sale" clause, which by its terms:

                  (A) provides that such Loan or Serviced Loan Combination shall
            (or may at the mortgagee's option) become due and payable upon the
            sale or other transfer of an interest in the related Mortgaged
            Property or the related Borrower, or

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

the Master Servicer shall provide notice to the Special Servicer of any request
for a waiver thereof, and the Master Servicer or the Special Servicer, as
applicable, shall enforce such due-on-sale clause, unless the Master Servicer or
the Special Servicer, as applicable, determines, in accordance with the
Servicing Standard, and with the consent of the Directing Certificateholder
(subject to Section 3.08(c) and the last paragraph of Section 3.21(e)), that (1)
not declaring an Event of Default (as defined in the related Mortgage) or (2)
granting such consent would be likely to result in a greater recovery (or an
equal recovery, provided the other conditions for an assumption or waiver of a
due-on-sale clause, if any, are met), on a present value basis (discounting at
the related Mortgage Rate), than would enforcement of such clause or the failure
to grant such consent. If the Master Servicer or the Special Servicer, as
applicable, determines that (1) not declaring an Event of Default (as defined in
the related Mortgage) or (2) granting such consent would be likely to result in
a greater recovery (or an equal recovery, provided the other conditions for an
assumption or waiver of a due-on-sale clause, if any, are met), the Master
Servicer or the Special Servicer, as applicable, shall take or enter into an
assumption agreement from or with the proposed transferee as obligor thereon,
provided that (x) the credit status of the prospective transferee is in
compliance with the Servicing Standard and the terms of the related Mortgage and
(y) with respect to any Loan which is a Significant Loan, the Master Servicer or
the Special Servicer, as applicable, shall have received written confirmation
from each of the Rating Agencies that such assumption would not, in and of
itself, cause a downgrade, qualification or withdrawal of any of the
then-current ratings assigned to the Certificates or, if such Loan is the Mall
at Fairfield Commons Loan or the Stanford Shopping Center Loan, the certificates
issued pursuant to the securitization containing any related Companion Loan. The
Master Servicer or the Special Servicer, as applicable, shall use reasonable
efforts to cause the related Borrower to pay the costs of such confirmation,
otherwise, such costs shall be a Trust Fund expense.

            (ii) Neither the Master Servicer nor the Special Servicer shall (x)
      consent to the foreclosure of any Mezzanine Loan other than by a Permitted
      Mezzanine Loan Holder or (y) consent to the transfer of any Mezzanine Loan
      except to a Permitted Mezzanine Loan Holder, except, in each case, as
      otherwise provided in Section 3.08(a)(i). Neither the consent of the
      Master Servicer nor the consent of the Special Servicer shall be required
      for the foreclosure by a Permitted Mezzanine Loan Holder if an event of
      default has been declared under the related Loan (and each Rating Agency
      has been notified of such event of default), if such consent is not
      required in the related mezzanine intercreditor agreement, and the related
      mezzanine lender complies with the applicable conditions set forth in the
      related intercreditor agreement.

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

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

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

the Master Servicer shall provide notice to the Special Servicer of any request
for a waiver thereof, and the Master Servicer or the Special Servicer, as
applicable, shall enforce such due-on-encumbrance clause and in connection
therewith shall (i) accelerate payments thereon or (ii) withhold its consent to
such lien or encumbrance unless the Master Servicer or the Special Servicer, as
applicable, (x) determines, in accordance with the Servicing Standard, and with
the consent of the Directing Certificateholder (subject to the last paragraph of
Section 3.21(e)), that (1) not accelerating payments on such Loan or (2)
granting such consent would result in a greater recovery (or an equal recovery,
provided the other conditions for a waiver of a due-on-encumbrance clause, if
any, are met) on a present value basis (discounting at the related Mortgage
Rate) than would enforcement of such clause or the failure to grant such consent
and (y) with respect to any Loan, (A) the Stated Principal Balance of which is
$20,000,000 or more, (B) that represents 2% or more of the aggregate outstanding
principal balances of all of the Loans in the Trust Fund at such time, (C) is
one of the ten largest Loans by Stated Principal Balance of all Loans in the
Trust Fund at such time, (D) the combined debt service coverage ratio of such
Loan and the debt secured by such other encumbrance would be less than 1.20x or
(E) the combined loan-to-value ratio of such loan and the debt secured by such
other encumbrance would be 85% or greater, receives prior written confirmation
from S&P and, solely with respect to any Loan that is one of the ten largest
Loans by Stated Principal Balance of all Loans at such time or such Loan
individually or together with all other Loans, if any, that are in the same
Crossed Group as such Loan, is one of the ten largest Loans by Stated Principal
Balance of all Loans at such time, Fitch that (1) not accelerating such payments
or (2) granting such consent would not, in and of itself, cause a downgrade,
qualification or withdrawal of any of the then-current ratings assigned to the
Certificates. To the extent permitted by the Loan Documents, the Master Servicer
or the Special Servicer, as applicable, will require Borrower to pay the costs
associated with such Rating Agency confirmation, otherwise it is considered a
Trust Fund expense.

            (c) Notwithstanding the foregoing subsections (a) and (b), the
Master Servicer shall not waive any rights under a "due-on-sale" or
"due-on-encumbrance" clause with respect to any Loan or Serviced Loan
Combination unless (i) the Master Servicer shall have notified the Special
Servicer of such waiver, (ii) the Master Servicer shall have submitted the
Master Servicer's written recommendation and analysis to the Special Servicer,
(iii) the Master Servicer shall have submitted to the Special Servicer the
documents within the possession of the Master Servicer that are reasonably
requested by the Special Servicer, (iv) the Special Servicer shall have approved
such waiver (which approval shall be deemed granted if not denied within 15
Business Days of its receipt of the Master Servicer's recommendation and any
additional documents and information that the Special Servicer may reasonably
request), notified the Directing Certificateholder of the request for the waiver
and of its own approval and submitted to the Directing Certificateholder each of
the documents submitted to the Special Servicer by the Master Servicer and (v)
the Directing Certificateholder shall have informed the Special Servicer that it
has approved (such approval subject to the last paragraph of Section 3.21(e)),
such waiver; provided, however, that the Special Servicer shall advise the
Directing Certificateholder of its approval (if any) of such waiver promptly
(but in no case to exceed 10 Business Days) following its receipt of such
notice, recommendations, analysis, and reasonably requested documents from the
Master Servicer; and, provided, further, that if the Directing Certificateholder
does not reject such recommendation within 5 Business Days of its receipt of the
Special Servicer's recommendation and any additional documents and information
that the Directing Certificateholder may reasonably request, then the waiver
shall be deemed approved.

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

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

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

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

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

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

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

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

            (v) Prior to permitting release of any Mortgaged Property through
      defeasance, (X) with respect to S&P, (a) if such defeasance or partial
      defeasance or such Mortgaged Property relates to (1) any Loan, Serviced
      Companion Loan or B Loan, that represents one of the ten largest Loans
      (which for purposes of this clause (v) shall include groups of Crossed
      Loans and groups of Loans made to affiliated Borrowers) or (2) has a
      Stated Principal Balance at the time of defeasance of more than
      $20,000,000 or represents more than 5% of the aggregate Stated Principal
      Balance of all Loans at such time, the Master Servicer shall obtain, at
      the expense of the related Borrower, written confirmation from S&P that
      such defeasance would not, in and of itself, result in a downgrade,
      qualification or withdrawal of any of the then-current ratings assigned to
      the Certificates; provided that, in the case of any Loan that is not a
      Loan covered by clause (1) or (2), the Master Servicer shall required to
      obtain confirmation from S&P unless the Master Servicer delivers to S&P a
      notice in the form attached hereto as Exhibit P and (b) in the case of the
      Mall at Fairfield Commons Total Loan or the Stanford Shopping Center Total
      Loan, the Master Servicer shall obtain, at the expense of the related
      Borrower, written confirmation from S&P that such defeasance would not, in
      and of itself, result in a downgrade, qualification or withdrawal of any
      of the then-current ratings assigned to the certificates issued pursuant
      to the securitization containing any related Companion Loan and (Y) with
      respect to Fitch, if such defeasance or partial defeasance or such
      Mortgaged Property relates to any Loan, Serviced Companion Loan or B Loan
      that represents one of the ten largest Loans of all Loans at such time,
      the Master Servicer shall obtain, at the expense of the related Borrower,
      written confirmation from Fitch that such defeasance would not, in and of
      itself, result in a downgrade, qualification or withdrawal of any of the
      then-current ratings assigned to the Certificates.

            (vi) Neither the Master Servicer nor the Special Servicer shall
      permit the release of any Mortgaged Property through defeasance unless the
      related Borrower establishes to the satisfaction of the Master Servicer or
      the Special Servicer that the lien on such Mortgaged Property will be
      released to facilitate the disposition thereof or to facilitate any other
      customary commercial transaction.

            (vii) Prior to permitting release of any Mortgaged Property through
      defeasance, if the related Loan so requires and provides for the related
      Borrower to pay the cost thereof, the Master Servicer shall require such
      Borrower to deliver or cause to be delivered an Opinion of Counsel to the
      effect that such release will not cause either Trust REMIC to fail to
      qualify as a REMIC at any time that any Certificates are outstanding or
      cause a tax to be imposed on the Trust Fund or either Trust REMIC or any
      REMIC formed under the securitization which contains the related Companion
      Loan under the REMIC Provisions.

            (viii) Neither the Master Servicer nor the Special Servicer shall
      permit a partial defeasance with respect to any Loan, Companion Loan or B
      Loan unless the value of the Defeasance Collateral is at least the amount
      required pursuant to the related Loan Documents with respect to such
      partial defeasance.

To the extent not prohibited under the related Loan Documents, any costs to the
Master Servicer of obtaining legal advice to make the determinations required to
be made by it pursuant to this Section 3.08(g), or obtaining the Rating Agency
confirmations required by this Section 3.08(g), shall be borne by the related
Borrower as a condition to the Master Servicer's obligation to effect the
defeasance of the related Loan, Serviced Companion Loan or B Loan or advanced as
a Servicing Advance by the Master Servicer, and otherwise shall be a Trust Fund
expense. The Master Servicer shall deliver all documents relating to the
defeasance of the related Loan to the Trustee for inclusion in the related
Mortgage File.

            (h) [Reserved].

            (i) With respect to any Loan that permits the related Borrower to
incur subordinate indebtedness secured by the related Mortgaged Property, the
Master Servicer or the Special Servicer shall enforce the rights of the lender,
if any, under the Loan Documents to require such Borrower to require the lender
of such subordinate indebtedness to enter into a subordination and standstill
agreement with the lender. The Master Servicer shall receive any such request
from Borrower, and shall forward its analysis and recommendation to the Special
Servicer. The Special Servicer shall approve any such recommendation (which
approval shall be deemed granted if not denied within 15 Business Days of its
receipt of the Master Servicer's recommendation and any additional documents and
information that the Special Servicer may reasonably request) and promptly (in
any event, within not more than 10 Business Days of its receipt of the Master
Servicer's recommendation and any additional documents and information that the
Special Servicer may reasonably request) forward such analysis and
recommendation to Directing Certificateholder, who shall approve or reject such
recommendation (such approval subject to the last paragraph of Section 3.21(e)).
The Directing Certificateholder shall be deemed to have approved such
recommendation if not denied within 5 Business Days of its receipt of the
Special Servicer's recommendation and any additional documents and information
that the Directing Certificateholder may reasonably request. The Master Servicer
shall then process such documentation.

            (j) With respect to any Loan or Serviced Companion Loan, subject to
the related Loan Documents, neither the Master Servicer nor the Special Servicer
shall permit the related Borrower to substitute any real property, any rights
with respect to real property, or any other property interest whatsoever for the
Mortgaged Property securing such Loan as of the Closing Date without receipt of
(i) an Opinion of Counsel, at the expense of the Borrower, to the effect that
the substitution will not cause the related Loan or Companion Loan, as
applicable, to fail to qualify as a "qualified mortgage" as defined under
Section 860G(a)(3) of the Code while such Loan is owned by the Lower-Tier REMIC
or while such Companion Loan is owned by a REMIC and (ii) confirmation from S&P
and Fitch that such substitution of any real property, any rights with respect
to real property, or any other property interest whatsoever for the Mortgaged
Property securing such Loan will not cause a withdrawal, downgrade or
qualification of the then-current ratings of the Certificates; provided that, in
the case of Fitch, such Loan is one of the ten largest Loans by Stated Principal
Balance of all Loans at such time or such Loan individually or together with all
other Loans, if any, that are in the same Crossed Group as such Loan, is one of
the ten largest Loans by Stated Principal Balance of all Loans at such time.

            Section 3.09 Realization Upon Defaulted Loans. (a) The Special
Servicer shall, subject to subsections (b) through (d) of this Section 3.09,
exercise reasonable efforts, consistent with the Servicing Standard, to
foreclose upon or otherwise comparably convert (which may include an REO
Acquisition) the ownership of any property securing such Loans, Serviced
Companion Loans or B Loans as come into and continue in default as to which no
satisfactory arrangements can be made for collection of delinquent payments, and
which are not released from the Trust Fund pursuant to any other provision
hereof. In any case in which a Mortgaged Property shall have suffered damage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies or flood insurance policies required to be
maintained pursuant to Section 3.07, the Master Servicer shall not be required
to make a Servicing Advance and expend funds toward the restoration of such
property unless the Special Servicer has determined in its reasonable judgment
in accordance with the Servicing Standard that such restoration will increase
the net proceeds of liquidation of such Mortgaged Property to Certificateholders
(and the related B Loan Holder if in connection with the Jefferson at Montfort
Total Loan, and the related Companion Loan Holder if in connection with the Mall
at Fairfield Commons Total Loan or the Stanford Shopping Center Total Loan,
taken as a collective whole) after reimbursement to the Master Servicer for such
Servicing Advance and interest thereon and the Master Servicer has determined
that such Servicing Advance together with accrued and unpaid interest thereon
will be recoverable by the Master Servicer out of the proceeds of liquidation of
such Mortgaged Property, as contemplated in Section 3.05(a)(v). The Master
Servicer shall be responsible for all costs and expenses incurred by the Special
Servicer in any such proceedings (such costs and expenses to be advanced by the
Master Servicer to the Special Servicer and recoverable by the Master Servicer
as a Servicing Advance), provided that, in each case, such cost or expense would
not, if incurred, constitute a Nonrecoverable Servicing Advance. The Master
Servicer may pay out of the Collection Account as an expense of the Trust Fund
costs or expenses that would otherwise be determined to be a Nonrecoverable
Servicing Advance if it determines in accordance with the Servicing Standard (or
at the request of the Special Servicer, who has determined in accordance with
the Servicing Standard and upon which determination the Master Servicer may
rely) that expending such funds would be in the best interests of and for the
benefit of the Certificateholders (and in the case of any Serviced Companion
Loan or B Loan, the related holder of such Companion Loan or B Loan, as
applicable, taken as a collective whole, provided that such holder of the
Companion Loan and B Loan agree to reimburse their pro rata share of such
payment).

            Nothing contained in this Section 3.09 shall be construed to require
the Special Servicer, on behalf of the Trust Fund, to make a bid on any
Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the Special Servicer
in its reasonable judgment taking into account, as applicable, among other
factors, the period and amount of any delinquency on the affected Loan, the
occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy, the obligation to dispose of any REO
Property within the time period specified in Section 3.16(a) and the results of
any Appraisal obtained pursuant to the following sentence, all such bids to be
made in a manner consistent with the Servicing Standard. If and when the Special
Servicer deems it necessary and prudent for purposes of establishing the fair
market value of any Mortgaged Property securing a Defaulted Loan, whether for
purposes of bidding at foreclosure or otherwise, the Special Servicer is
authorized to have an Appraisal performed with respect to such property, the
cost of which Appraisal shall be paid by the Master Servicer as a Servicing
Advance.

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:

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

            (ii) the Special Servicer shall have obtained an Opinion of Counsel
      (the cost of which shall be a Servicing Advance) to the effect that the
      holding of such personal property by the Trust Fund will not cause the
      imposition of a tax on either Trust REMIC under the REMIC Provisions or
      cause either Trust REMIC to fail to qualify as a REMIC at any time that
      any Uncertificated Lower-Tier Interest or Certificate is outstanding.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
the Special Servicer shall not, on behalf of the Trustee, obtain title to a
Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the
Trustee, on behalf of the Certificateholders and, with respect to any Loan
Combination, the related Companion Loan Holders and B Loan Holders, would be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA or
any comparable law, unless (as evidenced by an Officer's Certificate to such
effect delivered to the Trustee) the Special Servicer has previously determined
in accordance with the Servicing Standard, based on an Environmental Assessment
of such Mortgaged Property performed within the preceding 12 months by an
Independent Person who regularly conducts Environmental Assessments and/or the
existence of an Environmental Insurance Policy covering such Mortgaged Property,
that:

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that taking such actions as
      are necessary to bring the Mortgaged Property in compliance therewith is
      reasonably likely to produce a greater recovery on a present value basis
      than not taking such actions; and

            (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and regulations or, if such circumstances or
      conditions are present for which any such action could be required, that
      taking such actions with respect to such Mortgaged Property is reasonably
      likely to produce a greater recovery on a present value basis than not
      taking such actions.

            The cost of any such Environmental Assessment and the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding sentence shall be paid by the Master Servicer as a
Servicing Advance. If any such Environmental Assessment so warrants, the Special
Servicer shall, at the expense of the Trust Fund, perform such additional
environmental testing as it deems necessary and prudent to determine whether the
conditions described in clauses (i) and (ii) of the second preceding sentence
have been satisfied.

            (d) If (i) the environmental testing contemplated by subsection (c)
above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a Defaulted Loan and (ii) there has been no breach
of any of the representations and warranties set forth in or required to be made
pursuant to Section 6 of the related Mortgage Loan Purchase Agreement for which
the related Mortgage Loan Seller could be required to repurchase such Defaulted
Loan pursuant to Section 7 of the related Mortgage Loan Purchase Agreement, then
the Special Servicer shall take such action as it deems to be in the best
economic interest of the Trust Fund (and the holder of the related B Loan if in
connection with the Jefferson at Montfort Total Loan and the holder of the
related Companion Loan if in connection with the Mall at Fairfield Commons Total
Loan or the Stanford Shopping Center Total Loan, taken as a collective whole)
and consistent with the Servicing Standard (other than proceeding to acquire
title to the Mortgaged Property) and is hereby authorized at such time as it
deems appropriate to release such Mortgaged Property from the lien of the
related Mortgage.

            (e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Trustee, the Master Servicer, the Directing
Certificateholder, any Requesting Subordinate Certificateholder (at the expense
of such requesting Holder) and, with respect to any Loan Combination, if such
Environmental Assessment relates to such Loan Combination, to the related
Companion Loan Holder or B Loan Holder, as applicable, monthly regarding any
actions taken by the Special Servicer with respect to any Mortgaged Property
securing a Defaulted Loan as to which the environmental testing contemplated in
subsection (c) above has revealed that either of the conditions set forth in
clauses (i) and (ii) of the first sentence thereof has not been satisfied, in
each case until the earlier to occur of satisfaction of both such conditions,
repurchase of the related Loan by the related Mortgage Loan Seller or release of
the lien of the related Mortgage on such Mortgaged Property. The Trustee shall,
upon request, forward all such reports to the Certificateholders (at the expense
of the requesting party) and each Rating Agency.

            (f) The Master Servicer shall report to the Internal Revenue Service
and the related Borrower, in the manner required by applicable law, the
information required to be reported regarding any Mortgaged Property related to
a Loan that it is required to service and which is abandoned or foreclosed, the
receipt of mortgage interests received in a trade or business and the
forgiveness of indebtedness with respect to any mortgaged property required by
Sections 6050J, 6050H and 6050P, respectively, of the Code. The Special Servicer
shall provide the Master Servicer with such information or reports as the Master
Servicer deems necessary to fulfill its obligations under this Section 3.09(f)
promptly upon the Master Servicer's request therefor. The Master Servicer shall
deliver a copy of any such report to the Trustee and the Special Servicer.

            (g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property is located and the terms of the Loan permit such an action.

            (h) The Special Servicer shall maintain accurate records, prepared
by one of its Servicing Officers, of each Final Recovery Determination in
respect of a Defaulted Loan or REO Property and the basis thereof. Each Final
Recovery Determination shall be evidenced by an Officer's Certificate delivered
to the Trustee, the Master Servicer and if related to a Loan Combination, to the
related Companion Loan Holder or B Loan Holder, as applicable, no later than the
next succeeding P&I Advance Determination Date.

            Section 3.10 Trustee to Cooperate; Release of Mortgage Files. (a)
Upon the payment in full of any Loan, the purchase of an A Loan by the related B
Loan Holder or Companion Loan Holder pursuant to the related Intercreditor
Agreement, or the receipt by the Master Servicer or the Special Servicer, as the
case may be, of a notification that payment in full shall be escrowed in a
manner customary for such purposes, the Master Servicer or Special Servicer, as
the case may be, will immediately notify the Trustee and request delivery of the
related Mortgage File. Any such notice and request shall be in the form of a
Request for Release (and shall include two copies) signed by a Servicing Officer
(or in a mutually agreeable electronic format that will, in lieu of a signature
on its face, originate from a Servicing Officer) and shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Collection Account
pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such
deposit, have been or will be so deposited. Within six Business Days (or within
such shorter period as release can reasonably be accomplished if the Master
Servicer notifies the Trustee of an exigency) of receipt of such notice and
request, the Trustee (or, to the extent provided in Section 3.01(b), the Master
Servicer or the Special Servicer, as applicable) shall execute such instruments
of satisfaction, deeds of reconveyance and other documents as shall have been
furnished to it by the Master Servicer, and the Trustee shall release and
deliver the related Mortgage File to the Master Servicer or Special Servicer, as
the case may be. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Collection
Account.

            (b) From time to time as is appropriate for servicing or foreclosure
of any Loan, Serviced Companion Loan or B Loan, the Master Servicer or the
Special Servicer shall deliver to the Trustee two copies of a Request for
Release signed by a Servicing Officer (or in a mutually agreeable electronic
format that will, in lieu of a signature on its face, originate from a Servicing
Officer). Upon receipt of the foregoing, the Trustee shall deliver the Mortgage
File or any document therein to the Master Servicer or the Special Servicer (or
a designee), as the case may be. Upon return of the Mortgage File to the
Trustee, the Trustee shall execute an acknowledgment of receipt.

            (c) Within seven Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the release of a Loan, Serviced Companion Loan,
B Loan or REO Loan, or to foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Borrower on the Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Note or Mortgage or
otherwise available at law or in equity. The Special Servicer shall be
responsible for the preparation of all such documents and pleadings. When
submitted to the Trustee for signature, such documents or pleadings shall be
accompanied by a certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the Trustee and certifying as to the
reason such documents or pleadings are required, that the proposed action is in
the best interest of the Certificateholders (and the related B Loan Holder if in
connection with the Jefferson at Montfort Total Loan and the related Companion
Loan Holder if in connection with the Mall at Fairfield Commons Total Loan or
the Stanford Shopping Center Total Loan), in each case, taken as a collective
whole, and that the execution and delivery thereof by the Trustee will not
invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.

            (d) If from time to time, pursuant to the terms of the Mayfair Mall
Intercreditor Agreement and any Mayfair Mall Servicing Agreement, and as
appropriate for enforcing the terms of the Mayfair Mall Loan, the Mayfair Mall
Master Servicer or the Mayfair Mall Special Servicer requests delivery to it of
the original Note for the Mayfair Mall Loan, then the Trustee shall release or
cause the release of such original Note to the requesting party or its designee.
In connection with the release of the original Note for the Mayfair Mall Loan in
accordance with the preceding sentence, the Trustee shall obtain a Request For
Release, substantially in the form of Exhibit D-1 or Exhibit D-2 of the Series
2003-C4 PSA, to evidence the holding by the Mayfair Mall Master Servicer or the
Mayfair Mall Special Servicer of such original Note as custodian on behalf of
and for the benefit of the Trustee.

            Section 3.11 Servicing Compensation. (a) As compensation for its
activities hereunder, the Master Servicer shall be entitled to receive the
Master Servicing Fee (subject to the third and last paragraphs of this Section
3.11(a)) with respect to each Loan (including the Mayfair Mall Loan) and REO
Loan (including the Mayfair Mall Loan, Specially Serviced Loans, Defeasance
Loans and Additional Collateral Loans) required to be serviced by it at the
applicable Master Servicing Fee Rate. The Master Servicing Fee with respect to
any Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in
respect thereof. The Master Servicing Fee shall be payable monthly, on a
loan-by-loan basis, from payments of interest on each Loan and REO Revenues
allocable as interest on each REO Loan. In no event will the Master Servicer or
any Primary Servicer be entitled to retain a servicing fee from the amount of
any P&I Advance, regardless of whether the related Borrower is obligated to
reimburse Master Servicing Fees or Primary Servicing Fees.

            The Master Servicer will also be entitled to a Primary Servicing Fee
with respect to each Loan, the Stanford Shopping Center Companion Loans and the
Jefferson at Montfort B Loan for which it acts as a Primary Servicer.

            The Master Servicer, on behalf of itself, the holder of the Excess
Servicing Strip and the Assignable Primary Servicing Fee and any Primary
Servicer, shall be entitled to recover unpaid Master Servicing Fees and Primary
Servicing Fees in respect of any Loan, Serviced Companion Loan, Jefferson at
Montfort B Loan or REO Loan (including any Specially Serviced Loan, Defeasance
Loan or Additional Collateral Loan) required to be serviced by it out of that
portion of related payments, Insurance and Condemnation Proceeds, Liquidation
Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries
of interest, to the extent permitted by Section 3.05(a). Subject to the fourth,
ninth and last paragraphs of this Section 3.11(a), the right to receive the
Master Servicing Fee (and, except to the extent set forth in the Primary
Servicing Agreement with respect to a Primary Servicer and except as set forth
in this Section 3.11(a), the related Primary Servicing Fee) may not be
transferred in whole or in part except in connection with the transfer of all of
the Master Servicer's responsibilities and obligations under this Agreement. The
parties hereto acknowledge that the annual fees of each Rating Agency allocable
to the KeyBank Loans, CSFB Loans and the PNC Loans will be paid by the Master
Servicer on an ongoing basis.

            Notwithstanding anything herein to the contrary, Midland (and its
successors and assigns) may at its option assign or pledge to any third party or
retain for itself the Excess Servicing Strip and the Assignable Primary
Servicing Fee; provided, however, that in the event of any resignation or
termination of Midland, all or any portion of the Excess Servicing Strip and/or
the Assignable Primary Servicing Fee may be reduced by the Trustee to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to
obtain a qualified successor Master Servicer and Primary Servicer with respect
to the Loans being primarily serviced by Midland (which successor may include
the Trustee) that meets the requirements of Section 6.4 and that requires market
rate servicing compensation that accrues at a per annum rate in excess of 0.005%
(0.50 basis points). The Master Servicer shall pay the Excess Servicing Strip
and the Assignable Primary Servicing Fee to the holder of the Excess Servicing
Strip and the Assignable Primary Servicing Fee (i.e., Midland or any such third
party) at such time and to the extent the Master Servicer is entitled to receive
payment of its Master Servicing Fees hereunder, notwithstanding any resignation
or termination of Midland hereunder (subject to reduction pursuant to the
preceding sentence).

            Additional servicing compensation ("Additional Servicing
Compensation") in the form of (i) 100% of all assumption application fees and
50% of all assumption fees paid by the Borrowers on all Loans and the Jefferson
at Montfort Total Loan, the Mall at Fairfield Commons Total Loan and the
Stanford Shopping Center Total Loan that are not Specially Serviced Loans (but
only to the extent that all amounts then due and payable with respect to such
Loans have been paid), (ii) all Penalty Charges actually collected on each Loan
and Serviced Companion Loan (other than Specially Serviced Loans) but only to
the extent that (a) all amounts then due and payable with respect to such Loan
or Serviced Companion Loan (including outstanding interest on all Advances
accrued with respect to such Loan or Serviced Companion Loan (including, with
respect to Penalty Charges collected on the Mall at Fairfield Commons Total Loan
and the Stanford Shopping Center Total Loan, interest on Advances made by the
holder (or any servicer) of any related Companion Loan for the Mall at Fairfield
Commons Total Loan and the Stanford Shopping Center Total Loan)) have been paid,
(b) the Trust Fund has been reimbursed with respect to any Advances made with
respect to such Loan or Serviced Companion Loan, together with interest thereon
if such interest was paid to the Master Servicer, the holder (or any servicer)
of such Companion Loan or the Trustee, as applicable, from a source of funds
other than Penalty Charges collected on such Loan or Serviced Companion Loan,
and (c) the Trust Fund has been reimbursed for any Additional Trust Fund
Expenses incurred since the Closing Date with respect to such Loan or Serviced
Companion Loan and previously paid from a source other than Penalty Charges on
such Loan or Serviced Companion Loan, (iii) charges for beneficiary statements
or demands and amounts collected for checks returned for insufficient funds,
(iv) all commercially reasonable fees actually collected on or with respect to
such Loan or Serviced Companion Loan for modifications, extensions, earnouts and
other actions for which the Master Servicer is responsible pursuant to Section
3.20 (but only to the extent that all amounts then due and payable after giving
effect to any modification with respect to the related Loan or Serviced
Companion Loan have been paid), (v) reasonable and customary consent fees and
fees in connection with defeasance, if any, and (vi) other customary charges, in
each case only to the extent actually paid by the related Borrower, shall be
retained by the Master Servicer and shall not be required to be deposited in the
Collection Account, A/B Loan Custodial Account or Companion Loan Custodial
Account, as applicable, maintained by the Master Servicer pursuant to Section
3.04(a). Notwithstanding anything to the contrary in clause (ii) of the first
sentence of this paragraph or in the last paragraph of Section 3.11(b), (x) the
Master Servicer shall be entitled to that portion, if any, of a Penalty Charge
collected on a Specially Serviced Loan that accrued prior to the related
Servicing Transfer Event and (y) if the Special Servicer has partially waived
any Penalty Charge part of which accrued prior to the related Servicing Transfer
Event, any collections in respect of such Penalty Charge shall be shared pro
rata by the Master Servicer and the Special Servicer based on the respective
portions of such Penalty Charge to which they would otherwise have been
entitled. With respect to Loans which are not Specially Serviced Loans, any fees
payable by the related Borrower with respect to the servicing activities set
forth in Sections 3.08(a), 3.08(b), 3.08(i), 3.20(a)(ii) and 3.29(d), shall be
considered Additional Servicing Compensation, and such fees that are in the
nature of an application fee shall be payable entirely to the Master Servicer
and any fee payable by the Borrower upon the completion of the servicing
activities set forth in such section shall be shared equally by the Master
Servicer and the Special Servicer. Compensation payable with respect to
servicing activities set forth under Section 3.20(a)(i) shall be paid entirely
to the Master Servicer.

            The Master Servicer also shall be entitled to additional servicing
compensation in the form of: (i) interest or other income earned on deposits
relating to the Trust Fund in the Collection Account, maintained by the Master
Servicer in accordance with Section 3.06(b) (but only to the extent of the Net
Investment Earnings, if any, with respect to each such account); (ii) interest
earned on deposits in any Cash Collateral Account, any Lockbox Account and the
Servicing Accounts maintained by the Master Servicer that is not required by
applicable law or the related Loan to be paid to the Borrower; and (iii)
collections representing Prepayment Interest Excess for any Distribution Date
(except to the extent necessary to offset Prepayment Interest Shortfalls for
such Distribution Date).

            The Master Servicer shall not be entitled to any Master Servicing
Fees or any other compensation from the Trust Fund hereunder with respect to the
B Loans that relate to any CBA A/B Loan Pair.

            The Master Servicer shall be entitled to the above-described
Additional Servicing Compensation (without sharing such Additional Servicing
Compensation with the Special Servicer or any other Person) with respect to the
Jefferson at Montfort B Loan and the Serviced Companion Loans to the extent not
expressly prohibited under the respective A/B Intercreditor Agreements; provided
that, in no such case, shall the payment of any such compensation with respect
to the Jefferson at Montfort B Loan reduce amounts otherwise payable to the
Certificateholders with respect to the related A Loan.

            Midland (and its successors and assigns) shall also be entitled to
receive all Primary Servicing Fees on any Loan, Serviced Companion Loan and REO
Loan (including any Specially Serviced Loan, Additional Collateral Loan and
Defeasance Loan) which is not serviced by a Primary Servicer, computed on the
basis of the related Stated Principal Balance and for the same period and in the
same manner respecting which any related interest payment due (or deemed to be
due) on the related Loan or Serviced Companion Loan is computed. The right of
Midland (and its successors and assigns) to receive such Primary Servicing Fees
in accordance with the provisions hereof shall not be terminated under any
circumstance, including transfer of the servicing or subservicing of the Loans
to another entity or the termination of the Master Servicer, except to the
extent that any portion of such Primary Servicing Fee is needed (as determined
by the Trustee in its discretion) to compensate any replacement primary servicer
for assuming the duties of Midland as Primary Servicer under this Agreement.
Midland (and its successors and assigns) shall be permitted to assign such
Primary Servicing Fees to any party without restriction, subject to the
exception in the immediately preceding sentence. Notwithstanding the foregoing,
each Primary Servicer shall be entitled to all Primary Servicing Fees on all
Loans serviced under the applicable Primary Servicing Agreement, whether or not
any of such Loans shall become Specially Serviced Loans.

            Except as specifically provided herein, the Master Servicer shall be
required to pay out of its own funds all expenses incurred by it in connection
with its servicing activities hereunder (including, without limitation, payment
of any amounts due for premiums for any blanket Insurance Policy insuring
against hazard losses pursuant to Section 3.07), if and to the extent such
expenses are not payable directly out of the Collection Account, and the Master
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.

            In the event that Midland is terminated or resigns as Master
Servicer, it (and its successors and assigns) will be entitled to retain the
Excess Servicing Strip and the Assignable Primary Servicing Fee, except to the
extent that any portion of such Excess Servicing Strip or the Assignable Primary
Servicing Fee is needed (as determined by the Trustee in its discretion) to
compensate any replacement Master Servicer for assuming the duties of Midland
under this Agreement.

            (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Loan and REO Loan. As to each such Specially Serviced
Loan and REO Loan (other than the Mayfair Mall REO Loan), the Special Servicing
Fee shall accrue at the Special Servicing Fee Rate (in accordance with the same
terms of the related Note as are applicable to the accrual of interest at the
Mortgage Rate) and shall be computed on the basis of the Stated Principal
Balance of such Specially Serviced Loan and for the same period respecting which
any related interest payment due on such Specially Serviced Loan or deemed to be
due on such REO Loan is computed. The Special Servicing Fee with respect to any
Specially Serviced Loan or REO Loan (other than the Mayfair Mall REO Loan) shall
cease to accrue if a Liquidation Event occurs in respect thereof. The Special
Servicing Fee shall be payable monthly, on a loan-by-loan basis, to the extent
permitted by Section 3.05(a). The right to receive the Special Servicing Fee may
not be transferred in whole or in part except in connection with the transfer of
all of the Special Servicer's responsibilities and obligations under this
Agreement.

            Additional servicing compensation in the form of (i) all assumption
application and assumption fees on all Specially Serviced Loans, (ii) one-half
of all assumption fees on any Loans other than Specially Serviced Loans and
(iii) all commercially reasonable extension fees and all fees received on or
with respect to Loan modifications for which the Special Servicer is responsible
pursuant to Section 3.20(a), but only to the extent actually collected from the
related Borrower and only to the extent that all amounts then due and payable
after giving effect to any modification with respect to the related Loan
(including those payable to the Master Servicer pursuant to Section 3.11(a))
have been paid, shall be promptly paid to the Special Servicer by the Master
Servicer and shall not be required to be deposited in the Collection Account
pursuant to Section 3.04(a).

            The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Workout Fee with respect to each Corrected Loan
(other than the Mayfair Mall Loan if such Loan has become a Corrected Loan) at
the Workout Fee Rate. The "Workout Fee Rate" means 1.0% applied to each
collection of interest and principal (including scheduled payments, prepayments,
Balloon Payments, payments at maturity and payments received with respect to a
partial condemnation of a Mortgaged Property securing a Specially Serviced Loan)
received on such Loan for so long as it remains a Corrected Loan. The Workout
Fee with respect to any Corrected Loan will cease to be payable if such Loan
again becomes a Specially Serviced Loan; provided that a new Workout Fee will
become payable if and when such Loan again becomes a Corrected Loan. If the
Special Servicer is terminated (other than for cause or by resignation), it
shall retain the right to receive any and all Workout Fees payable with respect
to Loans that became Corrected Loans during the period that it acted as Special
Servicer and were Corrected Loans at the time of such termination (and the
successor Special Servicer shall not be entitled to any portion of such Workout
Fees), in each case until the Workout Fee for any such loan ceases to be payable
in accordance with the terms hereof.

            A Liquidation Fee will be payable to the Special Servicer with
respect to each Specially Serviced Loan or REO Loan (other than the Mayfair Mall
REO Loan) as to which the Special Servicer receives any Liquidation Proceeds
subject to the exceptions set forth in the definition of Liquidation Fee. As to
each Specially Serviced Loan or REO Loan (other than the Mayfair Mall REO Loan),
the Liquidation Fee will be payable out of, and will be calculated by
application of a "Liquidation Fee Rate" of 1.0% of net liquidation proceeds
received with respect to such Specially Serviced Loan or REO Loan.
Notwithstanding the foregoing, no Liquidation Fee shall be payable under this
Agreement based on, or out of, Liquidation Proceeds received in connection with
any Liquidation Event involving the Mayfair Mall Loan or any Mayfair Mall REO
Property.

            Notwithstanding anything to the contrary described above, no
Liquidation Fee will be payable under the circumstances provided in the proviso
to the definition of Liquidation Fee. If, however, Liquidation Proceeds are
received with respect to any Corrected Loan and the Special Servicer is properly
entitled to a Workout Fee, such Workout Fee will be payable based on and out of
the portion of such Liquidation Proceeds that constitute principal and/or
interest on such Loan.

            The Special Servicer will also be entitled to additional fees in the
form of Penalty Charges on each Specially Serviced Loan (but only to the extent
actually collected from the related Borrower and to the extent that all amounts
then due and payable with respect to such Specially Serviced Loan (including
outstanding interest on all Advances accrued with respect to such Specially
Serviced Loan (including, with respect to Penalty Charges collected on the Mall
at Fairfield Commons Total Loan or the Stanford Shopping Center Total Loan,
interest on Advances made by the holder (or any servicer) of the related
Companion Loan) have been paid. The Special Servicer shall be required to pay
out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any
amounts, other than management fees in respect of REO Properties, due and owing
to any of its Sub-Servicers and the premiums for any blanket Insurance Policy
obtained by it insuring against hazard losses pursuant to Section 3.07), if and
to the extent such expenses are not payable directly out of the Collection
Account or the REO Account, and the Special Servicer shall not be entitled to
reimbursement therefor except as expressly provided in this Agreement.

            (c) If the Master Servicer and the Special Servicer are responsible
for servicing and administering the Mayfair Mall Total Loan or any Mayfair Mall
REO Property under Article XI, then each of the Master Servicer and the Special
Servicer shall be entitled to such compensation as is provided for in Section
11.09, which shall be in addition to that provided for in this Section 3.11.

            Section 3.12 Reports to the Trustee; Collection Account Statements.
(a) The Master Servicer shall deliver to the Trustee and the Special Servicer,
no later than 1:00 p.m. New York City time on the second Business Day prior to
each Distribution Date beginning in January 2004, the CMSA Loan Periodic Update
File with respect to the related Distribution Date (which shall include, without
limitation, the Available Distribution Amount for its respective Loans)
including the anticipated P&I Advances and Servicing Advances for the related
Distribution Date and any accrued but unpaid interest on Advances. The Master
Servicer shall, subject to Section 3.12(i), contemporaneously provide a copy of
such report as it relates to any Companion Loan or B Loan of a Serviced Loan
Combination to the related Companion Loan Holder and/or related B Loan Holder,
as applicable. As to each Loan, the Master Servicer shall provide to the Special
Servicer, by the close of business on each Distribution Date and in a mutually
agreeable electronic format, the amount of each outstanding Advance and the
interest accrued thereon as of such Distribution Date. The Master Servicer's
responsibilities under this Section 3.12(a) with respect to Specially Serviced
Loans and REO Loans shall be subject to the satisfaction of the Special
Servicer's obligations under Section 3.21. For the purposes of the production by
Master Servicer or the Special Servicer of any report, the Master Servicer or
the Special Servicer, as the case may be, may conclusively rely (without
independent verification), absent manifest error, on information provided to it
by the Depositor, by the Trustee, by the related Mortgage Loan Seller, by the
related Borrower or (x) in the case of such a report produced by the Master
Servicer, by the Special Servicer (if other than the Master Servicer or an
Affiliate thereof) and (y) in the case of such a report produced by the Special
Servicer, by the Master Servicer (if other than the Special Servicer or an
Affiliate thereof).

            (b) For so long as the Master Servicer makes deposits into and
withdrawals from the Collection Account maintained by it, not later than 30 days
after each Distribution Date, the Master Servicer shall forward to the Trustee a
statement setting forth the status of its Collection Account (and, shall deliver
to each B Loan Holder and Companion Loan Holder a statement setting forth the
status of the related A/B Loan Custodial Account and Companion Loan Custodial
Account) as of the close of business on the last Business Day of the related Due
Period showing the aggregate amount of deposits into and withdrawals from such
Collection Account (or, in the case of a Serviced Loan Combination, the
aggregate amount of deposits into and withdrawals from the corresponding A/B
Loan Custodial Account and Companion Loan Custodial Account, as the case may be)
of each category of deposit specified in Section 3.04 and each category of
withdrawal specified in Section 3.05 for the related Due Period.

            (c) No later than 1:00 p.m. New York City time on each Master
Servicer Remittance Date beginning in March 2004, the Master Servicer shall
deliver or cause to be delivered to the Trustee the following reports (and, if
applicable, the related REO Properties, providing the required information as of
the related Determination Date): (i) a CMSA Comparative Financial Status Report,
(ii) a CMSA Delinquent Loan Status Report; (iii) a CMSA Historical Loan
Modification Report; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO
Status Report; and (vi) a CMSA Financial File. Such reports shall be in CMSA
format (as in effect from time to time) and shall be in an electronic format
reasonably acceptable to both the Trustee and the Master Servicer. The Master
Servicer and Special Servicer shall also deliver or cause to be delivered to the
Trustee and the Master Servicer on the Master Servicer Remittance Date, the CMSA
Property File. The Master Servicer shall contemporaneously provide a copy of
such reports as they relate to any loan component in a Serviced Loan Combination
to the related B Loan Holder and related Companion Loan Holder.

            The reporting obligations of the Master Servicer in connection with
a Serviced Loan Combination shall be construed to require the Master Servicer to
only provide information regarding the related A Loan only, but whenever the
Master Servicer remits funds to the related B Loan Holder or the related
Companion Loan Holder, it shall thereupon deliver to such holder a remittance
report identifying the amounts in such remittance. The Master Servicer shall
contemporaneously with any related delivery to the Trustee or the Special
Servicer, as applicable, provide any such reports which contain information
related to Mortgaged Property securing any Serviced Loan Combination, or
financial information regarding any related Borrower to the related Companion
Loan Holder and/or the related B Loan Holder, as applicable.

            On the next Business Day succeeding the date received by the Master
Servicer from the Depositor, the Master Servicer shall deliver to the Trustee
the CMSA Loan Setup File.

            The information that pertains to Specially Serviced Loans and REO
Properties reflected in such reports shall be based solely upon the reports
delivered by the Special Servicer to the Master Servicer in writing and on a
computer readable medium reasonably acceptable to the Master Servicer and the
Special Servicer by 4:00 p.m. New York City time on the fourth Business Day
prior to the Master Servicer Remittance Date in CMSA format (as in effect from
time to time) or shall be provided by means of such reports so delivered by the
Special Servicer to the Master Servicer in the form so required. The Master
Servicer's responsibilities under this Section 3.12(c) with respect to REO Loans
and Specially Serviced Loans shall be subject to the satisfaction of the Special
Servicer's obligations under Section 3.12(f). In the absence of manifest error,
the Master Servicer shall be entitled to conclusively rely upon, without
investigation or inquiry, the information and reports delivered to it by the
Special Servicer, and the Trustee shall be entitled to conclusively rely upon
the Master Servicer's reports and the Special Servicer's reports without any
duty or obligation to recompute, verify or recalculate any of the amounts and
other information stated therein.

            (d) The Master Servicer shall deliver or cause to be delivered to
the Trustee the following materials (and shall contemporaneously provide a copy
of such materials and related reports as they relate to a Companion Loan or B
Loan, as applicable, of a Serviced Loan Combination, to the related Companion
Loan Holder and/or the related B Loan Holder, as applicable), in each case to
the extent that such materials or the information on which they are based are
required to be delivered pursuant to the Loan Documents and have been received
by the Master Servicer:

            (i) At least annually by May 31, commencing May 31, 2004, with
      respect to each Loan and REO Loan (to the extent prepared by and timely
      received from the Special Servicer in the case of any Specially Serviced
      Loan or REO Loan), a CMSA Operating Statement Analysis Report and CMSA NOI
      Adjustment Worksheet for the related Mortgaged Property or REO Property as
      of the end of the preceding fiscal year, together with copies of the
      operating statements and rent rolls (but only to the extent the related
      Borrower delivers such information to the Master Servicer and, with
      respect to operating statements and rent rolls for Specially Serviced
      Loans and REO Properties, to the extent timely delivered by the Special
      Servicer to the Master Servicer), for the related Mortgaged Property or
      REO Property as of the end of the preceding fiscal year.

            The Master Servicer shall use its reasonable efforts (but shall not
      be required to institute litigation) to obtain quarterly and annual
      operating statements, rent rolls with respect to each of such Loans, other
      than Specially Serviced Loans or REO Loans, which efforts shall include
      sending a letter to the related Borrower each quarter (followed up with
      telephone calls) requesting such quarterly and annual operating
      statements, rent rolls and maintenance schedules by no later than 60 days
      after such quarter, to the extent such action is consistent with
      applicable law, the terms of such Loans and the Servicing Standard. The
      Master Servicer shall deliver copies of all of the foregoing items so
      collected to the Special Servicer, the Directing Certificateholder and any
      Requesting Certificateholder (at the expense of such requesting Holder),
      and upon request, the Trustee and the Depositor, (x) in the case of
      quarterly operating statements and rent rolls, within the later of (A) 60
      days after such quarter and (B) 45 days following receipt of such
      operating statements and rent rolls, and (y) in the case of annual
      operating statements and rent rolls, not later than the later of (A) May
      31 of each calendar year and (B) 45 days following receipt of such
      operating statements and rent rolls

            (ii) The Master Servicer shall maintain a CMSA Operating Statement
      Analysis Report for each Mortgaged Property securing each Loan (other than
      any such Mortgaged Property which is REO Property or constitutes security
      for a Specially Serviced Loan) that shall be updated by the Master
      Servicer and delivered to the Trustee within 30 days after receipt by the
      Master Servicer of updated operating statements for such Mortgaged
      Property beginning in April 2004, provided that the Master Servicer shall
      not be required to update the CMSA Operating Statement Analysis Reports
      more often than quarterly or such other longer period as operating
      statements are required to be delivered to the lender by the Borrower
      pursuant to the Loan Documents.

            The Special Servicer will be required pursuant to Section 3.12(f) to
      deliver in a reasonable electronic format to the Master Servicer the
      information required pursuant to this Section 3.12(d) with respect to
      Specially Serviced Loans and REO Loans on or before April 30 of each year,
      commencing on April 30, 2004, and within ten days after its receipt of any
      operating statement for any related Mortgaged Property or REO Property.

            (e) No later than 1:00 p.m. New York City time on each Master
Servicer Remittance Date, the Master Servicer shall prepare and deliver to the
Trustee (and solely with respect to any Serviced Loan Combination, if any
Companion Loan or B Loan of such Serviced Loan Combination is listed on the CMSA
Servicer Watch List, the related B Loan Holder and/or related Companion Loan
Holder, as applicable), the Rating Agencies and the Special Servicer, a CMSA
Servicer Watch List.

            The Special Servicer shall report to the Master Servicer any events
affecting, or which may affect, the most recent CMSA Servicer Watch List
promptly upon the Special Servicer having knowledge of such event. In addition,
in connection with their servicing of the Loans, the Master Servicer and the
Special Servicer shall provide to each other and to the Trustee (and solely with
respect to any Serviced Loan Combination, if any Companion Loan or B Loan of
such Serviced Loan Combination is listed on the CMSA Servicer Watch List, the
related B Loan Holder and/or related Companion Loan Holder, as applicable)
written notice of any event that comes to their knowledge with respect to a
Loan, Serviced Companion Loan, B Loan or REO Property that the Master Servicer
or the Special Servicer, respectively, determines, in accordance with Servicing
Standard, would have a material adverse effect on such Loan or REO Property,
which notice shall include an explanation as to the reason for such material
adverse effect.

            (f) The Special Servicer shall deliver or cause to be delivered to
the Master Servicer and, upon the request of the Trustee, the Depositor, the
holders of any Serviced Companion Loan and any B Loan Holder or any Rating
Agency, to any such requesting party, the following materials, in each case to
the extent that such materials or the information on which they are based are
required to be delivered by the Borrower pursuant to the Loan Documents and have
been received by the Special Servicer:

            (i) Annually, on or before April 30 of each year, commencing in
      April 30, 2004, with respect to each Specially Serviced Loan and REO Loan,
      a CMSA Operating Statement Analysis Report and CMSA NOI Adjustment
      Worksheet, both in written form and in electronic format reasonably
      acceptable to the Master Servicer, the Special Servicer and the Trustee
      for the related Mortgaged Property or REO Property as of the end of the
      preceding calendar year (but only to the extent the Special Servicer has
      received such information from the Master Servicer at the time of the
      servicing transfer pursuant to Section 3.21 necessary to prepare the
      related CMSA Operating Statement Analysis Report and CMSA NOI Adjustment
      Worksheet on a prospective basis), together with copies of the operating
      statements and rent rolls for the related Mortgaged Property or REO
      Property as of the end of the preceding calendar year.

            The Special Servicer shall use its reasonable efforts (but shall not
      be required to institute litigation) to obtain quarterly and annual
      operating statements and rent rolls with respect to each Mortgaged
      Property constituting security for a Specially Serviced Loan and each REO
      Property (other than with respect to the Mayfair Mall Loan if it shall
      become a Specially Serviced Loan and the Mayfair Mall REO Property), which
      efforts shall include sending a letter to the related Borrower or other
      appropriate party each quarter (followed up with telephone calls)
      requesting such annual operating statements and rent rolls by no later
      than 60 days after such quarter. The Special Servicer shall deliver copies
      of all of the foregoing items so collected to the Master Servicer, the
      holders of any Serviced Companion Loan and any B Loan, the Directing
      Certificateholder and any Requesting Certificateholder (at the expense of
      such requesting Holder), and upon request, the Trustee and the Depositor,
      (x) in the case of quarterly operating statements and rent rolls, within
      the later of (A) 60 days after such quarter and (B) 45 days following
      receipt of such operating statements and rent rolls, and (y) in the case
      of annual operating statements and rent rolls, not later than the later of
      (A) April 30 of each calendar year and (B) 45 days following receipt of
      such operating statements and rent rolls.

            (ii) The Special Servicer shall maintain a CMSA Operating Statement
      Analysis Report, both in written form and in electronic format reasonably
      acceptable to the Master Servicer, the Special Servicer and the Trustee,
      for each Mortgaged Property which constitutes security for a Specially
      Serviced Loan or is a REO Property (other than with respect to the Mayfair
      Mall Loan if it shall become a Specially Serviced Loan and the Mayfair
      Mall REO Property) that shall be updated by the Special Servicer and
      delivered to the Master Servicer, the Mayfair Mall Master Servicer (as to
      the Mayfair Mall Loan or any Mayfair Mall REO Property) or otherwise, the
      holders of any Serviced Companion Loan and any B Loan within 10 days after
      receipt by the Special Servicer of updated operating statements for each
      such Mortgaged Property, provided, that the Special Servicer shall not be
      required to update the CMSA Operating Statement Analysis Reports more
      often than quarterly.

            (g) The Master Servicer and the Special Servicer hereby agree to
deliver to each Rating Agency any information such Rating Agency may reasonably
request. The Trustee shall be entitled to rely conclusively on and shall not be
responsible for the content or accuracy of any information provided to it by the
Master Servicer or the Special Servicer pursuant to this Agreement.

            (h) If the Master Servicer or the Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement, the Master Servicer or the Special Servicer, as the case may be, may
satisfy such obligation by (x) physically delivering a paper copy of such
statement, report or information, (y) delivering such statement, report or
information in a commonly used electronic format or (z) making such statement,
report or information available on the Master Servicer's internet website,
unless this Agreement expressly specifies a particular method of delivery;
provided, that all reports required to be delivered to the Trustee shall be
delivered in accordance with clause (x) or (y), as appropriate.

            (i) Notwithstanding anything in this Agreement to the contrary, the
Master Servicer shall, with respect to the Mall at Fairfield Commons Companion
Loan (so long as the Mall at Fairfield Commons Companion Loan is included in the
Series 2003-KEY1 Trust): (i) prepare and maintain CMSA files and reports that
provide information as of the "Determination Date" for each "Collection Period"
under the Series 2003-KEY1 PSA; and (ii) deliver to the Series 2003-KEY1 Master
Servicer, no later than 4:00 p.m. New York City time on each "Determination
Date" under the Series 2003-KEY1 PSA, a CMSA Loan Periodic Update File, a CMSA
Comparative Financial Status Report, a CMSA Delinquent Loan Status Report, a
CMSA Historical Loan Modification and Corrected Mortgage Loan Report, a CMSA
Historical Liquidation Report, a CMSA REO Status Report, a CMSA Servicer
Watchlist, a CMSA Property File, a CMSA Loan Set-up File, a CMSA Financial File
and a CMSA Loan Level Reserve/LOC Report.

            Section 3.13 Annual Statement as to Compliance. The Master Servicer
and the Special Servicer shall each deliver to the Trustee and to the Rating
Agencies, the Depositor, the Directing Certificateholder, any Requesting
Subordinate Certificateholder (at the expense of such requesting Holder), any
Companion Loan Holder (at its expense) and any B Loan Holder (at its expense) on
or before April 30 of each year, beginning April 30, 2004, an officer's
certificate of the Master Servicer or Special Servicer stating that, among other
things, to the best of such officer's knowledge, the Master Servicer or Special
Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
in all material respects throughout the preceding year (or such shorter period)
or, if there has been a material default, specifying each material default known
to such officer, the nature and status of such default and the action proposed
to be taken with respect thereto, and whether it has received any notice
regarding qualification, or challenging the status, of any Trust REMIC as a
REMIC from the IRS or any other governmental agency or body; provided that the
Master Servicer and Special Servicer shall be required to deliver its Annual
Performance Certification by March 20 in 2004 or any given year thereafter if it
has received confirmation from the Trustee or the Depositor by January 31 of
that year that a report on Form 10-K is required to be filed in respect of the
Trust for the preceding calendar year. The Trustee shall deliver such Officer's
Certificate, upon request, to any Certificateholder. If the same entity acts as
Master Servicer and Special Servicer, the foregoing may be delivered as a single
certificate.

            Section 3.14 Reports by Independent Public Accountants. On or before
April 30 of each year, beginning with April 30, 2004, the Master Servicer and
the Special Servicer (the "reporting person"), each at the reporting person's
expense, shall cause a firm of nationally recognized Independent public
accountants (who may also render other services to the reporting person) which
is a member of the American Institute of Certified Public Accountants ("AICPA")
to furnish a statement (an "Accountant's Statement") to the Trustee, the
Depositor and the Rating Agencies, the Directing Certificateholder, any
Requesting Subordinate Certificateholder (at the expense of such requesting
Holder), any Companion Loan Holder (at its expense) and any B Loan Holder (at
its expense) to the effect that such firm has examined certain documents and
records relating to the servicing of similar mortgage loans under similar
agreements and that, on the basis of such examination conducted substantially in
compliance with generally accepted auditing standards and the Uniform Single
Attestation Program for Mortgage Bankers or the Audit Program for Mortgages
serviced for FHLMC, such servicing has been conducted in compliance with similar
agreements except for such significant exceptions or errors in records that, in
the opinion of such firm, generally accepted auditing standards and the Uniform
Single Attestation Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for FHLMC require it to report, in which case such exceptions
and errors shall be so reported; provided that the Master Servicer and the
Special Servicer sall each be required to cause the delivery of its Annual
Accountants' Report by March 20 in 2004 or any given year thereafter if it has
received written confirmation from the Trustee or the Depositor by January 31 of
that year that a report on Form 10-K is required to be filed in respect of the
Trust for the preceding calander year.

            Each reporting person shall obtain from the related accountants, or
shall prepare, an electronic version of each Accountant's Statement and provide
such electronic version to the Trustee for filing in accordance with the
procedures set forth in Section 3.27 hereof. In rendering such statement, such
firm may rely, as to matters relating to direct servicing of mortgage loans by
Sub-Servicers, upon comparable statements for examinations conducted
substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers (rendered within one year of such statement) of independent
public accountants with respect to the related Sub-Servicer.

            Section 3.15 Access to Certain Information. Each of the Master
Servicer and the Special Servicer shall provide reasonable access during its
normal business hours at each of its principal servicing offices to any
Certificateholder or Certificate Owner that is, or is affiliated with, a
federally insured financial institution, the Trustee, the Depositor, each Rating
Agency, to each Companion Loan Holder and B Loan Holder, to the Master Servicer
or to the Special Servicer, as applicable, and to the OTS, the FDIC, the Federal
Reserve Board and the supervisory agents and examiners of such boards and such
corporations, and any other federal or state banking or insurance regulatory
authority that may exercise authority over any Certificateholder, access to any
documentation regarding the Loans and the Trust Fund within its control (with
respect to a Companion Loan Holder or B Loan Holder, relating to the
corresponding A Loan only) which may be required by this Agreement or by
applicable law.

            Such access shall be afforded without charge (except that the Master
Servicer and the Special Servicer may charge a reasonable fee for copies and
out-of-pocket costs to parties other than the Rating Agencies) but only upon
reasonable prior written request and during normal business hours at the offices
of the Master Servicer or the Special Servicer, as the case may be, designated
by it. Nothing in this Section 3.15 shall detract from the obligation of the
Master Servicer and the Special Servicer to observe any applicable law or
agreement prohibiting disclosure of information with respect to the Borrowers,
and the failure of the Master Servicer or the Special Servicer to provide access
as provided in this Section 3.15 as a result of such obligation shall not
constitute a breach of this Section 3.15. Nothing herein shall be deemed to
require the Master Servicer or Special Servicer to confirm, represent or warrant
the accuracy of any other Persons' information or report, included in any
communication from the Master Servicer, the Special Servicer or Borrower.
Notwithstanding the above, the Master Servicer and Special Servicer shall not
have any liability to the Depositor, the Trustee, any Certificateholder, any
Certificate Owner, to each Companion Loan Holder and B Loan Holder, the Initial
Purchaser, any Underwriter, any Rating Agency or any Person to whom it delivers
information pursuant to and in accordance with this Section 3.15 or any other
provision of this Agreement for federal, state or other applicable securities
law violations relating to the disclosure of such information. The Master
Servicer and the Special Servicer may each deny any of the foregoing persons
access to confidential information or any intellectual property which the Master
Servicer or the Special Servicer is restricted by license or contract from
disclosing. Notwithstanding the foregoing, the Master Servicer and the Special
Servicer shall maintain separate from such confidential information and
intellectual property, all documentation regarding the Loans that is not
confidential.

            Section 3.16 Title to REO Property; REO Account. (a) If title to any
REO Property (other than the Mayfair Mall REO Property) is acquired, the deed or
certificate of sale shall be issued to the Trustee (or its nominee) on behalf of
the Certificateholders (and for the benefit of the related Companion Loan Holder
and/or the related B Loan Holder, as applicable, if such REO Property is related
to any CBA A/B Loan Pair, the Jefferson at Montfort Total Loan, the Mall at
Fairfield Commons Total Loan and the Stanford Shopping Center Total Loan). The
Special Servicer, on behalf of the Trust Fund, shall sell any REO Property
(other than the Mayfair Mall REO Property) in accordance with Section 3.18(d)
and, in any event, prior to the close of the third calendar year beginning after
the year in which the Trust Fund acquires ownership of such REO Property for
purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) is granted an extension of time (an "REO Extension") by the Internal Revenue
Service to sell such REO Property (a copy of which shall be delivered to the
Trustee) or (ii) obtains for the Trustee and the Master Servicer an Opinion of
Counsel (the cost of which shall be paid as a Servicing Advance), addressed to
the Trustee and the Master Servicer, to the effect that the holding by the Trust
Fund of such REO Property after such period will not result in the imposition of
taxes on "prohibited transactions" of the Trust Fund or either Trust REMIC as
defined in Section 860F of the Code or cause either Trust REMIC to fail to
qualify as a REMIC for federal or applicable state tax purposes at any time that
any Uncertificated Lower-Tier Interests or Certificates are outstanding. If the
Special Servicer is granted the REO Extension or obtains the Opinion of Counsel
contemplated by clause (ii) above, the Special Servicer shall sell such REO
Property within such period as is permitted by such REO Extension or such
Opinion of Counsel. Any expense incurred by the Special Servicer in connection
with its being granted the REO Extension or its obtaining the Opinion of Counsel
contemplated by clause (ii) above shall be an expense of the Trust Fund payable
out of the Collection Account pursuant to Section 3.05(a).

            (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more REO Accounts, held on
behalf of the Trustee in trust for the benefit of the Certificateholders (and
for the benefit of the related Companion Loan Holder and/or the related B Loan
Holder, as applicable, if such REO Property is related to any CBA A/B Loan Pair,
the Jefferson at Montfort Total Loan, the Mall at Fairfield Commons Total Loan
and the Stanford Shopping Center Total Loan) and the Trustee (as holder of the
Uncertificated Lower-Tier Interests), for the retention of revenues and other
proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the
REO Account, within one Business Day after receipt, all REO Revenues, Insurance
and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO
Property. Funds in the REO Account may be invested only in Permitted Investments
in accordance with Section 3.06. The Special Servicer shall give notice to the
Trustee and the Master Servicer of the location of the REO Account when first
established and of the new location of the REO Account prior to any change
thereof.

            (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On each Determination Date, the
Special Servicer shall withdraw from the REO Account and deposit into the
Collection Account, Companion Loan Custodial Account or A/B Loan Custodial
Account, as applicable, the aggregate of all amounts received in respect of each
REO Property during the most recently ended Due Period, net of any withdrawals
made out of such amounts pursuant to the preceding sentence; provided, however,
that the Special Servicer may retain in such REO Account, in accordance with the
Servicing Standard, such portion of such balance as may be necessary to maintain
a reasonable reserve for repairs, replacements, leasing, management and tenant
improvements and other related expenses for the related REO Property. In
addition, on each Determination Date, the Special Servicer shall provide the
Master Servicer with a written accounting of amounts deposited in the Collection
Account on such date.

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

            Section 3.17 Management of REO Property. (a) If title to any REO
Property (other than the Mayfair Mall REO Property) is acquired, the Special
Servicer shall manage, conserve, protect, operate and lease such REO Property
for the benefit of the Certificateholders (and for the benefit of the related
Companion Loan Holder and/or the related B Loan Holder, as applicable, if such
REO Property is related to any CBA A/B Loan Pair, the Jefferson at Montfort
Total Loan, the Mall at Fairfield Commons Total Loan or the Stanford Shopping
Center Total Loan) and the Trustee (as Holder of the Uncertificated Lower-Tier
Interests) solely for the purpose of its timely disposition and sale in a manner
that does not cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or result in the
receipt by the Trust Fund of any "income from non-permitted assets" within the
meaning of Section 860F(a)(2)(B) of the Code. Subject to the foregoing, however,
the Special Servicer shall have full power and authority to do any and all
things in connection therewith as are in the best interests of and for the
benefit of the Certificateholders (and for the benefit of the related Companion
Loan Holder and/or the related B Loan Holder, as applicable, if such REO
Property is related to any CBA A/B Loan Pair, the Jefferson at Montfort Total
Loan, the Mall at Fairfield Commons Total Loan or the Stanford Shopping Center
Total Loan) and the Trustee (as Holder of the Uncertificated Lower-Tier
Interests) (as determined by the Special Servicer in its good faith and
reasonable judgment) and, consistent therewith, shall withdraw from the REO
Account, to the extent of amounts on deposit therein with respect to such REO
Property, funds necessary for the proper operation, management, leasing and
maintenance of such REO Property, including, without limitation:

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

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

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

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

            To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, subject to Section
3.03(c), the Master Servicer shall advance from its own funds, as a Servicing
Advance, such amount as is necessary for such purposes unless (as evidenced by
an Officer's Certificate delivered to the Trustee and the Depositor) such
advances would, if made, constitute Nonrecoverable Servicing Advances.

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

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

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

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

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

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance unless non-recoverable) to the effect that such action will not cause
such REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code at any time that it is held by the
Trust Fund, in which case the Special Servicer may take such actions as are
specified in such Opinion of Counsel. Except as limited above in this Section
3.17 and by Section 3.17(c), the Special Servicer shall be permitted to cause
the Trust Fund to earn "net income from foreclosure property," subject to the
Servicing Standard.

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

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

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

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

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

            (v) the Special Servicer shall be obligated with respect thereto to
      the same extent as if it alone were performing all duties and obligations
      in connection with the operation and management of such REO Property.

            The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

            (d) When and as necessary, the Special Servicer shall send to the
Trustee and the Master Servicer a statement prepared by the Special Servicer
setting forth the amount of net income or net loss, as determined for federal
income tax purposes, resulting from the operation and management of a trade or
business on, the furnishing or rendering of a non-customary service to the
tenants of, or the receipt of any other amount not constituting Rents from Real
Property in respect of, any REO Property in accordance with Sections 3.17(a) and
3.17(b).

            Section 3.18 Sale of Defaulted Loans and REO Properties. (a) Each of
the Master Servicer, the Special Servicer or the Trustee may sell or purchase,
or permit the sale or purchase of, a Defaulted Loan or REO Property only on the
terms and subject to the conditions set forth in this Section 3.18 or as
otherwise expressly provided in or contemplated by Section 2.03(b) and Section
9.01 or in any related Intercreditor Agreement or mezzanine loan intercreditor
agreement.

            (b) If any Loan becomes a Defaulted Loan, then the Master Servicer
shall promptly so notify in writing the Trustee, the Special Servicer and the
Directing Certificateholder, and with respect to any related Companion Loan or B
Loan of a Serviced Loan Combination, any related B Loan Holder and/or any
related Companion Loan Holder, as applicable. The Directing Certificateholder
may, at its option, purchase any Defaulted Loan out of the Trust Fund at a cash
price equal to the applicable Purchase Price. The Directing Certificateholder
may, after receipt of the notice described in the first sentence of this Section
3.18(b), assign its option under the preceding sentence to any party (including,
without limitation, in connection with an A Loan, the related B Loan Holder
and/or the related Companion Loan Holder), provided that the Directing
Certificateholder, in connection therewith, shall deliver to the Trustee and the
Special Servicer a copy of the related written assignment executed by the
Directing Certificateholder, provided, further, that with respect to any A Loan,
the option holder's rights under this Section 3.18(b) are subject to Section
3.32 and to the rights of the holder of the related B Loan to purchase the
related A Loan pursuant to the terms of the related Intercreditor Agreement. The
option with respect to an A Loan shall terminate upon the purchase of such A
Loan, subject to Section 3.32, by the holder of the related B Loan or Companion
Loan pursuant to the related Intercreditor Agreement. The Purchase Price for any
Defaulted Loan purchased under this Section 3.18(b) shall be deposited into the
Collection Account or Companion Loan Custodial Account, as applicable, and the
Trustee, upon receipt of an Officer's Certificate from the Master Servicer to
the effect that such deposit has been made, shall release or cause to be
released to the Certificateholder(s) effecting such purchase (or to its or their
designee) the related Mortgage File, and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be provided to it and are reasonably necessary to vest in such
Certificateholder(s) ownership of such Loan. In connection with any such
purchase, the Special Servicer shall deliver the related Servicing File to the
Certificateholder(s) effecting such purchase (or to its or their designee).

            If not exercised sooner, such purchase option with respect to any
Defaulted Loan will automatically terminate upon (i) the related Borrower's (or,
subject to Section 3.32 and the related Intercreditor Agreement, the Companion
Loan Holder's or B Loan Holder's) cure of all defaults on the Defaulted Loan,
(ii) the acquisition on behalf of the Trust of title to the related Mortgaged
Property by foreclosure or deed in lieu of foreclosure or (iii) the
modification, waiver or pay-off (full or discounted) of the Defaulted Loan in
connection with a workout.

            The purchase price for any Defaulted Loan purchased under this
Section 3.18(b) shall, (i) pending determination of the Fair Value thereof
pursuant to the succeeding sentence, be the Purchase Price calculated in
accordance with the definition of Purchase Price, and (ii) following
determination of the Fair Value pursuant to the succeeding sentence, be the Fair
Value. The Special Servicer shall promptly obtain an Appraisal (unless it has an
Appraisal that is less than 12 months old and has no actual knowledge of, or
notice of, any event which in the Special Servicer's judgment would materially
affect the validity of such Appraisal), and shall, within 60 days following the
date on which a Loan becomes a Defaulted Loan, determine the "Fair Value"
thereof in accordance with the Servicing Standard. In determining the Fair Value
of any Defaulted Loan the Special Servicer shall take into account, among other
factors, the period and amount of the delinquency on such Loan, the occupancy
level and physical condition of the related Mortgaged Property, the state of the
local economy in the area where the Mortgaged Property is located, the expected
recovery of such Loan if the Special Servicer were to pursue workout or
foreclosure strategies instead of the purchase option being exercised. In
addition, the Special Servicer shall refer to all relevant information contained
in the Servicing File, including the most recent Appraisal obtained or conducted
with respect to the related Mortgaged Property and available objective
third-party information obtained from generally available sources, as well as
information obtained from vendors providing real estate services to the Special
Servicer, concerning the market for distressed real estate loans and the real
estate market for the subject property type in the area where the related
Mortgaged Property is located based on the Appraisal. The Special Servicer must
give prompt written notice of its Fair Value determination to the Trustee, the
Master Servicer, the Directing Certificateholder and with respect to any
Serviced Loan Combination, the Companion Loan Holder or B Loan Holder, as
applicable.

            The Special Servicer shall be required to change from time to time
thereafter, its determination of the Fair Value of a Defaulted Loan based upon
changed circumstances, new information or otherwise, in accordance with the
Servicing Standard. If the most recent Fair Value calculation was made more than
90 days prior to the exercise date of a purchase option (under this Section
3.18(b) or Section 3.18(c), then the Special Servicer shall confirm or revise
the Fair Value determination, which Fair Value may be higher or lower. In the
event that the Special Servicer or a Directing Certificateholder or assignee
thereof that is an affiliate of the Special Servicer proposes to purchase a
Defaulted Loan, the Master Servicer shall determine whether the Special
Servicer's determination of Fair Value for a Defaulted Loan constitutes a fair
price in its reasonable judgment. The Master Servicer shall be entitled to a fee
of $1,000 in connection with each such Fair Value determination. All reasonable
costs and expenses of the Special Servicer and Master Servicer in connection
with the determination of the Fair Value of a Defaulted Loan will be
reimbursable as Servicing Advances.

            Unless and until the purchase option granted hereunder with respect
to a Defaulted Mortgage Loan is exercised, the Special Servicer will be required
to pursue such other resolution strategies available hereunder, including
workout and foreclosure, consistent with the Servicing Standard, but the Special
Servicer will not be permitted to sell the Defaulted Loan other than pursuant to
the exercise of such purchase option.

            (c) If the Directing Certificateholder or an assignee thereof has
not purchased any Defaulted Loan provided in Section 3.18(b) within 20 days of
such Holders' having received notice of the calculation of Fair Value pursuant
to Section 3.18(b), then the Trustee shall within five days of the end of such
20-day period send notice to the Special Servicer that such Loan was not
purchased by such Directing Certificateholder, and the Special Servicer may, at
its option, within 20 days after receipt of such notice, purchase (or designate
an Affiliate thereof to purchase) such Loan out of the Trust Fund at a cash
price equal to the Purchase Price. The Purchase Price for any such Loan
purchased under Section 3.18 shall be deposited into the Collection Account or
Companion Loan Custodial Account, as applicable, and the Trustee, upon receipt
of an Officer's Certificate from the Master Servicer to the effect that such
deposit has been made, shall release or cause to be released to the Special
Servicer (or the designated Affiliate thereof), as applicable, the related
Mortgage File, and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be provided to it and are
reasonably necessary to vest in the Special Servicer (or the designated
Affiliate thereof), as applicable, the ownership of such Loan. Upon the
expiration of the right of the Special Servicer to purchase such Defaulted Loan,
the Directing Certificateholder shall have such option, exclusively. Nothing in
this Section 3.18(c) shall be deemed to limit the ability of any Companion Loan
Holder or B Loan Holder to purchase the related A Loan in accordance with
Section 3.32 or the related Intercreditor Agreement.

            (d) The Special Servicer shall use reasonable efforts to solicit
bids for each REO Property in such manner as will be reasonably likely to
realize a fair price within the time period provided for by Section 3.16(a).
Such solicitation shall be made in a commercially reasonable manner. The Special
Servicer shall accept the highest cash bid received from any Person for such REO
Property in an amount at least equal to the Purchase Price therefor; provided,
however, that in the absence of any such bid, the Special Servicer shall accept
the highest cash bid received from any Person that is determined by the Special
Servicer to be a fair price for such REO Property. If the Special Servicer
reasonably believes that it will be unable to realize a fair price for any REO
Property within the time constraints imposed by Section 3.16(a), then the
Special Servicer shall dispose of such REO Property upon such terms and
conditions as the Special Servicer shall deem necessary and desirable to
maximize the recovery thereon under the circumstances and, in connection
therewith, shall accept the highest outstanding cash bid, regardless of from
whom received. If the Special Servicer determines with respect to any REO
Property that the offers being made with respect thereto are not in the best
interests of the Certificateholders (or the related Companion Loan Holder and/or
the related B Loan Holder, as applicable, if such REO Property is related to any
CBA A/B Loan Pair, the Jefferson at Montfort Total Loan, the Mall at Fairfield
Commons Total Loan or the Stanford Shopping Center Total Loan), in each case,
taken as a collective whole, and that the end of the period referred to in
Section 3.16(a) with respect to such REO Property is approaching, the Special
Servicer shall seek an extension of such period in the manner described in
Section 3.16(a); provided, however, that the Special Servicer shall use its best
efforts, consistent with the Servicing Standard, to sell any REO Property prior
to three years prior to the Rated Final Distribution Date.

            The Special Servicer shall give the Trustee, the Master Servicer
and, with respect to any Serviced Loan Combination, any Companion Loan Holder or
B Loan Holder, not less than three Business Days' prior written notice of its
intention to sell any REO Property. No Interested Person shall be obligated to
submit a bid to purchase any REO Property, and notwithstanding anything to the
contrary herein, neither the Trustee, in its individual capacity, nor any of its
Affiliates may bid for or purchase any REO Property pursuant hereto.

            (e) Whether any cash bid constitutes a fair price for any REO
Property for purposes of Section 3.18(d), shall be determined by the Special
Servicer, if the highest bidder is a Person other than the Special Servicer or
an Affiliate thereof, and by the Master Servicer, if the highest bidder is the
Special Servicer or an Affiliate thereof. In determining whether any bid
received from the Special Servicer or an Affiliate thereof represents a fair
price for any REO Property, the Special Servicer and the Master Servicer shall
obtain and may conclusively rely on the opinion of an Appraiser retained at the
expense of the Trust Fund by (i) the Master Servicer, if the highest bidder is
the Special Servicer or an Affiliate thereof or (ii) the Special Servicer, in
any other case. In determining whether any bid constitutes a fair price for any
REO Property, such Appraiser shall be instructed to take into account, as
applicable, among other factors, the period and amount of any delinquency on the
affected REO Loan, the occupancy level and physical condition of the REO
Property, the state of the local economy and the obligation to dispose of any
REO Property within the time period specified in Section 3.16(a). The Purchase
Price for any REO Property shall in all cases be deemed a fair price.

            Subject to subsections (a) through (d) above, the Special Servicer
shall act on behalf of the Trustee and, in the case of any Loan Combination, the
Companion Loan Holders and B Loan Holders, as applicable, in negotiating and
taking any other action necessary or appropriate in connection with the sale of
any REO Property, and the collection of all amounts payable in connection
therewith. Any sale of any REO Property shall be final and without recourse to
the Trustee or the Trust Fund, except, in the case of the Trust Fund, as shall
be customary in deeds of real property, and if such sale is consummated in
accordance with the terms of this Agreement, neither the Special Servicer nor
the Master Servicer shall have any liability to any Certificateholder and, with
respect to any Serviced Loan Combination, any Companion Loan Holder or B Loan
Holder, with respect to the purchase price therefor accepted by the Special
Servicer or the Master Servicer.

            Section 3.19 Additional Obligations of the Master Servicer and
Special Servicer; Inspections; Appraisals. (a) The Master Servicer (or, with
respect to each Specially Serviced Loan and REO Property and each Loan described
in Section 3.19(d) below, the Special Servicer at the expense of the Trust Fund)
shall physically inspect or cause to be physically inspected (which inspection
may be conducted by an independent third party contractor), at its own expense,
each Mortgaged Property (other than the Mayfair Mall Property) with respect to
each Loan it services at such times and in such manner as are consistent with
the Servicing Standard, but in any event shall inspect each Mortgaged Property
(other than the Mayfair Mall Property) (A) with a Stated Principal Balance equal
to or greater than $2,500,000 at least once every 12 months and (B) with a
Stated Principal Balance of less than $2,500,000 at least once every 24 months,
in each case commencing in January 2004 (or at such lesser frequency as each
Rating Agency shall have confirmed in writing to the Master Servicer, will not
result a downgrade, qualification or withdrawal of then-current ratings assigned
to any Class of the Certificates) and (C) if the Loan becomes a Specially
Serviced Loan, as soon as practicable and thereafter at least once every 12
months for so long as such condition exists. The Master Servicer or Special
Servicer, as applicable, shall send each inspection report (i) to Fitch, within
20 days of completion, (ii) to S&P within 20 days of completion, each inspection
report for Significant Loans, (iii) to the Directing Certificateholder and any
Requesting Subordinate Certificateholder (at the expense of such requesting
Holder), (iv) to the Trustee upon request and (v) solely as it relates to any
related B Loan or Companion Loan of a Serviced Loan Combination, to the related
B Loan Holder and/or related Companion Loan Holder.

            (b) [Reserved].

            (c) With respect to each Loan that allows the Special Servicer (on
behalf of the Trust Fund) to terminate, or cause the related Borrower to
terminate, the related Manager upon the occurrence of certain events specified
in such Loan, the Special Servicer may enforce the Trustee's rights with respect
to the Manager under the related Loan and Management Agreement, provided that,
if such right accrues under the related Loan or Management Agreement only
because of the occurrence of the related Anticipated Repayment Date, if any, the
Special Servicer may in its sole discretion, in accordance with the Servicing
Standard, waive such right with respect to such date. If the Special Servicer is
entitled to terminate the Manager, the Special Servicer shall promptly give
notice to the Directing Certificateholder, each Rating Agency and, with respect
to any Loan Combination, the related Companion Loan Holder or B Loan Holder, as
applicable. In accordance with the Servicing Standard, and with the consent of
the Directing Certificateholder (such consent subject to the last paragraph of
Section 3.21(e)), the Special Servicer shall cause the Borrower to terminate the
Manager, and to recommend a Successor Manager (meeting the requirements set
forth below) only if the Special Servicer determines in its reasonable
discretion that such termination is not likely to result in successful
litigation against the Trust Fund by such Manager or the related Borrower, or
create a defense to the enforcement of remedies under such Loan.

            The Special Servicer shall effect such termination only if the
Special Servicer has, in the case of any Specially Serviced Loan that is a
Significant Loan, received a written confirmation from each of the Rating
Agencies, that the appointment of such Successor Manager would not cause such
Rating Agency to withdraw, downgrade or qualify any of the then-current ratings
on the Certificates. If a Manager is otherwise terminated or resigns under the
related Loan or Management Agreement and the related Borrower does not appoint a
Successor Manager, the Special Servicer shall use its best efforts to retain a
Successor Manager (or the recommended Successor Manager, if any) on terms
substantially similar to the Management Agreement or, failing that, on terms as
favorable to the Trust Fund as can reasonably be obtained by the Special
Servicer. For the purposes of this paragraph, a "Successor Manager" shall be a
professional management corporation or business entity reasonably acceptable to
the Special Servicer which (i) manages, and is experienced in managing, other
comparable commercial and/or multifamily properties, (ii) will not result in a
downgrade, qualification or withdrawal of then-current ratings assigned to the
Certificates by each Rating Agency, as confirmed by such Rating Agency in
writing (if required pursuant to the first sentence of this paragraph), and
(iii) otherwise satisfies any criteria set forth in the Mortgage and related
documents.

            (d) The Special Servicer shall be required to obtain any Appraisal
(the cost of which shall be paid by the Master Servicer as a Servicing Advance
or, in the event such Servicing Advance would be a Nonrecoverable Advance, an
expense of the Trust Fund) required in connection with an Appraisal Reduction
Event or perform an internal valuation within 60 days after the occurrence of
such Appraisal Reduction Event (provided that in no event shall the period to
receive such Appraisal exceed 120 days from the occurrence of the event that,
with the passage of time, would become such Appraisal Reduction Event). Upon
receipt, the Special Servicer shall send a copy of such Appraisal or internal
valuation to the Certificate Owners of the Controlling Class, any Requesting
Subordinate Certificateholder (at the expense of such requesting Holder) and,
with respect to any Loan Combination, the related Companion Loan Holder or B
Loan Holder, as applicable; provided, however, that as to each such Appraisal or
internal valuation, if beneficial ownership of the Controlling Class resides in
more than one Certificate Owner, the Special Servicer shall be responsible only
for the expense of providing the first such copy thereof and shall be entitled
to reimbursement from the Trust Fund for the expense of any additional copies so
provided. If neither a required Appraisal is received, nor an internal valuation
completed, by such date, the Appraisal Reduction Amount for such Loan shall be
conclusively established to be 25% of the Stated Principal Balance of such Loan
as of the date of the related Appraisal Reduction Event; provided that the
obligation of the Special Servicer to obtain such Appraisal or complete such
internal valuation shall continue until such Appraisal is obtained or such
internal valuation is completed. On the first Determination Date occurring on or
after the delivery of such Appraisal or the completion of such internal
valuation, and on each Determination Date thereafter, the Special Servicer shall
calculate and report to the Master Servicer, and the Master Servicer shall
report to the Trustee and, with respect to any Loan Combination, the related
Companion Loan Holder or B Loan Holder, as applicable, the Appraisal Reduction
Amount taking into account such Appraisal or internal valuation. The Master
Servicer shall verify the accuracy of the mathematical computation of the
Appraisal Reduction Amount by the Special Servicer and that the amounts used
therein are consistent with the Master Servicer's records. Subject to this
preceding sentence, the Master Servicer may conclusively rely on any report by
the Special Servicer of an Appraisal Reduction Amount.

            (e) With respect to each Loan or Serviced Companion Loan as to which
an Appraisal Reduction Event has occurred (unless such Loan has become a
Corrected Loan and has remained current for twelve consecutive Monthly Payments
for such purposes, taking into account any amendment or modification of such
Loan) and with respect to which no other Appraisal Reduction Event has occurred
and is continuing, the Special Servicer shall, within 30 days of each annual
anniversary of such Appraisal Reduction Event, order an Appraisal (which may be
an update of a prior Appraisal), or with respect to any Loan with an outstanding
principal balance less than $2,000,000, perform an internal valuation or obtain
an Appraisal (which may be an update of a prior Appraisal), the cost of which
shall be paid by the Master Servicer as a Servicing Advance. Upon receipt, the
Special Servicer shall send a copy of such Appraisal to the Certificate Owners
of the Controlling Class, any Requesting Subordinate Certificateholder (at the
expense of such requesting Holder) and, with respect to any Loan Combination,
the related Companion Loan Holder or B Loan Holder, as applicable; provided,
however, that as to each such Appraisal, if beneficial ownership of the
Controlling Class resides in more than one Certificate Owner, the Special
Servicer shall be responsible only for the expense of providing the first such
copy thereof and shall be entitled to reimbursement from the Trust Fund for the
expense of any additional copies so provided. Such Appraisal or internal
valuation or percentage calculation of the Appraisal Reduction described in the
preceding paragraph, as the case may be, shall be used to determine the amount
of the Appraisal Reduction Amount with respect to such Loan for each
Determination Date until the next Appraisal is required pursuant to this Section
3.19(e), and such redetermined Appraisal Reduction Amount shall replace the
prior Appraisal Reduction Amount with respect to such Loan. Notwithstanding the
foregoing, the Special Servicer will not be required to obtain an Appraisal or
perform an internal valuation, as the case may be, with respect to a Loan which
is the subject of an Appraisal Reduction Event if the Special Servicer has
obtained an Appraisal with respect to the related Mortgaged Property within the
12-month period immediately prior to the occurrence of such Appraisal Reduction
Event, unless the Special Servicer, in the exercise of its reasonable judgment,
has reason to believe there has been a material adverse change in the value of
the related Mortgaged Property. Instead, the Special Servicer may use such prior
Appraisal in calculating any Appraisal Reduction Amount with respect to such
Loan.

            With respect to each Loan or Serviced Companion Loan as to which an
Appraisal Reduction Event has occurred and which has become a Corrected Loan and
has remained current for twelve consecutive Monthly Payments, taking into
account any amendment or modification of such Loan, and with respect to which no
other Appraisal Reduction Event has occurred and is continuing, the Special
Servicer may within 30 days after the date of such twelfth Monthly Payment,
order an Appraisal (which may be an update of a prior Appraisal), or with
respect to any Loan with an outstanding principal balance less than $2,000,000,
perform an internal valuation or obtain an Appraisal (which may be an update of
a prior Appraisal), the cost of which shall be paid by the Master Servicer as a
Servicing Advance. Based upon such Appraisal or internal valuation, the Special
Servicer shall redetermine and report to the Trustee, the Master Servicer and,
with respect to any Loan Combination, the related Companion Loan Holder or B
Loan Holder, as applicable, the amount of the Appraisal Reduction with respect
to such Loan and such redetermined Appraisal Reduction shall replace the prior
Appraisal Reduction with respect to such Loan.

            (f) Upon the determination that a previously made Advance is a
Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections deposited
in the Collection Account, the Master Servicer or the Trustee, at its own
option, as applicable, instead of obtaining reimbursement for the remaining
amount of such Nonrecoverable Advance pursuant to Section 3.05(a)(vi)
immediately, may elect to obtain such reimbursement over a period of time (not
to exceed 6 months without the consent of the Directing Certificateholder or 12
months in any event) for such portion of the Nonrecoverable Advance. If the
Master Servicer (or the Trustee) makes such an election at its sole option to
defer reimbursement with respect to all or a portion of a Nonrecoverable Advance
(together with interest thereon), then such Nonrecoverable Advance (together
with interest thereon) or portion thereof shall continue to be fully
reimbursable (together with interest accrued thereon) in the subsequent
collection period (subject, again, to the same sole option to defer; it is
acknowledged that, in such a subsequent period, such Nonrecoverable Advance
shall again be payable first from principal collections as described above prior
to payment from other collections). In connection with a potential election by
the Master Servicer (or the Trustee) to refrain from the reimbursement of a
particular Nonrecoverable Advance or portion thereof during the Due Period for
any Distribution Date, the Master Servicer (or the Trustee) shall further be
authorized to wait for principal collections to be received before making its
determination of whether to refrain from the reimbursement of a particular
Nonrecoverable Advance or portion thereof) until the end of such collection
period. The foregoing shall not, however, be construed to limit any liability
that may otherwise be imposed on such Person for any failure by such Person to
comply with the conditions to making such an election under this subsection or
to comply with the terms of this subsection and the other provisions of this
Agreement that apply once such an election, if any, has been made. Any election
by the Master Servicer (or the Trustee) to refrain from reimbursing itself for
any Nonrecoverable Advance (together with interest thereon) or portion thereof
with respect to any collection period shall not be construed to impose on the
Master Servicer (or the Trustee) any obligation to make such an election (or any
entitlement in favor of any Certificateholder or any other Person to such an
election) with respect to any subsequent collection period) or to constitute a
waiver or limitation on the right of the Master Servicer (or the Trustee) to
otherwise be reimbursed for such Nonrecoverable Advance (together with interest
thereon). Any such election by the Master Servicer or the Trustee shall not be
construed to impose any duty on the other such party to make such an election
(or any entitlement in favor of any Certificateholder or any other Person to
such an election). Any such election by any such party to refrain from
reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or
portion thereof with respect to any one or more collection periods shall not
limit the accrual of interest on such Nonrecoverable Advance for the period
prior to the actual reimbursement of such Nonrecoverable Advance. None of the
Master Servicer, the Trustee or the other parties to this Agreement shall have
any liability to one another or to any of the Certificateholders or any of the
Companion Loan Holders or B Loan Holders for any such election that such party
makes or does not make as contemplated by this subsection or for any losses,
damages or other adverse economic or other effects that may arise from making or
not making such an election.

            Section 3.20 Modifications, Waivers, Amendments and Consents. (a)
Subject to the provisions of this Section 3.20, the Master Servicer and the
Special Servicer may, on behalf of the Trustee, agree to any modification,
waiver or amendment of any term of any Loan without the consent of the Trustee
or any Certificateholder.

            (i) For any Loan or Serviced Loan Combination, other than a
      Specially Serviced Loan, and subject to the rights of the Special Servicer
      and Directing Certificateholder set forth below, the Master Servicer shall
      be responsible, subject to the other requirements of this Agreement (and,
      if applicable, the related Intercreditor Agreement) with respect thereto,
      for any request by a Borrower for the consent of the mortgagee or a
      modification, waiver or amendment of any term thereof; provided, that such
      consent or modification, waiver or amendment would not (except as set
      forth in Section 3.02) affect the amount or timing of any of the payment
      terms of such Loan, result in the release of the related Borrower from any
      material term thereunder, waive any rights thereunder with respect to any
      guarantor thereof or relate to the release or substitution of any material
      collateral for such Loan; provided, further, that this Section 3.20(a)(i)
      shall not apply to any waiver contemplated by Sections 3.07 or 3.08. To
      the extent consistent with the foregoing, the Master Servicer shall be
      responsible for the following (the following items not to be considered
      exclusive):

                  (A) approving routine leasing activity with respect to leases
            for less than the lesser of (a) 30,000 square feet and (b) 20% of
            the related Mortgaged Property;

                  (B) approving annual budgets for the related Mortgaged
            Property, provided that no such budget (1) relates to a fiscal year
            in which an Anticipated Repayment Date occurs, (2) provides for the
            payment of operating expenses in an amount equal to more than 110%
            of the amounts budgeted therefor for the prior year or (3) provides
            for the payment of any material expenses to any affiliate of the
            Borrower (other than the payment of a management fee to any property
            manager if such management fee is no more than the management fee in
            effect on the Cut-off Date);

                  (C) waiving any provision of a Loan not requiring the receipt
            of a rating confirmation if such Loan is not a Significant Loan and
            the related provision of such Loan does not relate to a
            "due-on-sale" or "due-on-encumbrance" clause or defeasance (which
            shall be subject to the terms of Section 3.08 hereof);

                  (D) subject to other restrictions herein regarding Principal
            Prepayments, waiving any provision of a Loan requiring a specified
            number of days notice prior to a Principal Prepayment;

                  (E) releases of non-material parcels of a Mortgaged Property
            (provided that any such releases (1) are related to a pending or
            threatened condemnation action or (2) are releases as to which the
            related Loan Documents expressly require the mortgagee thereunder to
            make such releases upon the satisfaction of certain conditions which
            shall be made as required by the Loan Documents); and

                  (F) grants of easements or rights of way that do not
            materially affect the use or value of a Mortgaged Property or the
            related Borrower's ability to make any payment with respect to the
            related Loan;

      provided, however, that if in the reasonable judgment of the Master
      Servicer any request by a Borrower for consent of the Mortgagee or any
      modification, waiver or amendment is not included within the scope of this
      clause (i), the Special Servicer shall be responsible for such request in
      accordance with clause (ii) below.

            (ii) The Special Servicer shall be responsible for, and shall obtain
      the consent of the Directing Certificateholder (such consent subject to
      the last paragraph of Section 3.21(e)) with respect to, any request by a
      Borrower for the consent of the mortgagee and any modification, waiver or
      amendment of any term of any Loan for which the Master Servicer is not
      responsible, as provided above, or if such consent, request, modification,
      waiver or amendment relates to a Loan that is on the most recent CMSA
      Servicer Watch List, has a Debt Service Coverage Ratio (based on the most
      recently received financial statements and calculated on a trailing twelve
      month basis) less than the greater of 1.1x or 20% less than the Debt
      Service Coverage Ratio as of the Cut-off Date or with respect to which an
      event of default has occurred in the preceding 12 months. The Master
      Servicer shall receive any such request from Borrower, and shall forward
      its analysis and recommendation to the Special Servicer. The Special
      Servicer shall approve any such recommendation (which approval shall be
      deemed granted if not denied within 15 Business Days of its receipt of the
      Master Servicer's recommendation and any additional documents and
      information that the Special Servicer may reasonably request) and promptly
      (in any event, within not more than 10 Business Days of its receipt of the
      Master Servicer's recommendation and any additional documents and
      information that the Special Servicer may reasonably request) forward such
      analysis and recommendation to the Directing Certificateholder, who
      (subject to the last paragraph of Section 3.21(e)) shall approve or reject
      such recommendation. The Directing Certificateholder shall be deemed to
      have approved such recommendation if not denied within 5 Business Days of
      its receipt of the Special Servicer's recommendation and any additional
      documents and information that the Directing Certificateholder may
      reasonably request. The Master Servicer shall then process such
      documentation.

            (b) All modifications, waivers or amendments of any Loan shall be
(i) in writing and (ii) effected in accordance with the Servicing Standard.

            (c) Neither the Master Servicer nor the Special Servicer, on behalf
of the Trustee, shall agree or consent to (or consent to a Primary Servicer
performing), any modification, waiver or amendment of any term of any Loan or
Serviced Companion Loan that is not a Specially Serviced Loan if such
modification, waiver or amendment would:

            (i) affect the amount or timing of any related payment of principal,
      interest or other amount (including Yield Maintenance Charges, but
      excluding Penalty Interest and other amounts payable as additional
      servicing compensation) payable thereunder;

            (ii) affect the obligation of the related Borrower to pay a Yield
      Maintenance Charge or permit a Principal Prepayment during any period in
      which the related Note prohibits Principal Prepayments;

            (iii) except as expressly contemplated by the related Mortgage or
      pursuant to Section 3.09(e), result in a release of the lien of the
      Mortgage on any material portion of the related Mortgaged Property without
      a corresponding Principal Prepayment in an amount not less than the fair
      market value (as determined by an appraisal by an Appraiser delivered at
      the expense of the related Borrower and upon which the Master Servicer and
      the Special Servicer, as applicable, may conclusively rely) of the
      property to be released; or

            (iv) in the judgment of the Master Servicer or Special Servicer, as
      applicable, otherwise materially impair the security for such Loan or
      reduce the likelihood of timely payment of amounts due thereon;

provided, that unless the Loan is in default or default is reasonably
foreseeable, the Special Servicer (or, if applicable, the Master Servicer) has
determined (and may rely upon an Opinion of Counsel in making such
determination) that the modification, waiver or amendment will not be a
"significant modification" of the Loan within the meaning of Treasury
Regulations Section 1.860G-2(b) and provided, further, the Master Servicer or
the Special Servicer, as applicable, may agree to any such modification, waiver
or amendment only if, in the Master Servicer's or Special Servicer's, as
applicable, reasonable judgment, such modification, waiver or amendment is
reasonably likely to produce a greater recovery (or equal recovery) to
Certificateholders (and in the case of any Serviced Companion Loan or B Loan,
the related Companion Loan Holder or related B Loan Holder, as applicable, taken
as a collective whole) on a net present value basis.

            (d) None of the Master Servicer, the Special Servicer or the Trustee
shall agree to any amendment or supplement to or modification or termination of
either the Mayfair Mall Intercreditor Agreement or any Mayfair Mall Servicing
Agreement unless (i) the Master Servicer has provided its written analysis and
recommendation regarding the pending amendment, supplement to or modification of
the Mayfair Mall Intercreditor Agreement or Mayfair Mall Servicing Agreement to
the Special Servicer and the Special Servicer has prepared its recommendation
and provides any information that the Directing Certificateholder reasonably
requests and thereafter obtains (A) subject to the last paragraph of Section
3.21(e), the consent of the Directing Certificateholder within 10 Business Days
of having received the Special Servicer's recommendation (which consent shall be
deemed given if the subject servicing action is not disapproved by the Directing
Certificateholder within 10 Business Days of having received the Special
Servicer's recommendation) and (B) written confirmation from each Rating Agency
that such amendment, supplement or modification will not result in an adverse
rating event with respect to any Class of rated Certificates and (ii) it shall
have received an Opinion of Counsel to the effect that such amendment,
supplement or modification will not result in an Adverse REMIC Event.

            (e) Notwithstanding Sections 3.20(a)(i), 3.20(c)(i) and 3.20(c)(ii),
but subject to Section 3.20(f), the Special Servicer may (i) reduce the amounts
owing under any Specially Serviced Loan by forgiving principal, accrued interest
and/or any Yield Maintenance Charge, (ii) reduce the amount of the Monthly
Payment on any Specially Serviced Loan, including by way of a reduction in the
related Mortgage Rate, (iii) forbear in the enforcement of any right granted
under any Note or Mortgage relating to a Specially Serviced Loan, (iv) waive
Excess Interest if such waiver conforms to the Servicing Standard and/or (v)
accept a Principal Prepayment during any Lockout Period; provided that the
related Borrower is in default with respect to the Specially Serviced Loan or,
in the judgment of the Special Servicer, such default is reasonably foreseeable.

            (f) Neither the Master Servicer nor the Special Servicer shall
consent to, make or permit (i) any modification with respect to any Loan or
Serviced Companion Loan that would change the Mortgage Rate, reduce or increase
the principal balance (except for reductions resulting from actual payments of
principal) or change the final Maturity Date of such Loan or Serviced Companion
Loan unless both (A) the related Borrower is in default with respect to the Loan
or Serviced Companion Loan or, in the judgment of the Special Servicer, such
default is reasonably foreseeable and (B) in the sole good faith judgment of the
Special Servicer and in accordance with the Servicing Standard, such
modification would increase the recovery on the Loan or Serviced Companion Loan
to Certificateholders (and in the case of any Serviced Companion Loan or B Loan,
the related Companion Loan Holder or related B Loan Holder, as applicable, taken
as a collective whole) on a present value basis (the relevant discounting of
amounts that will be distributable to Certificateholders, the related Companion
Loan Holder or the related B Loan Holder to be performed at the related Mortgage
Rate) or (ii) any modification, waiver or amendment of any term of any Loan or
Serviced Companion Loan that would either (A) unless there shall exist a default
with respect to such Loan or Serviced Companion Loan (or unless the Special
Servicer determines that a default is reasonably foreseeable), constitute a
"significant modification" under Treasury Regulations Section 1.860G-2(b) or (B)
cause any Trust REMIC or REMIC under any securitization containing the Companion
Loan to fail to qualify as a REMIC under the Code or result in the imposition of
any tax on "prohibited transactions" or "contributions" after the Startup Day
under the REMIC Provisions.

            The determination of the Special Servicer contemplated by clause
(i)(B) of the first paragraph of this Section 3.20(f) shall be evidenced by an
Officer's Certificate to such effect delivered to the Trustee and the Master
Servicer and describing in reasonable detail the basis for the Special
Servicer's determination and the considerations of the Special Servicer forming
the basis of such determination (which shall include but shall not be limited to
information, to the extent available, such as related income and expense
statements, rent rolls, occupancy status and property inspections, and shall
include an Appraisal of the related Loan or Serviced Companion Loan or Mortgaged
Property, the cost of which Appraisal shall be advanced by the Master Servicer
as a Servicing Advance).

            (g) In no event shall the Special Servicer (i) extend the Maturity
Date of a Loan or Serviced Companion Loan beyond a date that is three years
prior to the Rated Final Distribution Date; (ii) extend the Maturity Date of any
Loan or Serviced Companion Loan at an interest rate less than the lower of (a)
the interest rate in effect prior to such extension or (b) then prevailing
interest rate for comparable loans, as determined by the Special Servicer by
reference to available indices for commercial mortgage lending; (iii) if the
Loan is secured by a ground lease, extend the Maturity Date of such Loan beyond
a date which is 10 years prior to the expiration of the term of such ground
lease; or (iv) defer interest due on any Loan or Serviced Companion Loan in
excess of 5% of the Stated Principal Balance of such Loan or Serviced Companion
Loan; provided that with respect to clause (iii) above, the Special Servicer
gives due consideration to the term of such ground lease prior to any extension
beyond a date 20 years prior to the expiration of the term of such ground lease.

            (h) Neither the Master Servicer nor the Special Servicer may permit
or modify a Loan or Serviced Companion Loan to permit a voluntary Principal
Prepayment of a Loan or Serviced Companion Loan (other than a Specially Serviced
Loan) on any day other than its Due Date, unless (i) the Master Servicer or
Special Servicer also collects interest thereon through the Due Date following
the date of such Principal Prepayment, (ii) otherwise permitted under the
related Loan Documents, (iii) such Principal Prepayment would not result in a
Prepayment Interest Shortfall, (iv) such Principal Prepayment is accepted by the
Master Servicer or the Special Servicer at the request of or with the consent of
the Directing Certificateholder, or if accepted by the Master Servicer, with the
consent of the Special Servicer or (v) it is consistent with the Servicing
Standard to do so.

            (i) The Master Servicer and the Special Servicer may, as a condition
to granting any request by a Borrower for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Loan or Serviced Companion Loan and is permitted by the terms of this
Agreement, require that such Borrower pay to it (i) as additional servicing
compensation, a reasonable or customary fee for the additional services
performed in connection with such request (provided, such fee does not
constitute a "significant modification" of such Loan or Companion Loan under
Treasury Regulations Section 1.860G-2(b)), and (ii) any related costs and
expenses incurred by it. In no event shall the Special Servicer be entitled to
payment for such fees or expenses unless such payment is collected from the
related Borrower.

            (j) The Special Servicer shall notify the Master Servicer, any
related Sub-Servicers, the Trustee and, with respect to any Loan Combination,
the related Companion Loan Holder or B Loan Holder, as applicable, in writing,
of any modification, waiver or amendment of any term of any Loan or Serviced
Companion Loan (including fees charged the Borrower) and the date thereof, and
shall deliver to the Trustee (with a copy to the Master Servicer) for deposit in
the related Mortgage File and, with respect to any Companion Loan or B Loan, to
the related Companion Loan Holder or B Loan Holder, as applicable, an original
counterpart of the agreement relating to such modification, waiver or amendment,
promptly (and in any event within ten Business Days) following the execution
thereof. The Master Servicer or Special Servicer, as applicable, shall notify
the Rating Agencies of any modification, waiver or amendment of any term of any
Significant Loan or Companion Loan. Copies of each agreement whereby any such
modification, waiver or amendment of any term of any such Loan or Companion Loan
is effected shall be made available for review upon prior request during normal
business hours at the offices of the Master Servicer or Special Servicer, as
applicable, pursuant to Section 3.15 hereof.

            (k) With respect to each Borrower that has been established as a
"bankruptcy-remote entity," the Master Servicer shall not consent to (x) the
amendment by such Borrower of its organizational documents or (y) any action
that would violate any covenant of such Borrower relating to its status as a
separate or bankruptcy-remote entity. The Master Servicer shall promptly forward
to the Special Servicer any request received by the Master Servicer from a
Borrower for any such consent. If a Borrower has been established as a
"bankruptcy-remote entity," the Special Servicer shall not consent to (x) the
amendment by such Borrower of its organizational documents or (y) any action
that would violate any covenant of such Borrower relating to its status as a
separate or bankruptcy-remote entity, unless with respect to a Borrower under
any Loan or Serviced Companion Loan, the Special Servicer has obtained written
confirmation from each of the Rating Agencies that such amendment or action
would not result in a downgrade or withdrawal of any rating on a Class of
Certificates rated by such Rating Agency.

            (l) Any modification, waiver or amendment of any term of the Loan
Documents with respect to a Serviced Loan Combination shall not alter, and shall
be structured so as to preserve, the priority and preference among the
applicable A Loans, Companion Loans and B Loans, as the case may be, set forth
in the related Intercreditor Agreement.

            Section 3.21 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that
a Servicing Transfer Event has occurred with respect to any Loan or Serviced
Companion Loan, the Master Servicer shall immediately give notice thereof to the
Special Servicer, the Trustee, each Rating Agency, the Directing
Certificateholder and any Requesting Subordinate Certificateholder (at the
expense of such requesting Holder) (and, solely as it relates to any related B
Loan or Companion Loan of a Serviced Loan Combination, any related B Loan Holder
and/or any related Companion Loan Holder, as applicable), shall deliver copies
of the related Mortgage File and Credit File to the Special Servicer and the
Directing Certificateholder and shall use its reasonable efforts to provide the
Special Servicer with all information, documents and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating
to such Loan or Companion Loan that are in the possession of the Master Servicer
or available to the Master Servicer without undue burden or expense, and
reasonably requested by the Special Servicer to enable it to assume its
functions hereunder with respect thereto. The Master Servicer shall use its
reasonable efforts to comply with the preceding sentence within five Business
Days of the occurrence of each related Servicing Transfer Event and in any event
shall continue to act as Master Servicer and administrator of such Loan or
Serviced Companion Loan until the Special Servicer has commenced the servicing
of such Loan or Serviced Companion Loan. The Trustee shall deliver to the
Underwriters, the Initial Purchasers and each Holder of a Certificate of the
Controlling Class, a copy of the notice of such Servicing Transfer Event
provided by the Master Servicer to the Special Servicer pursuant to this
Section.

            Upon determining that a Specially Serviced Loan (other than an REO
Loan) has become a Corrected Loan (provided no additional Servicing Transfer
Event is foreseeable in the reasonable judgment of the Special Servicer) and
that no other Servicing Transfer Event is continuing with respect thereto, the
Special Servicer shall immediately give notice thereof and shall return the
related Mortgage File and Credit File to the Master Servicer and, upon giving
such notice and returning such Mortgage File and Credit File to the Master
Servicer, the Special Servicer's obligation to service such Corrected Loan shall
terminate and the obligations of the Master Servicer to service and administer
such Loan shall re-commence. With respect to any CBA A/B Loan Pair, the
Jefferson at Montfort Total Loan, the Mall at Fairfield Commons Total Loan and
the Stanford Shopping Center Total Loan, in determining whether such loan has
become a Corrected Loan, any related B Loan and any related Companion Loan must
also be determined to be Corrected Loans for the Special Servicer's obligation
to terminate for such loans.

            (b) In servicing any Specially Serviced Loan, the Special Servicer
will provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (with a
copy of each such original to the Master Servicer and, with respect to any Loan
Combination, to the related Companion Loan Holder or B Loan Holder, as
applicable), and provide the Master Servicer and, with respect to any Loan
Combination, to the related Companion Loan Holder or B Loan Holder, as
applicable, with copies of any additional related Loan information including
correspondence with the related Borrower.

            (c) No later than the fourth Business Day prior to each
Determination Date, by 4:00 p.m. New York City time, the Special Servicer shall
deliver to the Master Servicer a statement, both written and in computer
readable format reasonably acceptable to the Master Servicer and the Special
Servicer (upon which the Master Servicer may conclusively rely) describing, on a
loan-by-loan and property-by-property basis, (1) the information described in
clause (vii) of Section 4.02(a) with respect to each Specially Serviced Loan and
the information described in clause (viii) of Section 4.02(a) with respect to
each REO Property, (2) the amount of all payments, Insurance and Condemnation
Proceeds and Liquidation Proceeds received with respect to each Specially
Serviced Loan during the related Due Period, and the amount of all REO Revenues,
Insurance and Condemnation Proceeds and Liquidation Proceeds received with
respect to each REO Property during the related Due Period, (3) the amount,
purpose and date of all Servicing Advances made by the Master Servicer with
respect to each Specially Serviced Loan and REO Property during the related Due
Period, (4) the information described in clauses (v), (vii), (viii), (xi), (xvi)
and (xvii) of Section 4.02(a), (5) the CMSA Special Servicer Loan File and (6)
such additional information or data relating to the Specially Serviced Loan and
REO Properties as the Master Servicer reasonably requests to enable it to
perform its responsibilities under this Agreement which is in the Special
Servicer's possession or is reasonably obtainable by the Special Servicer.

            (d) Notwithstanding the provisions of the preceding clause (c), the
Master Servicer shall maintain ongoing payment records with respect to each of
the Specially Serviced Loans and REO Properties and shall provide the Special
Servicer with any information in its possession required by the Special Servicer
to perform its duties under this Agreement.

            (e) No later than 30 days after receipt by the Special Servicer of
the information reasonably required by the Special Servicer after a Servicing
Transfer Event for a Loan or Serviced Companion Loan, the Special Servicer shall
deliver to each Rating Agency, the Master Servicer and the Directing
Certificateholder a report (the "Asset Status Report") with respect to such Loan
or Serviced Companion Loan and the related Mortgaged Property. Any Asset Status
Report with respect to any CBA A/B Loan Pair, the Jefferson at Montfort Loan,
the Mall at Fairfield Commons Loan and the Stanford Shopping Center Loan will
also be delivered to the related Companion Loan Holder and/or related B Loan
Holder, as applicable. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable:

            (i) summary of the status of such Specially Serviced Loan;

            (ii) a discussion of the legal and environmental considerations
      reasonably known to the Special Servicer, consistent with the Servicing
      Standard, that are applicable to the exercise of remedies as aforesaid and
      to the enforcement of any related guaranties or other collateral for the
      related Loan and whether outside legal counsel has been retained;

            (iii) the most current rent roll and income or operating statement
      available for the related Mortgaged Property;

            (iv) the Appraised Value of the Mortgaged Property together with the
      assumptions used in the calculation thereof;

            (v) a recommendation by the Special Servicer as to how such
      Specially Serviced Mortgage Loan might be returned to performing status,
      returned to the Master Servicer for regular servicing or otherwise
      realized upon;

            (vi) a summary of any proposed actions and an analysis of whether or
      not taking such action is reasonably likely to produce a greater recovery
      on a present value basis than not taking such action, setting forth the
      basis on which the Special Servicer made such determination;

            (vii) a status report on any foreclosure actions or other
      proceedings undertaken with respect to such mortgaged real property, any
      proposed workouts with respect thereto and the status of any negotiations
      with respect to such workouts, and an assessment of the likelihood of
      additional events of default thereon; and

            (viii) such other information as the Special Servicer deems relevant
      in light of the Servicing Standard.

            With respect to any Loan that becomes a Specially Serviced Loan, if
within ten Business Days of receiving an Asset Status Report, the Directing
Certificateholder does not disapprove such Asset Status Report in writing, the
Special Servicer shall implement the recommended action as outlined in such
Asset Status Report; provided, however, that the Special Servicer may not take
any action that is contrary to applicable law or the terms of the applicable
Loan Documents. If the Directing Certificateholder disapproves such Asset Status
Report, the Special Servicer shall revise such Asset Status Report and deliver
to the Directing Certificateholder, the Rating Agencies and the Master Servicer
a new Asset Status Report as soon as practicable, but in no event later than 30
days after such disapproval.

            The Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(e) until the earlier of (a) the failure of
the Directing Certificateholder to disapprove such revised Asset Status Report
in writing within 10 Business Days of receiving such revised Asset Status
Report; (b) a determination by the Special Servicer as set forth below or (c)
the passage of 60 days from the date of preparation of the first Asset Status
Report. The Special Servicer shall deliver such finalized Asset Status Report to
the Directing Certificateholder, the Rating Agencies, the Master Servicer and
any Requesting Subordinate Certificateholder (at the expense of such requesting
Holder). The Special Servicer may, from time to time, modify any Asset Status
Report it has previously delivered and implement such report, provided such
report shall have been prepared, reviewed and not rejected pursuant to the terms
of this Section. Notwithstanding the foregoing, the Special Servicer (i) may,
following the occurrence of an extraordinary event with respect to the related
Mortgaged Property, take any action set forth in such Asset Status Report before
the expiration of a ten (10) Business Day period if the Special Servicer has
reasonably determined that failure to take such action would materially and
adversely affect the interests of the Certificateholders and it has made a
reasonable effort to contact the Directing Certificateholder and (ii) in any
case, shall determine whether any affirmative disapproval by the Directing
Certificateholder described in this paragraph is not in the best interest of all
the Certificateholders pursuant to the Servicing Standard.

            In addition to the foregoing, the Special Servicer is required to,
obtain the consent of the Directing Certificateholder (such consent subject to
the last paragraph of Section 3.21(e)) prior to the taking by the Special
Servicer of the following actions: (i) any proposed or actual foreclosure upon
or comparable conversion of, which may include acquisitions of an REO Property,
the ownership of the property or properties securing any Specially Serviced
Loans in the Trust Fund (other than the Mayfair Mall Loan) as come into and
continue in default; (ii) any modification, amendment or waiver of a monetary
term (including any change in the timing of payments but excluding the waiver of
Default Interest and late payment charges) or any material non-monetary term
(excluding any waiver of a due-on-sale or due-on-encumbrance clause, which is
covered by clause (viii) below) of a Loan (other than the Mayfair Mall Loan);
(iii) any acceptance of a discounted payoff with respect to a Specially Serviced
Loan in the Trust Fund (other than the Mayfair Mall Loan); (iv) any proposed or
actual sale of an REO Property out of the Trust Fund for less than the
outstanding principal balance of, and accrued interest (other than Default
Interest and Excess Interest) on, the related Loan, except in connection with a
termination of the Trust Fund; (v) any determination to bring an REO Property
held by the Trust Fund into compliance with applicable environmental laws or to
otherwise address hazardous material located at the REO Property; (vi) any
release of material collateral for a Loan (other than the Mayfair Mall Loan),
other than in accordance with the specific terms of, or upon satisfaction of,
that Loan; (vii) any acceptance of substitute or additional collateral for a
Specially Serviced Loan in the Trust Fund (other than the Mayfair Mall Loan),
other than in accordance with the specific terms of that Loan; (vii) any
releases of earn-out reserves or related letters of credit with respect to a
Mortgaged Property securing a Loan (other than the Mayfair Mall Loan); and
(viii) any waiver of a due-on-sale or due-on-encumbrance clause in a Loan (other
than the Mayfair Mall Loan).

            If any of the previous listed items is set forth as proposed action
in any Asset Status Report, the Special Servicer is required to follow the
consultation procedures set forth above.

            The Special Servicer shall be required to deliver to the holder of
any Serviced Companion Loan and related B Loan Holder a copy of its related
Asset Status Report no later than 30 days after the related Servicing Transfer
Event. If the related Companion Loan Holder or related B Loan Holder disagrees
with any aspect of the Asset Status Report, the holder of such Serviced
Companion Loan and/or such B Loan Holder shall have the right to consult with
the holder of the A Loan and the Special Servicer for the period from the date
of receipt of the Asset Status Report through (but excluding) the tenth (10th)
Business Day following such date of receipt (the "Initial Review Period"). If
within ten (10) Business Days of receiving an Asset Status Report, such
Companion Loan Holder and/or such B Loan Holder, as applicable, does not
disapprove such Asset Status Report in writing, the Special Servicer shall
(unless it has been directed to do otherwise by the Directing Certificateholder,
in which event the Special Servicer shall advise such Companion Loan Holder
and/or such B Loan Holder of such alternate course of action) implement the
recommended action as outlined in such Asset Status Report; provided, however,
that the Special Servicer may not take any action that is contrary to applicable
law or the terms of the applicable Loan Documents. In the event that such
Companion Loan Holder and/or such B Loan Holder disagrees with any aspect of the
Asset Status Report and, after consulting with the Special Servicer during the
Initial Review Period, is unable to reach agreement on such matters and notifies
the Special Servicer of such disagreement in writing, then such Companion Loan
Holder and/or such B Loan Holder, as applicable, shall be entitled to an
additional period of five Business Days (the "Additional Review Period") to
continue its discussions with the Special Servicer. In the event that such
Companion Loan Holder and/or such B Loan Holder and the Directing
Certificateholder and the Special Servicer agree on a revised course of action
within the Initial Review Period or the Additional Review Period, then the
Special Servicer shall revise the Asset Status Report to reflect such revised
course of action and shall implement such course of action. In the event that
such Companion Loan Holder and/or such B Loan Holder, the Directing
Certificateholder and the Special Servicer are unable to agree on the
appropriate course of action by the end of the Additional Review Period, then
the Special Servicer shall decide, in accordance with the Servicing Standard,
whether to follow the Directing Certificateholder's preferred course of action,
such Companion Loan Holder's and/or such B Loan Holder's preferred course of
action or the course of action outlined in the Asset Status Report. Following
such determination by the Special Servicer, the Special Servicer will make any
necessary revisions to the Asset Status Report and shall implement such course
of action. Notwithstanding the foregoing, the Special Servicer (i) may,
following the occurrence of an extraordinary event with respect to the related
Mortgaged Property, take any action set forth in such Asset Status Report before
the expiration of a ten (10) Business Day period if the Special Servicer has
reasonably determined that failure to take such action would materially and
adversely affect the interests of the Certificateholders and the Companion Loan
Holders or B Loan Holders (taken as a collective whole), as applicable, and it
has made a reasonable effort to contact the Companion Loan Holder or B Loan
Holder, as applicable, and (ii) in any case, shall determine whether any
affirmative disapproval by the Companion Loan Holder or B Loan Holder, as
applicable, described in this paragraph is not in the best interest of all the
Certificateholders and the Companion Loan Holders or B Loan Holders (taken as a
collective whole), as applicable, pursuant to the Servicing Standard.

            The Special Servicer shall have the authority to meet with the
Borrower for any Specially Serviced Loan and take such actions consistent with
the Servicing Standard and the related Asset Status Report. The Special Servicer
shall not take any action inconsistent with the related Asset Status Report,
unless such action would be required in order to act in accordance with the
Servicing Standard.

            Notwithstanding anything to the contrary contained in this
Agreement, no direction of the Directing Certificateholder, Companion Loan
Holder and/or B Loan Holder or failure to consent to any action requiring its or
their consent under this Agreement shall (a) require or cause the Special
Servicer to violate the terms of a Specially Serviced Loan, applicable law or
any provision of this Agreement, including the Special Servicer's obligation to
act in accordance with the Servicing Standard and to maintain the REMIC status
of each Trust REMIC, or (b) result in the imposition of a "prohibited
transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c)
expose the Master Servicer, the Special Servicer, the Depositor, either of the
Mortgage Loan Sellers, the Trust Fund, the Trustee, any other Companion Loan
Holder or B Loan Holder or their Affiliates, officers, directors, employees or
agents to any claim, suit or liability, or (d) materially expand the scope of
the Special Servicer's or the Master Servicer's responsibilities under this
Agreement; and the Special Servicer will not (1) follow any such direction if
given by the Directing Certificateholder, Companion Loan Holder and/or B Loan
Holder, (2) initiate any such actions and (3) refrain from taking any action if
the failure to take such action would violate the Servicing Standard.

            (f) Upon receiving notice of (i) the filing of a case under any
federal or state bankruptcy, insolvency or similar law or the commencing of any
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings with respect to a Loan or the related Borrower, (ii) the
existence of a material non-payment default or (iii) the request by a Borrower
for the amendment or modification of a Loan required to be handled by the
Special Servicer, the Master Servicer shall promptly give notice thereof, and
shall deliver copies of the related Mortgage File and Credit File to the Special
Servicer and shall use its reasonable efforts to provide the Special Servicer
with all information relating to the Loan and reasonably requested by the
Special Servicer to enable it to negotiate with the related Borrower and prepare
for any such proceedings. The Master Servicer shall use its reasonable efforts
to comply with the preceding sentence within 5 Business Days of the occurrence
of each such event, and upon receiving such documents and information, the
Special Servicer shall use its reasonable efforts to cause the related Borrower
to cure any default and/or remedy any such event, work out or modify the Loan
consistent with the terms of this Agreement, and/or prepare for such
proceedings. Notwithstanding the foregoing, the occurrence of any of the
above-referenced events shall not in and of itself be considered a Servicing
Transfer Event.

            Section 3.22 Sub-Servicing Agreements. (a) The Master Servicer may
enter into Sub-Servicing Agreements to provide for the performance by third
parties of any or all of its respective obligations under this Agreement;
provided that the Sub-Servicing Agreement: (i) is consistent with this Agreement
in all material respects and requires the Sub-Servicer to comply with all of the
applicable conditions of this Agreement; (ii) provides that if the Master
Servicer shall for any reason no longer act in such capacity hereunder
(including by reason of an Event of Default), the Trustee or its designee or any
other successor to the Master Servicer may thereupon assume all of the rights
and, except to the extent they arose prior to the date of assumption,
obligations of the Master Servicer under such agreement or, alternatively, may
terminate such Sub-Servicing Agreement without cause and without payment of any
penalty or termination fee (provided, however, that a Primary Servicing
Agreement may not be terminated except for cause pursuant to such Primary
Servicing Agreement); (iii) provides that the Trustee for the benefit of the
Certificateholders shall be a third-party beneficiary under such Sub-Servicing
Agreement, but that (except to the extent the Trustee or its designee assumes
the obligations of the Master Servicer thereunder as contemplated by the
immediately preceding clause (ii), and except with respect to the obligations of
any successor Master Servicer under the Primary Servicing Agreements) none of
the Trust Fund, the Trustee, any successor Master Servicer, Special Servicer or
any Certificateholder shall have any duties under such Sub-Servicing Agreement
or any liabilities arising therefrom; (iv) except with respect to the Primary
Servicing Agreements, permits any purchaser of a Loan or the Trustee pursuant to
this Agreement to terminate such Sub-Servicing Agreement with respect to such
purchased Loan at its option and without penalty; (v) does not permit the
Sub-Servicer any direct rights of indemnification that may be satisfied out of
assets of the Trust Fund except to the extent of its rights of indemnification,
if any, as an agent of the Master Servicer; (vi) does not permit the
Sub-Servicer to foreclose on the related Mortgaged Property or consent to the
modification of any Loan without the prior consent of the Master Servicer or the
Special Servicer, as applicable; (vii) provides that the Sub-Servicer shall act
in accordance with the Servicing Standard; and (viii) provides that in the event
of an act or failure to act by the Sub-Servicer that causes the Master Servicer
to be in default of its obligations under this Agreement, the Sub-Servicer shall
be in default of its obligations under such Sub-Servicing Agreement. Any
successor Master Servicer, upon becoming successor Master Servicer, shall have
the right to be assigned and shall have the right to assume any Sub-Servicing
Agreements from the predecessor Master Servicer. Upon a termination of the
Master Servicer pursuant to this Agreement, the successor to the Master Servicer
(other than the Trustee or its designee) shall automatically succeed to the
rights and obligations of the prior Master Servicer, under the Primary Servicing
Agreement, subject to the termination rights set forth therein, it being
understood that any such succession by the Trustee or its designee shall not be
automatic but shall be in the discretion of the Trustee or such designee.

            In addition, each Sub-Servicing Agreement entered into by the Master
Servicer may provide that the obligations of the Sub-Servicer thereunder shall
terminate with respect to any Loan serviced thereunder at the time such Loan
becomes a Specially Serviced Loan. The Master Servicer shall deliver to the
Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and
modifications thereof, entered into by it promptly upon its execution and
delivery of such documents. For purposes of this Agreement, the Master Servicer
shall be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. The Master Servicer shall notify the Special Servicer,
the Trustee and the Depositor in writing promptly of the appointment by it of
any Sub-Servicer. The Special Servicer shall notify the Master Servicer, the
Trustee and the Depositor in writing promptly of the appointment by it of any
Sub-Servicer.

            It is hereby acknowledged and agreed by all parties hereto that
KRECM shall be a Primary Servicer pursuant to a Primary Servicing Agreement with
the Master Servicer, which agreement shall comply with the provisions of this
Section 3.22(a) (including clause (iv) of the first paragraph of this Section
3.22(a). Subject to Section 3.22(e), pursuant to the Primary Servicing Agreement
between the Master Servicer and KRECM, KRECM shall perform most or all of the
duties of the Master Servicer with respect to certain Loans set forth in such
Primary Servicing Agreement (including the Mall at Fairfield Commons Total Loan)
and shall be entitled to receive a Primary Servicing Fee at the applicable
Primary Servicing Fee Rate and such other additional servicing compensation as
provided in such Primary Servicing Agreement, in accordance with the terms of
such Primary Servicing Agreement. Notwithstanding anything herein to the
contrary, but subject to Section 3.22(e), the Master Servicer may delegate to
KRECM under such Primary Servicing Agreement (i) its duties and obligations
under Sections 3.03 and 4.03 to make Advances with respect to the Mall at
Fairfield Commons Total Loan directly to the Trustee or to any other Person
requiring payment of an Advance; provided, that the Master Servicer shall remain
obligated for any Advance with respect to the Mall at Fairfield Commons Total
Loan that KRECM fails to make and (ii) its obligations to make remittances and
deliver reports and other information with respect to the Mall at Fairfield
Commons Companion Loan directly to the Series 2003-KEY1 Master Servicer in
accordance with the Mall at Fairfield Commons Intercreditor Agreement on the
days and covering the periods that the Master Servicer is required to remit or
deliver under the terms of this Agreement and the Mall at Fairfield Commons
Intercreditor Agreement.

            (b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law.

            (c) As part of its servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee, the Certificateholders and, with
respect to any Loan Combination, the related Companion Loan Holder or B Loan
Holder, as applicable, shall (at no expense to the Trustee, the
Certificateholders, Companion Loan Holders, B Loan Holders or the Trust Fund)
monitor the performance and enforce the obligations of each Sub-Servicer under
the related Sub-Servicing Agreement. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements in accordance with their respective terms and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer would require were it the owner of the
Loans. The Master Servicer shall have the right to remove a Sub-Servicer
retained by it in accordance with the terms of the related Sub-Servicing
Agreement upon the events of default and other termination events specified in
the related Sub-Servicing Agreement.

            (d) If the Trustee or its designee becomes successor Master Servicer
and elects or is required to assume the rights and obligations of the Master
Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense,
shall deliver to the assuming party all documents and records relating to such
Sub-Servicing Agreement and the Loans then being serviced thereunder and an
accounting of amounts collected and held on behalf of it thereunder, and
otherwise use reasonable efforts to effect the orderly and efficient transfer of
the Sub-Servicing Agreement to the assuming party.

            (e) Notwithstanding the provisions of any Sub-Servicing Agreement,
the Master Servicer shall remain obligated and liable to the Trustee, the
Certificateholders and, with respect to any Loan Combination, the related
Companion Loan Holder or B Loan Holder, as applicable, for the performance of
its obligations and duties under this Agreement in accordance with the
provisions hereof to the same extent and under the same terms and conditions as
if it alone were servicing and administering the Loans for which it is
responsible, and the Master Servicer shall pay the fees of any Sub-Servicer
thereunder from its own funds or, with respect to the Primary Servicers, shall
permit each to retain the Primary Servicing Fees and any additional servicing
compensation payable pursuant to the related Sub-Servicing Agreement from
amounts collected by such Primary Servicer. Such additional servicing
compensation shall not exceed the Additional Servicing Compensation payable to
the Master Servicer under this Agreement, shall be paid out of such Additional
Servicing Compensation and shall not be paid from any amount otherwise payable
to the Special Servicer hereunder. In no event shall the Trust Fund bear any
termination fee required to be paid to any Sub-Servicer as a result of such
Sub-Servicer's termination under any Sub-Servicing Agreement.

            Section 3.23 Representations, Warranties and Covenants of the Master
Servicer. (a) The Master Servicer hereby represents and warrants to the Trustee
for its own benefit and the benefit of the Certificateholders, and to the
Depositor and the Special Servicer, as of the Closing Date, that:

            (i) The Master Servicer is a corporation, duly organized, validly
      existing and in good standing under the laws of Delaware, and the Master
      Servicer is in compliance with the laws of each State in which any
      Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement, except where the failure to so qualify
      or comply would not have a material adverse effect on the ability of the
      Master Servicer to perform its obligations hereunder;

            (ii) The execution and delivery of this Agreement by the Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Master Servicer, will not (A) violate the Master
      Servicer's certificate of incorporation and by-laws or (B) constitute a
      default (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or by which it is
      bound, or (C) result in the violation of any law, rule, regulation, order,
      judgment or decree binding on the Master Servicer which, in the case of
      either (B) or (C) is likely to materially and adversely affect the Master
      Servicer's ability to perform hereunder;

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

            (iv) The Master Servicer is not in violation with respect to any
      law, any order or decree of any court, or any order, regulation or demand
      of any federal, state, municipal or governmental agency, which violations
      are reasonably likely to have consequences that would materially and
      adversely affect the financial condition or operations of the Master
      Servicer or its properties taken as a whole or are reasonably likely to
      have consequences that would materially and adversely affect its ability
      to perform its duties and obligations hereunder;

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

            (vi) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Master Servicer, or compliance by the Master Servicer
      with, this Agreement or the consummation of the Master Servicer's
      transactions contemplated by this Agreement, except for any consent,
      approval, authorization or order which has been obtained or cannot be
      obtained prior to the actual performance by the Master Servicer of its
      obligations under this Agreement, or which, if not obtained would not have
      a materially adverse effect on the ability of the Master Servicer to
      perform its obligations hereunder;

            (vii) The Master Servicer has full corporate power and authority to
      enter into and perform in accordance with this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (viii) The Master Servicer has examined each Sub-Servicing Agreement
      to which it is a party, and shall examine each Sub-Servicing Agreement to
      which it intends to become a party, and in each such case, the terms of
      such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Master Servicer at a
      future date, will not be, materially inconsistent with the terms of this
      Agreement; and

            (ix) Each officer and employee of the Master Servicer that has
      responsibilities concerning the servicing and administration of Loans is
      covered by errors and omissions insurance and the fidelity bond in the
      amounts and with the coverage required by Section 3.07(c).

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.

            Section 3.24 Representations, Warranties and Covenants of the
Special Servicer. (a) The Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor and the Master Servicer, as of the Closing Date and as to the
Special Servicer, that:

            (i) The Special Servicer is a limited liability company duly
      organized, validly existing and in good standing under the laws of the
      State of New York, and the Special Servicer is in compliance with the laws
      of each State in which any Mortgaged Property is located to the extent
      necessary to perform its obligations under this Agreement;

            (ii) The execution and delivery of this Agreement by the Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Special Servicer, will not violate the Special Servicer's
      charter and by-laws or constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a default) under, or
      result in the breach of, any material agreement or other instrument to
      which it is a party or which is applicable to it or any of its assets, or
      result in the violation of any law, rule, regulation, order, judgment or
      decree to which the Special Servicer or its property is subject;

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

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

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

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

            (vii) Each officer, director or employee of the Special Servicer
      that has or, following the occurrence of a Servicing Transfer Event, would
      have responsibilities concerning the servicing and administration of Loans
      is covered by errors and omissions insurance and fidelity bond in the
      amounts and with the coverage required by Section 3.07(c). Neither the
      Special Servicer nor any of its officers, directors or employees that is
      or, following the occurrence of a Servicing Transfer Event, would be
      involved in the servicing or administration of Loans has been refused such
      coverage or insurance;

            (viii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Special Servicer, or compliance by the Special Servicer
      with, this Agreement or the consummation of the transactions contemplated
      by this Agreement, except for any consent, approval, authorization or
      order which has been obtained or cannot be obtained prior to the actual
      performance by the Special Servicer of its obligations under this
      Agreement, or which, if not obtained would not have a materially adverse
      effect on the ability of the Special Servicer to perform its obligations
      hereunder;

            (ix) The Special Servicing Fee represents reasonable servicing
      compensation; and

            (x) The Special Servicer has examined each Sub-Servicing Agreement
      to which it is a party, and shall examine each Sub-Servicing Agreement to
      which it intends to become a party, and in each such case, the terms of
      such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Special Servicer at a
      future date, will not, be materially inconsistent with the terms of this
      Agreement.

            (b) The representations and warranties set forth in paragraph (a)
above and the covenant set forth in paragraph (b) above shall survive the
execution and delivery of the Agreement.

            Section 3.25 Limitation on Liability of the Directing
Certificateholder. By its acceptance of a Certificate, each Certificateholder
confirms its understanding that the Directing Certificateholder may take actions
that favor the interests of one or more Classes of the Certificates over other
Classes of the Certificates and that the Directing Certificateholder may have
special relationships and interests that conflict with those of Holders of some
Classes of the Certificates and, that the Directing Certificateholder shall have
no liability to any Certificateholder other than a Controlling Class
Certificateholder for any action taken or not taken and shall have no liability
to a Controlling Class Certificateholder absent willful misfeasance, bad faith,
negligence or negligent disregard of obligations or duties on the part of the
Directing Certificateholder, it being acknowledged that actions that favor the
interests of one or more Classes of the Certificates over other Classes of the
Certificates shall be deemed to not constitute willful misfeasance, bad faith,
negligence or negligent disregard of obligations or duties on the part of the
Directing Certificateholder) and each Certificateholder agrees to take no action
against the Directing Certificateholder as a result of such a special
relationship or conflict. Nothing in this section shall relieve Special Servicer
of any liability it may have under this Agreement.

            Section 3.26 Reports to the Securities and Exchange Commission;
Available Information. (a) With respect to the Trust's fiscal year 2003 (and, if
as of the beginning of any other fiscal year for the Trust, the Registered
Certificates are held (directly or, in the case of Registered Certificates held
in book-entry form, through the Depository) by at least 300 Holders and/or
Depository Participants having accounts with the Depository), the Trustee shall:

            (i) during such fiscal year, in accordance with the Exchange Act,
      the rules and regulations promulgated thereunder and applicable "no-action
      letters" issued by the Commission, prepare for filing, execute and
      properly file with the Commission monthly, with respect to the Trust, a
      Current Report on Form 8-K with copies of the Trustee Reports;

            (ii) during such fiscal year, (A) monitor for and promptly notify
      the Depositor of the occurrence or existence of any of the matters
      identified in Section 11.09(a) and/or Section 3.26(b) (in each case to the
      extent that a Responsible Officer of the Trustee has actual knowledge
      thereof), (B) cooperate with the Depositor in obtaining all necessary
      information in order to enable the Depositor to prepare a Current Report
      on Form 8-K reporting any such matter in accordance with the Exchange Act,
      the rules and regulations promulgated thereunder and applicable "no-action
      letters" issued by the Commission, and (C) execute and promptly file with
      the Commission any such Current Report on Form 8-K prepared by or on
      behalf of the Depositor and delivered to the Trustee; and

            (iii) prepare, execute and properly file with the Commission on or
      before the due date specified by the Commission, with respect to the
      Trust, an Annual Report on Form 10-K which complies in all material
      respects with the requirements of the Exchange Act, the rules and
      regulations promulgated thereunder and applicable "no-action letters"
      issued by the Commission, which shall include as exhibits the Annual
      Performance Certification and Annual Accountant's Report delivered
      pursuant to Section 3.13 and Section 3.14, respectively, with respect to
      the Master Servicer and the Special Servicer for such fiscal year, and
      which shall further include such certification(s) as may be required under
      the Sarbanes-Oxley Act of 2002 (the "Sarbanes Act") and any rules
      promulgated by, or interpretive guidance from, the Commission (such
      certification(s), individually and collectively, insofar as they are
      required to be part of any particular Annual Report on Form 10-K, a
      "Sarbanes-Oxley Certification") (which Sarbanes-Oxley Certifications shall
      be signed by the party or parties contemplated by this Section 3.26);

provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable for electronic filing via the EDGAR system (or in "ASCII", "Microsoft
Word", "Microsoft Excel" or another format reasonably acceptable to the Trustee)
and shall not have any responsibility to convert any such items to such format
(other than those items generated by it and those items delivered to it in a
format readily convertible to a format suitable for electronic filing via the
EDGAR system) and (y) the Depositor shall be responsible for preparing,
executing and filing (via the EDGAR system within 15 days following the Closing
Date) a Current Report on Form 8-K reporting the establishment of the Trust and
whereby this Agreement is filed as an exhibit. Each of the other parties to this
Agreement shall deliver to the Trustee or the applicable Master Servicer, as
applicable, in a format suitable for electronic filing via the EDGAR system (or
in "ASCII", "Microsoft Word", "Microsoft Excel" or another format reasonably
acceptable to the Trustee) any and all items contemplated to be filed with the
Commission pursuant to this Section 3.26(a), to the extent it is otherwise
required to deliver such items to the Trustee or the applicable Master Servicer,
as applicable.

            (b) At all times during the Trust's fiscal year 2003 (and, if as of
the beginning of any other fiscal year for the Trust, the Registered
Certificates are held (directly or, in the case of Registered Certificates held
in book-entry form, through the Depository) by at least 300 Holders and/or
Depository Participants having accounts with the Depository, at all times during
such other fiscal year), the Trustee shall monitor for and promptly notify the
Depositor of the occurrence or existence of any of the following matters of
which a Responsible Officer of the Trustee has actual knowledge:

            (i) any failure of the Trustee to make any monthly distributions to
      the Holders of any Class of Certificates, which failure is not otherwise
      reflected in the Certificateholder Reports filed with the Commission or
      has not otherwise been reported to the Depositor pursuant to any other
      Section of this Agreement;

            (ii) any acquisition or disposition by the Trust of a Loan or an REO
      Property (or, in the case of any Mayfair Mall REO Property, any interest
      therein), which acquisition or disposition has not otherwise been
      reflected in the Certificateholder Reports filed with the Commission or
      has not otherwise been reported to the Depositor pursuant to any other
      Section of this Agreement;

            (iii) any other acquisition or disposition by the Trust of a
      significant amount of assets (other than Permitted Investments, Loans and
      REO Properties), other than in the normal course of business;

            (iv) any change in the fiscal year of the Trust;

            (v) any material legal proceedings, other than ordinary routine
      litigation incidental to the business of the Trust, to which the Trust (or
      any party to this Agreement on behalf of the Trust) is a party or of which
      any property included in the Trust Fund is subject, or any threat by a
      governmental authority to bring any such legal proceedings;

            (vi) any event of bankruptcy, insolvency, readjustment of debt,
      marshalling of assets and liabilities, or similar proceedings in respect
      of or pertaining to the Trust or any party to this Agreement, or any
      actions by or on behalf of the Trust or any party to this Agreement
      indicating its bankruptcy, insolvency or inability to pay its obligations;
      and

            (vii) any change in the rating or ratings assigned to any Class of
      Certificates not otherwise reflected in the Certificateholder Reports
      filed with the Commission;

provided that (x) the actual knowledge of a Responsible Officer of the Trustee
of any material legal proceedings of which property included in the Trust Fund
is subject or of any material legal proceedings threatened by a governmental
authority is limited to circumstances where it would be reasonable for the
Trustee to identify such property as an asset of, or as securing an asset of,
the Trust or such threatened proceedings as concerning the Trust and (y) no
Responsible Officer of the Trustee shall be deemed to have actual knowledge of
the matters described in clauses (vi) and (vii) of this Section 3.26(b) unless
such Responsible Officer was notified in writing.

            (c) The Form 10-K shall include the Sarbanes-Oxley Certification
required to be included therewith pursuant to the Sarbanes Act, and the rules
and regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff) and a copy of such
Sarbanes-Oxley Certification shall be provided to the Rating Agencies. An
officer of the Depositor shall sign the Sarbanes-Oxley Certification. The
Depositor hereby grants to the Trustee a limited power of attorney to execute
and file such annual report on Form 10-K on behalf of the Depositor, which power
of attorney shall continue until the earlier of (i) receipt by the Trustee from
the Depositor of written notice terminating such power of attorney or (ii) the
termination of the Trust. The Master Servicer, the Special Servicer (who shall
certify to the Master Servicer) and the Trustee (each, a "Performing Party")
shall provide to the Person who signs the Sarbanes-Oxley Certification or, in
the case of the Master Servicer, who relies on the Special Servicer's
Performance Certification (in each case, the "Certifying Person") a
certification (each, a "Performance Certification"), in the form set forth on
Exhibit L hereto (with respect to the Master Servicer and the Trustee) or in the
form set forth on Exhibit A to Exhibit L hereto (with respect to the Special
Servicer), as applicable, on which the Certifying Person, the Master Servicer
(with respect to the Performance Certification executed by the Special
Servicer), the Depositor (if the Certifying Person is an individual), and the
Depositor's partner, representative, Affiliate, member, manager, director,
officer, employee or agent (collectively with the Certifying Person,
"Certification Parties") can rely. The Trustee's certification with respect to
items 1 through 3 of Exhibit L hereto shall relate to distribution information,
and the Master Servicer's certification with respect to items 4 and 5 of Exhibit
L hereto shall relate to servicing information with respect to the Loans
serviced by it hereunder. Notwithstanding the foregoing, nothing in this
paragraph shall require any Performing Party to (i) certify or verify the
accurateness or completeness of any information provided to such Performing
Party by third parties, (ii) to certify information other than to such
Performing Party's knowledge and in accordance with such Performing Party's
responsibilities hereunder or under any other applicable servicing agreement or
(iii) with respect to completeness of information and reports, to certify
anything other than that all fields of information called for in written reports
prepared by such Performing Party have been completed except as they have been
left blank on their face. In the event any Performing Party is terminated or
resigns pursuant to the terms of this Agreement, such Performing Party shall
provide a Performance Certification to the Master Servicer (if the terminated or
resigning Performing Party is the Special Servicer) or the Depositor pursuant to
this Section 3.26(c) with respect to the period of time such Performing Party
was subject to this Agreement.

            (d) If as of the beginning of any fiscal year for the Trust (other
than fiscal year 2003), the Public Certificates are held (directly or, in the
case of Public Certificates held in book-entry form, through the Depository) by
less than 300 Holders and/or Depository Participants having accounts with the
Depository, the Trustee shall, in accordance with the Exchange Act and the rules
and regulations promulgated thereunder, timely file a Form 15 with respect to
the Trust notifying the Commission of the suspension of the reporting
requirements under the Exchange Act.

            (e) Nothing contained in this Section 3.26 shall be construed to
require any party to this Agreement (other than the Depositor), or any of such
party's officers, to execute any Form 10-K or any Sarbanes-Oxley Certification.
The failure of any party to this Agreement, or any of such party's officers, to
execute any Form 10-K or any Sarbanes-Oxley Certification shall not be regarded
as a breach by such party of any of its obligations under this Agreement. The
Depositor, each Performing Party and the Trustee hereby agree to negotiate in
good faith with respect to compliance with any further guidance from the
Commission or its staff relating to the execution of any Form 10-K and any
Sarbanes-Oxley Certification. In the event such parties agree on such matters,
this Agreement shall be amended to reflect such agreement pursuant to Section
11. 13.

            (f) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 3.26, (ii) negligence, bad faith or willful misconduct on the part
of such Performing Party in the performance of such obligations or (iii) any
inaccuracy made in the Performance Certification resulting from such Performing
Party's negligence, bad faith or willful misconduct. A Performing Party shall
have no obligation to indemnify any Certification Party for an inaccuracy in the
Performance Certification of any other Performing Party. If the indemnification
provided for in this Section 3.26 is unavailable or insufficient to hold
harmless a Certification Party (on grounds of public policy or otherwise), then
each Performing Party shall contribute to the amount paid or payable by such
Certification Party as a result of the losses, claims, damages or liabilities of
such Certification Party in such proportion as is appropriate to reflect the
relative fault of such Certification Party on the one hand and each Performing
Party on the other. The obligations of the Performing Parties in this subsection
(f) to contribute are several in the proportions described in the preceding
sentence and not joint.

            Promptly after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify in
writing the indemnifying party of the commencement thereof; but the omission to
so notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party under this Agreement except to the extent
that such omission to notify materially prejudices the indemnifying party. In
case any such action is brought against any indemnified party, after the
indemnifying party has been notified of the commencement of such action, such
indemnifying party shall be entitled to participate therein (at its own expense)
and, to the extent that it may wish, shall be entitled to assume the defense
thereof (jointly with any other indemnifying party similarly notified) with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party to such indemnified party
of its election to so assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party for any expenses subsequently incurred
in connection with the defense thereof other than reasonable costs of
investigation. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have agreed to the retention of such counsel,
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them or (iii) the indemnifying party fails
within a reasonable period of time to designate counsel that is reasonably
satisfactory to the indemnified party. In no event shall the indemnifying
parties be liable for fees and expenses of more than one counsel (in addition to
any local counsel) in any one jurisdiction separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. An indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent.
However, if settled with such consent, the indemnifying party shall indemnify
the indemnified party from and against any loss or liability by reason of such
settlement to the extent that the indemnifying party is otherwise required to do
so under this Agreement. If an indemnifying party assumes the defense of any
proceeding, it shall be entitled to settle such proceeding with the consent of
the indemnified party (which consent shall not be unreasonably withheld) or, if
such settlement (i) provides for an unconditional release of the indemnified
party in connection with all matters relating to the proceeding that have been
asserted against the indemnified party in such proceeding by the other parties
to such settlement and (ii) does not require an admission of fault by the
indemnified party, without the consent of the indemnified party.

            Unless the other parties hereto receive written notice from the
Trustee to the contrary, the Trustee hereby certifies that it intends to file
any Annual Report on Form 10-K with respect to the Trust for any particular
fiscal year on the last Business Day that is not more than 90 days following the
end of such fiscal year. Unless an alternative time period is provided for in
this Agreement, the respective parties hereto shall deliver to the Trustee, at
least 10 Business Days prior to the date on which the Trustee intends to file
any Annual Report on Form 10-K as contemplated by Section 3.26, any items
required to be delivered by such party that are to be an Exhibit to such Annual
Report on Form 10-K. The Trustee hereby notifies the Master Servicer and the
Special Servicer that an Annual Report on Form 10-K shall be required to be
filed with respect to the Trust for 2003.

            (g) The Master Servicer may, in accordance with such reasonable
rules and procedures as it may adopt, also make available through its Website or
otherwise, any additional information relating to the Loans, the Mortgaged
Properties or the Borrowers, for review by the Depositor, the Rating Agencies
and any other Persons to whom the Master Servicer believes such disclosure is
appropriate, in each case except to the extent doing so is prohibited by
applicable law or by the related Loan.

            (h) The Master Servicer and the Special Servicer shall make the
following items available at their respective offices during normal business
hours, or shall send such items to any requesting party at the expense of such
requesting party (other than the Rating Agencies, the Depositor and the
Underwriters, and except as otherwise provided in the last sentence of this
paragraph) for review by the Depositor, the Trustee, the Rating Agencies, any
Certificateholder, any Person identified to the Master Servicer or the Special
Servicer, as applicable, by a Certificateholder as a prospective transferee of a
Certificate and any other Persons to whom the Master Servicer or the Special
Servicer, as applicable, believes such disclosure to be appropriate: (i) all
financial statements, occupancy information, rent rolls, retail sales
information, average daily room rates and similar information received by the
Master Servicer or the Special Servicer, as applicable, from each Borrower, (ii)
the inspection reports prepared by or on behalf of the Master Servicer or the
Special Servicer, as applicable, in connection with the property inspections
pursuant to Section 3.19, (iii) any and all modifications, waivers and
amendments of the terms of a Loan entered into by the Master Servicer or the
Special Servicer, as applicable and (iv) any and all officer's certificates and
other evidence delivered to the Trustee and the Depositor to support the Master
Servicer's determination that any Advance was, or if made would be, a
Nonrecoverable Advance. Copies of any and all of the foregoing items shall be
available from the Master Servicer or the Special Servicer, as applicable, or
the Trustee, upon request. Copies of all such information shall be delivered by
the Master Servicer or the Special Servicer, as applicable, upon request, not
more frequently than quarterly to the Certificate Owners of the Controlling
Class (as identified by the related Depository Participant and for so long as
such Class remains outstanding) at the address specified by such Certificate
Owners; provided, however, that if beneficial ownership of the Controlling Class
resides in more than one Certificate Owner, the Master Servicer or the Special
Servicer, as applicable, shall be responsible only for the expense of providing
the first such copy of such information and shall be entitled to reimbursement
from the Trust Fund for the expense of any additional copies so provided.

            (i) Notwithstanding the obligations of the Master Servicer set forth
in the preceding provisions of this Section 3.26, the Master Servicer may
withhold any information not yet included in a Form 8-K filed with the
Commission or otherwise made publicly available with respect to which the
Trustee or the Master Servicer has determined that such withholding is
appropriate.

            (j) Notwithstanding any provisions in this Agreement to the
contrary, the Trustee shall not be required to review the content of any
Exchange Act Report for compliance with applicable securities laws or
regulations, completeness, accuracy or otherwise, and the Trustee shall have no
liability with respect to any Exchange Act Report filed with the Commission or
delivered to Certificateholders. None of the Master Servicer, the Special
Servicer and the Trustee shall be responsible for the accuracy or completeness
of any information supplied by a Borrower or a third party for inclusion in any
Form 8-K, and each of the Master Servicer, the Special Servicer and the Trustee
and their respective Affiliates, agents, directors, officers and employees shall
be indemnified and held harmless by the Trust Fund against any loss, liability
or expense incurred in connection with any legal action relating to any
statement or omission or alleged statement or omission therein. None of the
Trustee, the Special Servicer and the Master Servicer shall have any
responsibility or liability with respect to any Exchange Act Report filed by the
Depositor, and each of the Master Servicer, the Special Servicer and the Trustee
and their respective Affiliates, agents, directors, officers and employees shall
be indemnified and held harmless by the Trust Fund against any loss, liability
or expense incurred in connection with any legal action relating to any
statement or omission or alleged statement or omission therein.

            (k) Notwithstanding anything to the contrary herein, as a condition
to the Master Servicer or Special Servicer making any report or information
available upon request to any Person other than the parties hereto, the Master
Servicer and Special Servicer may require that the recipient of such information
acknowledge that the Master Servicer and Special Servicer may contemporaneously
provide such information to the Depositor, the Trustee, the Initial Purchaser,
any Underwriter, any Rating Agency and/or Certificateholders or Certificate
Owners. Each of the Master Servicer and the Special Servicer shall condition
such disclosure upon the recipient entering into a reasonable and customary
confidentiality agreement reasonably acceptable to such servicer regarding such
disclosure to it. In addition, any transmittal of information by the Master
Servicer or Special Servicer to any Person other than the Trustee, the Rating
Agencies or the Depositor may be accompanied by a letter from the Master
Servicer or Special Servicer containing the following provision:

            By receiving the information set forth herein, you hereby
            acknowledge and agree that the United States securities laws
            restrict any person who possesses material, non-public information
            regarding the Trust which issued Credit Suisse First Boston Mortgage
            Securities Corp., Commercial Mortgage Pass-Through Certificates,
            Series 2003-C5 from purchasing or selling such Certificates in
            circumstances where the other party to the transaction is not also
            in possession of such information. You also acknowledge and agree
            that such information is being provided to you for the purposes of,
            and such information may be used only in connection with, evaluation
            by you or another Certificateholder, Certificate Owner or
            prospective purchaser of such Certificates or beneficial interest
            therein.

            The Master Servicer and the Special Servicer may, at its discretion,
make available by hard copy, electronic media, internet website and bulletin
board service certain information and may make available by hard copy,
electronic media, internet website or bulletin board service any reports or
information required by this Agreement that the Master Servicer or the Special
Servicer is required to provide to the Trustee, any of the Rating Agencies, the
Depositor and anyone the Depositor reasonably designates.

            Section 3.27 Lock-Box Accounts and Servicing Accounts. (a) The
Master Servicer shall administer each Lock-Box Account, Cash Collateral Account
and Servicing Account in accordance with the related Mortgage or Loan Agreement,
Cash Collateral Account Agreement or Lock-Box Agreement, if any. Each Lock-Box
Account, Cash Collateral Account and Servicing Account shall be an Eligible
Account, except to the extent provided in the related Loan Documents.

            (b) For any Loan that provides that a Lock-Box Account will be
established upon the occurrence of certain events specified in the related Loan
Documents, the Master Servicer shall establish or cause to be established on
behalf of the Trust such Lock-Box Account upon the occurrence of such events
unless the Master Servicer determines, in accordance with the Servicing
Standard, that such Lock-Box Account should not be established. Notwithstanding
the foregoing, the Master Servicer shall establish or cause to be established a
Lock-Box Account for each ARD Loan no later than its Anticipated Repayment Date.

            (c) With respect to each Loan requiring the establishment of a
Lock-Box Account, the Master Servicer, upon receipt of the annual financial
statements of each Borrower, shall compare the gross revenue for the related
Mortgaged Property, as set forth in such financial statements, with the history
of the related Borrower's deposits (on an annual basis) into such Lock-Box
Account and shall report any discrepancies over 10% to the Special Servicer.

            (d) Within 60 days after a Servicing Account has been established on
behalf of a Borrower pursuant to the terms of the related Mortgage, the Master
Servicer (in accordance with the Uniform Commercial Code) shall notify the
financial institution maintaining such account of the Trustee's security
interest in the funds in such account in those jurisdictions where required in
order to perfect or maintain perfection of the related security interest.

            Section 3.28 Interest Reserve Account. (a) The Trustee shall
establish, on or before the Closing Date, and maintain the Interest Reserve
Account on behalf of the Lower-Tier REMIC. The Trustee shall give notice to the
Master Servicer, the Special Servicer and the Depositor of the location of the
Interest Reserve Account and, prior to any change thereof, any new location of
the Interest Reserve Account. On each Distribution Date ending in any February
and on any Distribution Date ending in any January which occurs in a year which
is not a leap year, the Trustee shall withdraw from the Lower-Tier Distribution
Account and deposit into the Interest Reserve Account in respect of each Loan
accruing interest on an Actual/360 Basis, an amount withheld from the related
Monthly Payment or P&I Advance equal to one day's interest on the Stated
Principal Balance of such Loan as of the Distribution Date occurring in the
month preceding the month in which the Distribution Date occurs at the related
Net Mortgage Rate, to the extent a full Monthly Payment or P&I Advance is made
in respect thereof (all amounts so deposited in any January and, in the case of
a leap year, in any February, "Withheld Amounts").

            (b) On each Distribution Date occurring in March, the Trustee shall
withdraw from the Interest Reserve Account an amount equal to the Withheld
Amounts from the preceding December and January Interest Accrual Periods, if
any, and deposit such amount (excluding any net investment income thereon) into
the Lower-Tier Distribution Account. On each Distribution Date, the Trustee
shall deposit any Net Investment Loss into the Interest Reserve Account and
shall be permitted to withdraw any Net Investment Earnings from the Interest
Reserve Account.

            Section 3.29 Limitations on and Authorizations of the Master
Servicer and Special Servicer with Respect to Certain Loans. (a) Prior to taking
any action with respect to a Loan secured by any Mortgaged Properties located in
a "one-action" state, the Special Servicer shall consult with legal counsel, the
fees and expenses of which shall be a Servicing Advance.

            (b) With respect to any Loan which permits the related Borrower,
with the consent or grant of a waiver by the mortgagee, to incur additional
indebtedness (other than as provided in Section 3.08(b) or to amend or modify
the related Borrower's organizational documents, the Special Servicer may
consent (subject, without limitation, to Section 3.20(k) hereof) to either such
action, or grant a waiver with respect thereto, only if the Special Servicer
determines that such consent or grant of waiver is likely to result in a greater
recovery on a present value basis (discounted at the related Mortgage Rate) than
the withholding of such consent or grant of waiver, and with respect to
Significant Loans, the Special Servicer first obtains written confirmation from
each Rating Agency that such consent or grant of waiver would not, in and of
itself, result in a downgrade, qualification or withdrawal of any of the
then-current ratings assigned to the Certificates and further obtains the
consent of the Directing Certificateholder (subject to the last paragraph of
Section 3.21(e)). The Master Servicer shall not be entitled or required to
consent to, or grant a waiver with respect to, either action, except in
accordance with Section 3.08(b) hereof.

            (c) With respect to any ARD Loan, so long as no event of default
beyond applicable notice and grace periods has occurred and is continuing, the
Master Servicer and the Special Servicer shall not take any enforcement action
with respect to the payment of Excess Interest or principal in excess of the
principal component of the constant Monthly Payment, other than requests for
collection, until the date on which principal and all accrued interest (other
than Excess Interest) has been paid in full (the failure of the Borrower to pay
Excess Interest shall not be considered an event of default for purposes of this
paragraph). Nothing in this paragraph shall limit the obligation of the Master
Servicer and the Special Servicer to establish a Lock-Box Account pursuant to
Section 3.28.

            (d) The Special Servicer shall not consent to a change of franchise
affiliation with respect to any hotel property that in whole or in part
constitutes the Mortgaged Property securing a Loan unless it obtains written
confirmation from each Rating Agency that such change of franchise affiliation
would not, in and of itself, result in a downgrade, qualification or withdrawal
of then-current ratings on any Class of Certificates and further obtains the
consent of the Directing Certificateholder (such consent subject to the last
paragraph of Section 3.21(e)). The Master Servicer shall receive any such
request from Borrower, and shall forward its analysis and recommendation to the
Special Servicer. The Special Servicer shall approve any such recommendation
(which approval shall be deemed granted if not denied within 15 Business Days of
its receipt of the Master Servicer's recommendation and any additional documents
and information that the Special Servicer may reasonably request) and promptly
(in any event, within not more than 10 Business Days of its receipt of the
Master Servicer's recommendation and any additional documents and information
that the Special Servicer may reasonably request) forward such analysis and
recommendation to the Directing Certificateholder, who shall approve or reject
such recommendation (such approval subject to the last paragraph of Section
3.21(e)). The Directing Certificateholder shall be deemed to have approved such
recommendation if not denied within 5 Business Days of its receipt of the
Special Servicer's recommendation and any additional documents and information
that the Directing Certificateholder may reasonably request. The Master Servicer
shall then process such documentation. The Special Servicer shall not be
required to obtain such written consent from Fitch if then-current principal
balance of such Loan is less than 2% of then-current aggregate principal balance
of the Loans.

            (e) The Depositor shall, as to each Loan which is secured by the
interest of the related Borrower under a ground lease, at its own expense,
promptly (and in any event within 45 days of the Closing Date) notify the
related ground lessor of the transfer of such Loan to the Trust pursuant to this
Agreement and inform such ground lessor that any notices of default under the
related ground lease should thereafter be forwarded to the Trustee.

            (f) [RESERVED]

            (g) The Master Servicer shall not grant any discretionary consent to
a transfer of any B Loan pursuant to the related Intercreditor Agreement or to
any additional cure beyond those specifically provided for in the related
Intercreditor Agreement unless it obtains the consent of the Directing
Certificateholder (which consent with respect to the transfer of such B Loan
shall not be unreasonably withheld, conditioned or delayed) (such consent
subject to the last paragraph of Section 3.21(e)). The Master Servicer shall
receive any such request for a discretionary consent from any B Loan Holder, and
shall forward its analysis and recommendation to the Special Servicer. The
Special Servicer shall approve any such recommendation (which approval shall be
deemed granted if not denied within 15 Business Days of its receipt of the
Master Servicer's recommendation and any additional documents and information
that the Special Servicer may reasonably request) and promptly (in any event,
within not more than 10 Business Days of its receipt of the Master Servicer's
recommendation and any additional documents and information that the Special
Servicer may reasonably request) forward such analysis and recommendation to the
Directing Certificateholder, who (subject to the last paragraph of Section
3.21(e)) shall approve or reject such recommendation. The Directing
Certificateholder shall be deemed to have approved such recommendation if not
denied within 5 Business Days of its receipt of the Special Servicer's
recommendation and any additional documents and information that the Directing
Certificateholder may reasonably request. The Master Servicer shall then process
such documentation. Notwithstanding the foregoing, the Master Servicer shall not
grant any discretionary consent to a transfer of any B Loan pursuant to the
related Intercreditor Agreement unless it receives the rating agency
confirmation required pursuant to such Intercreditor Agreement.

            (h) If the Mayfair Mall Total Loan becomes specially serviced in
accordance with the terms of a Mayfair Mall Servicing Agreement and, pursuant to
the Mayfair Mall Intercreditor Agreement, the Series 2003-C4 Trustee or other
holders of any Mayfair Mall Companion Loan or its servicing agent notifies the
Trustee or the Master Servicer that the Trustee, as holder of the Mayfair Mall
Loan, or its designee, is entitled to certain consultation rights with respect
to the Mayfair Mall Loan or any Mayfair Mall REO Mortgage Loan and/or forwards a
copy of its "Asset Status Report" (as defined in the Mayfair Mall Intercreditor
Agreement) to the Trustee or the Master Servicer, then the Master Servicer shall
promptly within one Business Day so notify, and shall forward the copy of such
Asset Status Report to, the Special Servicer and the Directing
Certificateholder. For so long as the Trustee or its designee is entitled to
such consultation rights under the terms of the Mayfair Mall Intercreditor
Agreement, the Trustee hereby delegates such consultation rights to the Special
Servicer, who shall exercise them in consultation with the Directing
Certificateholder.

            In addition, if pursuant to the terms of the Mayfair Mall
Intercreditor Agreement, upon the occurrence of an event of default under the
Mayfair Mall Total Loan, upon receipt of notice given to a Responsible Officer
of the Trustee, the Trustee, as holder of the Mayfair Mall Loan, has the right
to purchase any Mayfair Mall Companion Loan at the price set forth in the
Mayfair Mall Intercreditor Agreement, then the Trustee shall promptly so notify
the Directing Certificateholder. Any single Certificateholder or group of
Certificateholders entitled to a majority of the Voting Rights allocated to the
Controlling Class may indicate to the Trustee in writing its or their intent to
purchase the Mayfair Mall Companion Loans in accordance with Section 3.6 of the
Mayfair Mall Intercreditor Agreement and/or any corresponding provision of a
Mayfair Mall Servicing Agreement, whereupon the Trustee shall designate such
Certificateholder or group of Certificateholders as its designee to so purchase
the Mayfair Mall Companion Loans, in its or their individual capacity and not on
behalf of the Trust, in accordance with such Section 3.6 of the Mayfair Mall
Intercreditor Agreement and/or any corresponding provision of a Mayfair Mall
Servicing Agreement. It is hereby acknowledged that such designee shall be the
Directing Certificateholder. Any such purchase will be subject to all applicable
provisions of, and at the price set forth in, the Mayfair Mall Intercreditor
Agreement (including those provisions that mandate who may be a permitted
transferee of any Mayfair Mall Companion Loan). Upon any such purchase of the
Mayfair Mall Securitized Companion Loan, the Directing Certificateholder shall
constitute the "A-2 Noteholder" under the Mayfair Mall Intercreditor Agreement,
and the Mayfair Mall Loan shall be serviced and administered in accordance with
Article XI of this Agreement. The Trustee shall reasonably cooperate with the
Directing Certificateholder in effecting such purchase.

            Section 3.30 REMIC Administration. (a) The Trustee shall make or
cause to be made elections to treat each of the Trust REMICs as a REMIC (except
for any portion constituting amounts allocable to any B Loan and any Companion
Loan) under the Code and if necessary, under State Tax Laws. Each such election
will be made on Form 1066 or other appropriate federal tax or information return
or any appropriate state return for the taxable year ending on the last day of
the calendar year in which the Certificates are issued, which in each case shall
be signed by the Trustee. The Trustee shall designate the "regular interests"
and the "residual interests," within the meaning of the REMIC Provisions, in
each Trust REMIC as set forth in the Preliminary Statement hereto. To the extent
the affairs of the Trust Fund are within their control, the Master Servicer, the
Special Servicer and the Trustee shall not permit the creation of any
"interests" (within the meaning of Section 860G of the Code) in any Trust REMIC
other than those interests outstanding on the Closing Date.

            (b) The Closing Date is hereby designated as the "startup day,"
within the meaning of Section 860G(a)(9) of the Code, of the Lower-Tier REMIC
and the Upper-Tier REMIC.

            (c) The Holder of the largest Percentage Interest of the Class LR
Certificates is hereby designated, and by the acceptance of its Class LR
Certificate agrees to act, as Tax Matters Person for the Lower-Tier REMIC. Any
Holder of a Class LR or Class R Certificate must at all times hold at least a
1.0% Percentage Interest therein. The Holder of the largest Percentage Interest
of the Class R Certificates is hereby designated, and by the acceptance of its
Class R Certificate agrees to act, as Tax Matters Person for the Upper-Tier
REMIC. The Trustee is hereby designated as the agent of the Tax Matters Person
of each Trust REMIC and shall perform all the functions thereof, and the Holders
of the Class LR and Class R Certificates, by their acceptance of such
Certificates, agree to such designation.

            (d) The Trustee shall prepare or cause to be prepared all of the Tax
Returns that it reasonably determines are required with respect to each Trust
REMIC and, as specified in Section 4.07, the grantor trust created hereunder and
shall sign and file or cause to be filed such Tax Returns in a timely manner.
The expenses of preparing such returns shall be borne by the Trustee without any
right of reimbursement therefor.

            (e) The Trustee shall provide (i) upon request by any Transferor of
a Class LR or Class R Certificate, such information to such Transferor and the
IRS as is (x) reasonably necessary for the application of any tax relating to
the transfer of a Class LR or Class R Certificate to any Person who is not a
Disqualified Organization or (y) otherwise required to be provided by Treasury
Regulations Section 1.860E-2 (and in the time and manner required to be provided
to such person under such Regulations), (ii) to the Certificateholders such
information or reports as are required by the Code, the REMIC Provisions or
State Tax Laws including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii)
pursuant to Section 3.30(l), to the Internal Revenue Service the name, title,
address and telephone number of the person who will serve as the representative
of each of the Trust REMICs.

            (f) The Trustee shall take such actions and shall cause the Trust
Fund to take such actions as are reasonably within the Trustee's control and the
scope of its duties more specifically set forth herein as shall be necessary to
maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions
(and the Master Servicer and Special Servicer shall assist the Trustee, to the
extent reasonably requested by the Trustee to do so). None of the Master
Servicer, the Special Servicer or the Trustee shall knowingly or intentionally
take any action, cause the Trust Fund to take any action or fail to take (or
fail to cause to be taken) any action reasonably within its control and the
scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) cause any Trust
REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax
under the REMIC Provisions upon either Trust REMIC (including but not limited to
the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code) (either such event, an "Adverse REMIC Event") unless such party receives
an Opinion of Counsel (at the expense of the party seeking to take such action
or, if such party fails to pay such expense, and such party determines that
taking such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of such party) to the effect that the contemplated action will not, with
respect to any Trust REMIC, cause any Trust REMIC to fail to qualify as a REMIC
or, unless such party (which is acceptable to the Trustee) determines that the
monetary expense to any Trust REMIC is not material and in its sole discretion
to indemnify (to the extent reasonably acceptable to the Trustee) the Trust Fund
against such tax, result in the imposition of such a tax. Wherever in this
Agreement a contemplated action may not be taken because the timing of such
action might result in the imposition of a tax on the Trust Fund, or may be
taken only pursuant to an Opinion of Counsel that such action would impose a tax
on the Trust Fund, such action may nonetheless be taken so long as (x) the
indemnity given in the preceding sentence with respect to any taxes that might
be imposed on the Trust Fund has been given and (y) all other preconditions to
the taking of such action have been satisfied. The Trustee shall not take any
action (whether or not authorized hereunder) as to which the Master Servicer has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to the Trust Fund or its
assets, or causing the Trust Fund to take any action, which is not expressly
permitted under the terms of this Agreement, each of the parties hereto will
consult with the Trustee or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to any
Trust REMIC, and such party shall not take any such action, or cause the Trust
Fund to take any such action, as to which the Trustee has advised it in writing
that an Adverse REMIC Event could occur. The Trustee may consult with counsel to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement. At all
times as may be required by the Code, the Trustee will to the extent within its
control and the scope of its duties as specifically set forth herein, maintain
substantially all of the assets of the Trust Fund as "qualified mortgages" as
defined in Section 860G(a)(3) of the Code and "permitted investments" as defined
in Section 860G(a)(5) of the Code.

            (g) In the event that any tax is imposed on "prohibited
transactions" of either Trust REMIC as defined in Section 860F(a)(2) of the
Code, on "net income from foreclosure property" of either Trust REMIC as defined
in Section 860G(c) of the Code, or any other tax is imposed by the Code or any
applicable provisions of state or local tax laws, such tax shall be charged (i)
to the Master Servicer, if such tax arises out of or results from a breach,
which breach constitutes negligence or willful misconduct of the Master
Servicer, by the Master Servicer of any of its obligations under this Agreement
and such breach is not caused by the breach of another party, (ii) to the
Trustee, if such tax arises out of or results from a breach by the Trustee of
any of its obligations under this Agreement and such breach is not caused by the
breach of another party, (iii) to a Special Servicer, if such tax arises out of
or results from a breach by the Special Servicer of any of its obligations under
this Agreement and such breach is not caused by the breach of another party and
(iv) otherwise, against amounts on deposit in the Collection Account, and on the
Distribution Date(s) following such reimbursement the aggregate of such taxes
shall be allocated in reduction of the Optimal Interest Distribution Amount on
each Class entitled thereto in the same manner as if such taxes constituted an
Uncovered Prepayment Interest Shortfall Amount.

            (h) The Trustee shall, for federal income tax purposes, maintain
books and records with respect to each of the Trust REMICs on a calendar year
and on an accrual basis or as otherwise may be required by the REMIC Provisions.

            (i) Following the Startup Day, none of the Master Servicer, the
Special Servicer or the Trustee shall accept any contributions of assets to
either Trust REMIC unless the Master Servicer, the Special Servicer and the
Trustee shall have received an Opinion of Counsel (at the expense of the party
seeking to make such contribution) to the effect that the inclusion of such
assets in either Trust REMIC will not cause any Trust REMIC to fail to qualify
as a REMIC at any time that any Certificates are outstanding or subject either
Trust REMIC created hereunder to any tax under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.

            (j) None of the Master Servicer, the Special Servicer or the Trustee
shall enter into any arrangement by which any Trust REMIC created hereunder will
receive a fee or other compensation for services nor, to the extent reasonably
within their control, permit any Trust REMIC to receive any income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.

            (k) For the purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" of the Uncertificated
Lower-Tier Interests and the Regular Certificates is the Rated Final
Distribution Date.

            (l) Within 30 days after the Closing Date, the Trustee shall obtain
a taxpayer identification number for each Trust REMIC on Form SS-4 and shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" (or applicable successor form) for the
Upper-Tier REMIC created hereunder.

            (m) None of the Trustee, the Master Servicer or the Special Servicer
shall sell or dispose of or substitute for any of the Loans (except in
connection with (i) the default, imminent default or foreclosure of a Loan,
including but not limited to, the acquisition or sale of a Mortgaged Property
acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of the Trust Fund created hereunder pursuant to Article X
of this Agreement or (iv) a purchase of Loans pursuant to Article II, Section
3.18 or Section 3.32 of this Agreement) nor acquire any assets for the Trust
Fund or either Trust REMIC, nor sell or dispose of any investments in the
Collection Account for gain, nor accept any contributions to any Trust REMIC
after the Closing Date, unless it has received an Opinion of Counsel (which
opinion shall be the expense of the Trust Fund) that such sale or disposition
will not affect adversely the status of either Trust REMIC as a REMIC or cause
either Trust REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.

            (n) The Depositor shall provide or cause to be provided to the
Trustee, within ten (10) days after the Closing Date, and thereafter on an
ongoing basis, all information or data requested by the Trustee that the Trustee
reasonably determines to be relevant for tax purposes as to the valuations and
Issue Prices of the Certificates, including without limitation, the price,
yield, original issue discount, issue premium and projected cash flow of the
Certificates. In addition, the Master Servicer, the Special Servicer and the
Depositor shall provide on a timely basis to the Trustee or its designee such
information with respect to the Trust Fund as is in its possession and
reasonably requested by the Trustee to enable it to perform its obligations
under this Section. The Trustee shall be entitled to rely conclusively upon all
such information so provided to it without recalculation or other investigation.

            (o) The Trustee shall be entitled to reasonable compensation and to
the reimbursement of its reasonable expenses incurred in the performance of its
duties under this Section 3.30 as may be agreed upon by the Trustee and the
Depositor; provided, however, that the Trustee shall pay out of its own funds,
without any right of reimbursement, any and all ordinary expenses of the Trust
Fund incurred in the performance of its duties under this Section but shall be
reimbursed, except as otherwise expressly provided for herein, by the Trust Fund
for any of its extraordinary expenses, including any taxes or tax-related
payments including any expenses involved in any tax examination, audit or
proceeding.

            Section 3.31 Master Servicer and Special Servicer May Own
Certificates. (a) The Master Servicer and any agent of the Master Servicer in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not the Master
Servicer or such agent, except with respect to Voting Rights, as set forth in
the definition of "Certificateholder."

            (b) The Special Servicer and any agent of the Special Servicer in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not the Special
Servicer or such agent, except with respect to Voting Rights, as set forth in
the definition of "Certificateholder."

            Section 3.32 Certain Matters with Respect to Loan Combinations. (a)
Prior to taking, or permitting the Master Servicer to take, any of the Specially
Designated Servicing Actions with respect to any Loan Combination or any related
REO Property (other than any CBA A/B Loan Pair or any related REO Property), the
Special Servicer shall provide notice of its intent to take or permit the taking
of such particular action, together with all information that the Special
Servicer considers to be material in connection with evaluating such particular
action, to: (i) the Directing Certificateholder and (ii) each of the Companion
Loan Holders and the Jefferson at Montfort B Loan Holder (each with respect to
the related Loan). Subject to the last paragraph of Section 3.32(b), for 10
Business Days following its receipt of any notice delivered by the Special
Servicer pursuant to the prior sentence (to the extent such period does not
delay the Special Servicer from taking any action that is in the best interests
of the Certificateholders, the Companion Loan Holders and the Jefferson at
Montfort B Loan Holder (as a collective whole) prior to the expiration of such
period), the Persons referred to in clause (i) of the prior sentence shall be
entitled to consult with and direct the Special Servicer regarding the proposed
action in accordance with Section 3.32(b) and the Persons referred to in clause
(ii) of the prior sentence shall be entitled to consult with and advise the
Special Servicer regarding the proposed action in accordance with the related
Intercreditor Agreement; provided, however, that with respect any (i) Mayfair
Mall Specially Designated Servicing Actions, the Directing Certificateholder
shall have the right to direct the Mayfair Mall Special Servicer regarding such
actions only if the Directing Certificateholder is part of the Mayfair Mall
Control Group and (ii) Stanford Shopping Center Specially Designated Servicing
Actions, the Directing Certificateholder shall have the right to direct the
Special Servicer regarding such actions only if the Directing Certificateholder
is part of the Stanford Shopping Center Control Group. Upon reasonable request
of any of the Persons referred to in clauses (i) and (ii) of the second
preceding sentence made within 10 Business Days following its receipt of any
notice delivered by the Special Servicer or the Mayfair Mall Special Servicer,
as the case may be, pursuant to the second preceding sentence, the Special
Servicer or the Mayfair Mall Special Servicer (as provided for in the Series
2003-C4 PSA), as the case may be, shall provide the requesting Person with any
additional information regarding the proposed action that is in the Special
Servicer's or the Mayfair Mall Special Servicer's, as the case may be,
possession or obtainable by the Special Servicer or Mayfair Mall Special
Servicer, as the case may be, with reasonable effort.

            (b) Subject to the last paragraph of this Section 3.32(b), the
Special Servicer shall not take, or consent to the Master Servicer's taking, any
of the Specially Designated Servicing Actions with respect to any Loan
Combination or any related REO Property as to which the Directing
Certificateholder (other than in the case of the Mayfair Mall Specially
Designated Servicing Actions and Stanford Shopping Center Specially Designated
Actions) and Persons constituting a Stanford Shopping Center Control Group, in
the case of any Stanford Shopping Center Specially Designated Servicing Actions,
have objected in writing within 10 Business Days of having been notified thereof
and having been provided with all information that such Persons have reasonably
requested with respect thereto promptly following receipt of the subject notice,
all in accordance with the related Intercreditor Agreement and Section 3.32(a)
hereof (it being understood and agreed that in the case of any Specially
Designated Servicing Actions if such written objection has not been received by
the Special Servicer within such 10-Business Day period, then the Companion Loan
Holders, their respective designees and representatives appointed in accordance
with the related Intercreditor Agreement and the Directing Certificateholder
shall be deemed to have approved the taking of the subject Specially Designated
Servicing Action); provided that, in the event that the Special Servicer
determines that immediate action (in the case of any Loan Combination) is
necessary to protect the interests of the Certificateholders, any Companion Loan
Holder and the Jefferson at Montfort B Loan Holder (as a collective whole), the
Special Servicer may take, or consent to the Master Servicer's taking, a
Specially Designated Servicing Action with respect to any Loan Combination or
any related REO Property without waiting for the response of the Directing
Certificateholder, any Companion Loan Holder or the Jefferson at Montfort B Loan
Holder.

            In addition, subject to the last paragraph of this Section 3.32(b),
Persons constituting a Stanford Shopping Center Control Group may direct the
Special Servicer to take, or to refrain from taking, any actions with respect to
the servicing and/or administration of the Stanford Shopping Center Total Loan
(if such loans are Specially Serviced Loans) or any related REO Property as such
Persons may deem advisable or as to which provision is otherwise made herein.
Upon reasonable request, the Special Servicer shall provide any Person that
could constitute part of a Stanford Shopping Center Control Group in respect of
the matters contemplated by this paragraph with any information in the Special
Servicer's possession with respect to such matters, including its reasons for
determining to take a proposed action.

            With respect to the matters contemplated by this Section 3.32(b) and
the corresponding provisions of the related Intercreditor Agreement, the
Directing Certificateholder is hereby designated, on behalf of the Trust Fund,
as holder of the Jefferson at Montfort Loan, Mayfair Mall Loan, Mall at
Fairfield Commons Loan and Stanford Shopping Center Loan to exercise the rights
of the holder of such Loan or any successor REO Loan with respect thereto and
with respect to the Stanford Shopping Center Loan and the Mayfair Mall Loan to
constitute part of a Stanford Shopping Center Control Group or Mayfair Mall
Control Group, respectively.

            Notwithstanding the foregoing, no advice, direction or objection of
any Directing Certificateholder, any Companion Loan Holder, the Jefferson at
Montofort B Loan Holder or the Stanford Shopping Center Control Group
contemplated by Section 3.32(a) or this Section 3.32(b) shall (i) require or
cause the Special Servicer or the Master Servicer to violate the terms of any
Loan Combination, any Intercreditor Agreement or any other related
intercreditor, co-lender or similar agreement, applicable law or any provision
of this Agreement, including the Special Servicer's and Master Servicer's
obligation to act in accordance with the Servicing Standard and to maintain the
REMIC status of each Trust REMIC, or (ii) result in an Adverse REMIC Event with
respect to either REMIC, an Adverse Grantor Trust Event with respect to the
Grantor Trust or any similar event with respect to a comparable tax arrangement
involving a Loan Combination, or (iii) expose the Master Servicer, the Special
Servicer, the Depositor, the CSFB Mortgage Loan Seller, the Trust Fund, the
Trustee or their Affiliates, officers, directors, employees or agents to any
claim, suit or liability, or (iv) materially expand the scope of the Special
Servicer's or the Master Servicer's responsibilities under this Agreement; and
the Special Servicer will neither follow any such advice, direction or objection
nor initiate any such actions.

            (c) Prior to entering into any modification of a Loan Combination,
other than any CBA A/B Loan Pair, that would materially affect the monetary
terms of the related Loan Combination, the Master Servicer or Special Servicer,
as applicable, shall provide the Directing Certificateholder, each related
Companion Loan Holder and the Jefferson at Montfort B Loan Holder with notice
thereof and with all information that the Master Servicer or Special Servicer,
as applicable, considers material, but in any case including a draft of the
agreement, if any, that sets forth such proposed modification. The Directing
Certificateholder and the related Companion Loan Holder, shall have the right to
purchase the Stanford Shopping Center Loan and the Mall at Fairfield Commons
Loan, the Jefferson at Montfort B Loan Holder shall have the right to purchase
the Jefferson at Montfort Loan and, if the Mayfair Mall Securitized Companion
Loan Holder has not purchased the Mayfair Mall Loan, the Directing
Certificateholder shall have the right to purchase the Mayfair Mall Loan, in
each case, at a price equal to the Purchase Price therefor by delivering notice
to the Master Servicer or Special Servicer, within five Business Days of receipt
of the materials described in the preceding sentence, that it intends to
exercise such purchase option (such purchase option to terminate at the end of
such five-Business Day period or, with respect to the Companion Loan Holder's
purchase option, upon its receipt of notice that the related A Loan will be
otherwise sold pursuant to this Agreement). In the event that it elects to
exercise such purchase option, the Directing Certificateholder, the related
Companion Loan Holder or the Jefferson at Montfort B Loan Holder, as applicable,
shall deliver such Purchase Price to the Master Servicer within three Business
Days of the end of the five-Business Day period contemplated by the preceding
sentence. The purchase option granted under this paragraph shall be in addition
to the purchase option granted pursuant to the next paragraph. In addition,
consistent with the Mayfair Mall Intercreditor Agreement, the Mall at Fairfield
Commons Intercreditor Agreement and the Stanford Shopping Center Intercreditor
Agreement, the Directing Certificateholder is hereby designated as the Person
(solely in its individual capacity, and not on behalf of the Trust) entitled to
exercise the purchase option of the holder of the Mayfair Mall Loan, Mall at
Fairfield Commons Loan and the Stanford Shopping Center Loan, respectively, with
respect to the Mayfair Mall Companion Loans, Mall at Fairfield Commons Companion
Loan and the Shopping Center Companion Loans, respectively, under circumstances
similar to those contemplated by the first sentence of this paragraph, and the
parties hereto shall reasonably cooperate in connection with any exercise of
that purchase option.

            The related Companion Loan Holder or the Jefferson at Montfort B
Loan Holder shall have the right, by written notice to the Master Servicer and
Special Servicer (a "Purchase Notice") delivered (a "Purchase Period") (i)
during any Cure Period (as defined below) or (ii) at any time the related Loan
Combination is a Specially Serviced Loan (provided that such Loan Combination is
then in default or a default with respect thereto is reasonably foreseeable) to
purchase the related A Loan in whole but not in part at the Purchase Price. Upon
the delivery of a Purchase Notice to the Master Servicer and Special Servicer,
the Special Servicer shall, on behalf of the Trust Fund, sell (and the party
exercising the purchase option shall purchase) the related Loan at the Purchase
Price, on a date (the "Purchase Date") not less than five Business Days nor more
than 10 Business Days after the date of the Purchase Notice, as shall be
established by the Special Servicer. The Purchase Price shall be calculated by
the Special Servicer, three Business Days prior to the Purchase Date and shall,
absent manifest error, be binding upon the purchasing party. The right of the
Companion Loan Holder and the Jefferson at Montfort B Loan Holder to purchase
the related Loan under the first sentence of this paragraph shall automatically
terminate upon the earlier of (a) the expiration of the applicable Purchase
Period or (b) a foreclosure sale, sale by power of sale or delivery of a deed in
lieu of foreclosure with respect to the related Mortgaged Property. In addition,
consistent with the related Intercreditor Agreement, the Directing
Certificateholder is hereby designated as the Person (solely in its individual
capacity, and not on behalf of the Trust) entitled to exercise the purchase
option of the holder of the Mayfair Mall Loan, Mall at Fairfield Commons Loan
and the Stanford Shopping Center Loan with respect to the Mayfair Mall Companion
Loans, Mall at Fairfield Commons Companion Loan and the Shopping Center
Companion Loans, respectively, under circumstances similar to those contemplated
by the first sentence of this paragraph, and the parties hereto shall reasonably
cooperate in connection with any exercise of that purchase option.

            Notwithstanding the foregoing, the right of the Directing
Certificateholder to purchase the Stanford Shopping Center Loan under either of
the two preceding paragraphs shall automatically terminate upon any purchase of
the Stanford Shopping Center Loan pursuant to Section 3.18.

            The parties hereto acknowledge the purchase options of the
respective Companion Loan Holders and the Jefferson at Montfort B Loan Holder
(and/or their respective designees and/or representatives) in respect of the
Mayfair Mall Loan, Stanford Shopping Center Loan, Jefferson at Montfort Loan and
the Mall at Fairfield Commons Loan, as applicable, pursuant to related
Intercreditor Agreement. Upon its receipt of any notice from a Companion Loan
Holder or the Jefferson at Montfort B Loan Holder or its designee expressing an
intent to exercise any such purchase option, each party hereto shall promptly
forward a copy of such notice to the Directing Certificateholder.

            In connection with any purchase of any Loan Combination pursuant to
or as contemplated by this Section 3.32(c), each of the Master Servicer and the
Special Servicer shall: (i) if it receives the related Purchase Price and/or any
other amounts payable in connection with the purchase, deposit the same in the
Collection Account or the Companion Loan Custodial Account, as applicable, and
so notify the Trustee; and (ii) deliver the related Servicing File to the Person
effecting the purchase or its designee. In addition, upon its receipt of notice
that the related Purchase Price has been received and deposited in the
Collection Account, the Trustee shall: (i) deliver the Mortgage File to the
Person effecting the purchase or its designee; and (ii) execute and deliver such
endorsements, assignments and instruments of transfer as are necessary to
transfer to the Person effecting the purchase of the related Loan and the
related Loan Documents, without recourse, representations or warranties.

            (d) The Master Servicer or the Special Servicer, as applicable,
based on their respective responsibilities, shall deliver to Directing
Certificateholder, each Companion Loan Holder and the Jefferson at Montfort B
Loan Holder notice of any monetary or non-monetary default with respect to the
related Loan Combination promptly after a Servicing Officer of the Master
Servicer or the Special Servicer, as applicable, becomes aware of such default.
Upon receipt of such notice, the Directing Certificateholder, a Companion Loan
Holder or the Jefferson at Montfort B Loan Holder (or any designee or
representative thereof appointed pursuant to the related Intercreditor
Agreement) shall have the right to cure defaults (each such cure a "Cure Event")
with respect to the related Loan Combination, which (in the case of monetary
defaults) shall include the obligation to reimburse any related Advances with
interest thereon, within five Business Days of receipt of notice with respect to
a monetary default and within 30 days of receipt of notice with respect to a
non-monetary default following the date of such notice (such period, the "Cure
Period" and, any payments made to effect any such cure, "Cure Payments"), in any
event as and to the extent permitted under, and subject to the limitations and
requirements imposed by the related Intercreditor Agreement. For purposes of
effecting Cure Events with respect to the related Companion Loan, the Directing
Certificateholder shall be deemed the designee of the Trust Fund, as holder of
the related A Loan in the subject Loan Combination, pursuant to the related
Intercreditor Agreement, but only in its individual capacity and not on behalf
of the Trust Fund. Notwithstanding the foregoing, the making of a Cure Payment
by any Person entitled to do so shall not act as a waiver of any amounts due
under the Loan Documents by the related Borrower.

            (e) Any decisions made by the Master Servicer or Special Servicer,
as applicable, with respect to any Loan Combination pursuant to and in
accordance with the Servicing Standard and the other provisions of this
Agreement shall automatically be deemed to be reasonably exercised for purposes
of this Section 3.32 and this Agreement.

            (f) The Master Servicer and the Special Servicer each shall provide
to each Companion Loan Holder and Jefferson at Montfort B Loan Holder or its
designee, with respect to its Companion Loan or B Loan or any related REO
Property, the same reports, documents and other information that the Master
Servicer or the Special Servicer, as the case may be, provides to the Trustee
with respect to the related Loan or any related REO Property, and on a
concurrent basis. The Trustee, the Master Servicer and the Special Servicer each
shall provide to each Companion Loan Holder and the Jefferson at Montfort B Loan
Holder or its designee, with respect to its Companion Loan or B Loan or any
related REO Property, the same reports, documents and other information that the
Trustee, the Master Servicer or the Special Servicer, as the case may be,
provides to the Directing Certificateholder with respect to the related Loan or
any related REO Property, and on a concurrent basis; provided, that with respect
to the Mall at Fairfield Commons Total Loan, the Master Servicer shall prepare
and deliver reports to the Series 2003-KEY1 Master Servicer based on the
"Collection Period" under the Series 2003-KEY1 PSA. In addition, the Trustee,
the Master Servicer or the Special Servicer, as applicable, shall, upon receipt
of a written request, provide to each Companion Loan Holder and Jefferson at
Montfort B Loan Holder or its designee (at such holder's cost) all other
reports, documents and information that such holder or its designee may
reasonably request with respect to its Companion Loan or B Loan or any related
REO Property; provided, however, that in no event will a B Loan Holder be
provided with any Fair Value calculation in respect of the related A Loan.
Notwithstanding the foregoing, none of the Trustee, the Master Servicer or the
Special Servicer shall be required to deliver to any Companion Loan Holder or
the Jefferson at Montfort B Loan Holder or its designee any particular report,
document or other information pursuant to this Section 3.32(f) if and to the
extent that (but only if and to the extent that) such particular report,
document or other information is otherwise delivered to such Companion Loan
Holder or such Jefferson at Montfort B Loan Holder within the same time period
contemplated by this Section 3.32(f) pursuant to any other section of this
Agreement.

            (g) Each of the rights of the respective Companion Loan Holders
under or contemplated by this Section 3.32 shall be assignable to, and/or
exercisable by, a designee thereof; provided that the Master Servicer, the
Special Servicer and the Trustee are provided with written notice by the
assignor of such assignment (upon which such party may conclusively rely) and
the contact details of the assignee.

            (h) (1) Persons constituting a Stanford Shopping Center Control
Group shall be entitled to terminate the rights and obligations of the Special
Servicer under this Agreement, with or without cause, solely in respect of the
Stanford Shopping Center Total Loan and/or any related REO Property, (2) with
respect to the Mall at Fairfield Commons Total Loan, the Mall at Fairfield
Commons Companion Lender shall be entitled to terminate the rights and
obligations of the Special Servicer under this Agreement, solely upon an Event
of Default of such Special Servicer and solely if the Directing
Certificateholder has not already terminated the Special Servicer subsequent to
and based on such Event of Default, solely in respect of the Mall at Fairfield
Commons Total Loan and/or any related REO Property, and (3) with respect to the
Jefferson at Montfort Total Loan, the Jefferson at Montfort B Loan Holder shall
be entitled to terminate the rights and obligations of the Special Servicer
under this Agreement, solely upon an Event of Default of such Special Servicer
and solely if the Directing Certificateholder has not already terminated the
Special Servicer subsequent to and based on such Event of Default, solely in
respect of the Jefferson at Montfort Total Loan and/or any related REO Property,
upon 10 Business Days prior written notice to the Master Servicer, the Special
Servicer and the Trustee, which shall, if the termination of the Special
Servicer is for cause, set forth the Event of Default which gave rise to such
termination, and to appoint a successor Special Servicer; provided, that the
Directing Certificateholder shall have the right to replace the replacement
Special Servicer of the Jefferson at Montfort Total Loan appointed by the
Jefferson at Montfort B Loan Holder so long as such replacement is not the
defaulting Special Servicer that the Jefferson at Montfort B Loan Holder
terminated; provided, however, that in any case (i) such successor shall meet
the requirements set forth in Section 7.02, (ii) as evidenced in writing by each
of the Rating Agencies, the proposed replacement of the Special Servicer shall
not, in and of itself, result in a downgrading, withdrawal or qualification of
the then-current ratings provided by the Rating Agencies with respect to any
Class of then outstanding Certificates that is rated, and (iii) the Trustee
shall have received an Opinion of Counsel (which shall not be an expense of the
Trustee or the Trust) substantially to the effect that (1) the removal of such
terminated Special Servicer and/or the appointment of the Person designated to
serve as successor thereto is in compliance with this Section 3.32(h) and (2)
such designated Person is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization. Any Special Servicer
terminated pursuant to this Section 3.32(h) shall be deemed to have been so
terminated simultaneously with the designated successor's becoming such Special
Servicer hereunder; provided that (i) the terminated Special Servicer shall be
entitled to receive, in connection with its termination, payment out of the
Collection Account and, if and to the extent applicable, the Stanford Shopping
Center Custodial Account of all of its accrued and unpaid Special Servicing Fees
in respect of the Stanford Shopping Center Total Loan and/or any related REO
Property, and reimbursement from the successor to such terminated Special
Servicer of all outstanding Servicing Advances made by such terminated Special
Servicer in respect of the Stanford Shopping Center Total Loan and/or any
related REO Property and all unpaid interest on Advances accrued on such
outstanding Servicing Advances (in which case the successor to such terminated
Special Servicer shall be deemed to have made such Servicing Advances at the
same time that such terminated Special Servicer had actually made them), (ii)
such terminated Special Servicer shall thereafter be entitled to any Workout
Fees in respect of the Stanford Shopping Center Total Loan, as and to the extent
expressly permitted by Section 3.11(b), and (iii) such terminated Special
Servicer shall continue to be entitled to the benefits of Section 6.03,
notwithstanding any such termination; and provided, further, that such
terminated Special Servicer shall continue to be obligated to pay (and entitled
to receive) all other amounts accrued to (or owing by) it under this Agreement
on or prior to the effective date of such termination. Such terminated Special
Servicer shall cooperate with the Trustee and the replacement to such terminated
Special Servicer in effecting the transfer of such terminated Special Servicer's
responsibilities and rights hereunder to its successor, including the transfer
within two Business Days of its termination becoming effective pursuant to this
Section 3.32(h), to the replacement to such terminated Special Servicer for
administration by it of all cash amounts that at the time are or should have
been credited by such terminated Special Servicer to the REO Account or to any
Servicing Account or should have been delivered to the Master Servicer or that
are thereafter received by or on behalf of such terminated Special Servicer, in
any event with respect to the Stanford Shopping Center Total Loan or any related
REO Property. No penalty or fee shall be payable to the Special Servicer with
respect to any termination pursuant to this Section 3.32(h). Any expenses of the
Trust as a result of any termination pursuant to this Section 3.32(h) shall be
paid by the Persons who effected such termination.

            With respect to the matters contemplated by this Section 3.32(h) and
Section 3.1.3 of the Stanford Shopping Center Intercreditor Agreement, the
Directing Certificateholder is hereby designated, on behalf of the Trust Fund,
as holder of the Stanford Shopping Center Loan, to exercise the rights of the
holder of the Stanford Shopping Center Loan or any successor REO Loan with
respect thereto and to constitute part of a Stanford Shopping Center Control
Group.

            (i) If the Directing Certificateholder or any Companion Loan Holder
purchases any Loan Combination pursuant to Section 3.32(c), or if any Person
purchases the related A Loan as a Defaulted Loan pursuant to Section 3.18, then
the Person effecting the purchase must also pay and/or reimburse to the Master
Servicer, the Special Servicer, the Trustee and the Depositor the respective
amounts due and owing to them hereunder with respect to the related Companion
Loans and that, pursuant to the related Intercreditor Agreement, would otherwise
have been payable out of future collections on the related Companion Loans.
Notwithstanding anything herein to the contrary, any such purchase shall be
subject to such reimbursements.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

            Section 4.01 Distributions. (a) On each Distribution Date prior to
the date on which the Certificate Balance of the last outstanding Class of
Subordinate Certificates has been reduced to zero, to the extent of the
Available Distribution Amount for such Distribution Date, the Trustee shall
transfer or be deemed to transfer such amounts from the Lower-Tier Distribution
Account to the Upper-Tier Distribution Account in the amounts and priorities set
forth in Section 4.01(b) with respect to each Class of Uncertificated Lower-Tier
Interests, and immediately thereafter, shall make distributions in the following
order of priority, satisfying in full, to the extent required and possible, each
priority before making any distribution with respect to any succeeding priority
from the relevant portion of the Available Distribution Amount:

            (i) concurrently, (i) from that portion of the Available
      Distribution Amount attributable to Loan Group No. 1, to the Class A-1,
      Class A-2, Class A-3 and Class A-4, Certificates, pro rata, up to the
      Optimal Interest Distribution Amounts for each such Class for such
      Distribution Date, (ii) from that portion of the Available Distribution
      Amount attributable to Loan Group No. 2, to the Class A-1-A Certificates,
      up to the Optimal Interest Distribution Amount for such Class for such
      Distribution Date and (iii) from the entire Available Distribution Amount,
      to the Class A-X and Class A-SP, pro rata, up to the Optimal Interest
      Distribution Amounts for each such Class for such Distribution Date;

            (ii) to the Class A-1, Class A-2, Class A-3, Class A-4 and Class
      A-1-A Certificates, in reduction of the Certificate Balances thereof, an
      amount up to the Principal Distribution Amount for such Distribution Date,
      in the following order of priority:

            First, to the Class A-1-A Certificates, equal to the portion of the
      Principal Distribution Amount that is attributable to Loan Group No. 2,
      until the Certificate Balance thereof has been reduced to zero;

            Second, to the Class A-1 Certificates, until the Certificate Balance
      thereof has been reduced to zero (net of any portion thereof distributed
      on such Distribution Date to the Holders of the Class A-1-A Certificates
      pursuant to subclause first of this clause (ii));

            Third, to the Class A-2 Certificates, until the Certificate Balance
      thereof has been reduced to zero (net of any portion thereof distributed
      on such Distribution Date to the Holders of the Class A-1-A and Class A-1
      Certificates pursuant to a prior subclause of this clause (ii));

            Fourth, to the Class A-3 Certificates, until the Certificate Balance
      thereof has been reduced to zero (net of any portion thereof distributed
      on such Distribution Date to the Holders of the Class A-1-A, Class A-1 and
      Class A-2 Certificates pursuant to a prior subclause of this clause (ii));

            Fifth, to the Class A-4 Certificates, until the Certificate Balance
      thereof has been reduced to zero (net of any portion thereof distributed
      on such Distribution Date to the Holders of the Class A-1-A, Class A-1,
      Class A-2 and Class A-3 Certificates pursuant to a prior subclause of this
      clause (ii)); and

            Sixth, to the Class A-1-A Certificates, until the Certificate
      Balance thereof has been reduced to zero (net of any distribution of
      principal made with respect to the Class A-1-A Certificates on such
      Distibution Date pursuant to subclause first of this clause (ii), up to an
      amount equal to the entire Principal Distribution Amount for such
      Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of the Class A-1-A, Class A-1, Class A-2,
      Class A-3 and Class A-4 Certificates pursuant to a prior subclause of this
      clause (ii));

            provided, however, that, notwithstanding the immediately preceding
      subclauses First through Sixth, on each Distribution Date coinciding with
      or following the Senior Principal Distribution Cross-Over Date, and in any
      event on the Final Distribution Date, the Trustee shall make distributions
      of principal to the Holders of the Class A-1-A, Class A-1, Class A-2,
      Class A-3 and Class A-4 Certificates, on a pro rata basis, in accordance
      with the respective Certificate Balances of those Classes outstanding
      immediately prior to such Distribution Date, until the Certificate Balance
      of each such Class has been reduced to zero, in an aggregate amount equal
      to the entire Principal Distribution Amount for such Distribution Date;

            (iii) to the Class A-1, Class A-2, Class A-3, Class A-4 and Class
      A-1-A Certificates, pro rata (based on the aggregate unreimbursed
      Collateral Support Deficit previously allocated to each such Class), until
      all amounts of such Collateral Support Deficit previously allocated to
      such Classes, but not previously reimbursed, have been reimbursed in full;

            (iv) to the Class B Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (v) to the Class B Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (vi) to the Class B Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class B Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (vii) to the Class C Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (viii) to the Class C Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (ix) to the Class C Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class C Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (x) to the Class D Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xi) to the Class D Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xii) to the Class D Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class D Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xiii) the Class E Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xiv) to the Class E Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xv) to the Class E Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class E Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xvi) to the Class F Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xvii) to the Class F Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xviii) to the Class F Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class F Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xix) to the Class G Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xx) to the Class G Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxi) to the Class G Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class G Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxii) to the Class H Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxiii) to the Class H Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxiv) to the Class H Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class H Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxv) to the Class J Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xxvi) to the Class J Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxvii) to the Class J Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class J Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxviii) to the Class K Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxix) to the Class K Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxx) to the Class K Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class K Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxxi) to the Class L Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxii) to the Class L Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxxiii) to the Class L Certificates, until all amounts of
      Collateral Support Deficit previously allocated to the Class L
      Certificates, but not previously reimbursed, have been reimbursed in full;

            (xxxiv) to the Class M Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxv) to the Class M Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxxvi) to the Class M Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class M Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxxvii) to the Class N Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxviii) to the Class N Certificates, in reduction of the
      Certificate Balance thereof, an amount up to the Remaining Principal
      Distribution Amount for such Distribution Date until such Certificate
      Balance has been reduced to zero;

            (xxxix) to the Class N Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class N Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xl) to the Class O Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xli) to the Class O Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlii) to the Class O Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class O Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xliii) to the Class P Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xliv) to the Class P Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlv) to the Class P Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class O Certificates, but not
      previously reimbursed, have been reimbursed in full; and

            (xlvi) to the Class R Certificates, the amount, if any, remaining in
      the Upper-Tier Distribution Account after all other distributions pursuant
      to this Section 4.01(a) and Section 4.01(e).

            Notwithstanding the foregoing, on each Distribution Date occurring
on or after the date on which the Certificate Balance of the last outstanding
Class of Subordinate Certificates has been reduced to zero, the Trustee shall
apply amounts on deposit in the Upper-Tier Distribution Account in the following
order of priority: (i) concurrently, to the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-1-A, Class A-X and Class A-SP Certificates, pro rata, in
respect of the Optimal Interest Amount allocable to each such Class; (ii) to the
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-1-A Certificates, pro
rata in reduction of the Certificate Balances thereof, until the Certificate
Balance of each such Class has been reduced to zero; and (iii) to the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-1-A Certificates, pro rata (based on
the aggregate unreimbursed Collateral Support Deficit previously allocated to
such Class) until all amounts of such Collateral Support Deficit previously
allocated to such Classes but not previously reimbursed have been reimbursed in
full.

            (b) On each Distribution Date, each Uncertificated Lower-Tier
Interest shall be deemed to receive distributions from the Lower-Tier
Distribution Account in respect of principal or reimbursement of Collateral
Support Deficit in an amount equal to the amount of principal or reimbursement
of Collateral Support Deficit distributable to such Uncertificated Lower-Tier
Interest's respective Class of Corresponding Certificates as provided in Section
4.01(a).

            On each Distribution Date, where more than one Class of
Uncertificated Lower-Tier Interests relates to a particular Class of
Certificates, each such Class of Uncertificated Lower-Tier Interests shall be
deemed to receive principal distributions in the aggregate amount distributed to
the corresponding Certificates in numerical order (e.g., first, to LA-1-1,
second, to LA-1-2 and then to LA-1-3) until each Uncertificated Lower-Tier
Interest is reduced to zero.

            During each Interest Accrual Period, each Uncertificated Lower-Tier
Interest shall accrue interest in an amount equal to the product of the
Lower-Tier Principal Amount of each such Uncertificated Lower-Tier Interest and
the Weighted Average Net Mortgage Rate. On each Distribution Date, each
Uncertificated Lower-Tier Interest shall be deemed to receive distributions in
respect of interest in an amount equal to the sum of (i) the amount of interest
that will actually be distributed in respect of such Uncertificated Lower-Tier
Interest's Corresponding Certificates (provided, that the interest distributed
in respect of the Class A-1 Certificates shall be allocated to the Class LA-1-1,
the Class LA-1-2 and Class LA-1-3 Uncertificated Interests, pro rata, based on
interest accrued; the interest distributed in respect of the Class A-2
Certificates shall be allocated to the Class LA-2-1, Class LA-2-2 and Class
LA-2-3 Uncertificated Interests, pro rata based on interest accrued; the
interest distributed in respect of the Class A-3 Certificates shall be allocated
to the Class LA-3-1 and Class LA-3-2 Uncertificated Interests, pro rata based on
interest accrued; the interest distributed in respect of the Class A-4
Certificates shall be allocated to the Class LA-4-1, Class LA-4-2 and Class
LA-4-3 Uncertificated Interests, pro rata based on interest accrued; the
interest distributed in respect of the Class A-1-A Certificates shall be
allocated to the Class LA-1-A-1, Class LA-1-A-2, Class LA-1-A-3, Class LA-1-A-4,
Class LA-1-A-5, Class LA-1-A-6, Class LA-1-A-7 and Class LA-1-A-8 Uncertificated
Interests, pro rata based on interest accrued; the interest distributed in
respect of the Class D Certificates shall be allocated to the Class LD-1 and
Class LD-2 Uncertificated Interests, pro rata based on interest accrued; and the
interest distributed in respect of the Class E Certificates shall be allocated
to the Class LE-1 and Class LE-2 Uncertificated Interests,) and (ii) the amount
of interest that will actually be distributed in respect of such Uncertificated
Lower-Tier Interest's corresponding Class A-X Component and, if applicable,
Class A-SP Component. In all events, the amount accrued in respect of each
Uncertificated Lower-Tier Interest less Uncovered Prepayment Interest Shortfalls
allocated thereto pursuant to Section 4.01(j) and less the amount actually
distributed in respect of such Uncertificated Lower-Tier Interests shall equal
the sum of (i) the Interest Shortfall Amount allocated to such Uncertificated
Lower-Tier Interest's Corresponding Certificates (allocated pro rata to the
Class LA-1-1, Class LA-1-2 and Class LA-1-3 Uncertificated Interests, in the
case of the Class A-1 Certificates; to the Class LA-2-1, Class LA-2-2 and Class
LA-2-3 Uncertificated Interests, in the case of the Class A-2 Certificates; to
the Class LA-3-1 and Class LA-3-2 Uncertificated Interests, in the case of the
Class A-3 Certificates; to the Class LA-4-1, LA-4-2 and Class LA-4-3
Uncertificated Interests, in the case of the Class A-4 Certificates; to the
Class LA-1-A-1, Class LA-1-A-2, Class LA-1-A-3, Class LA-1-A-4, Class LA-1-A-5,
Class LA-1-A-6, Class LA-1-A-7 and Class LA-1-A-8 Uncertificated Interests, in
the case of the Class A-1-A Certificates; to the Class LD-1 and Class LD-2
Uncertificated Interests, in the case of the Class D Certificates; and to the
Class LE-1 and Class LE-2 Uncertificated Interests, in the case of the Class E
Certificates;, based on their Interest Shortfall Amounts) and (ii) the Interest
Shortfall Amount allocated to the Corresponding Components of the Class A-X or
Class A-SP Certificates and attributable to such Uncertificated Lower-Tier
Interest. Any amounts remaining in the Lower-Tier Distribution Account after
payment to the Uncertificated Lower-Tier Interests pursuant to this Section
4.01(b) and Section 4.01(d) and payment of expenses of the Trust Fund shall be
distributed to the Class LR Certificates.

            As of any date, payments of principal in respect of the Loans and
the Collateral Support Deficit shall be allocated to the Uncertificated
Lower-Tier Interests such that the Lower-Tier Principal Amount after application
of any Collateral Support Deficit of each Uncertificated Lower-Tier Interest
less the cumulative amount of Collateral Support Deficit allocated to such
Uncertificated Lower-Tier Interest equals the Certificate Balance of the
Corresponding Certificates after the application of any Collateral Support
Deficit with respect thereto and the cumulative amount of Collateral Support
Deficit allocated to such Class of Corresponding Certificates; provided, that

            (i) with respect to the Class A-1 Certificates, (A) the Lower-Tier
      Principal Amount of the Class LA-1-1 Uncertificated Interest shall be the
      lesser of $10,407,000 and the Class Principal Balance of the Class A-1
      Certificates minus $72,258,000 but not less than zero, (B) the Lower-Tier
      Principal Amount of the Class LA-1-2 Uncertificated Interest shall be the
      lesser of $44,410,000 and the Class Principal Balance of the Class A-1
      Certificates minus $27,848,000 but not less than zero, and (C) the
      Lower-Tier Principal Amount of the Class LA-1-3 Uncertificated Interest
      shall be the lesser of $27,848,000 and the Class Principal Balance of the
      Class A-1 Certificates, in each case reduced by any Collateral Support
      Deficit allocated to the Class A-1 Certificates, first, to the Class
      LA-1-1 Uncertificated Interest, then the Class LA-1-2 Uncertificated
      Interest and then the Class LA-1-3 Uncertificated Interest;

            (ii) with respect to the Class A-2 Certificates, (A) the Lower-Tier
      Principal Amount for the Class LA-2-1 Uncertificated Interest shall be the
      lesser of $16,930,000 and the Class Principal Balance of the Class A-2
      Certificates minus $133,438,000 but not less than zero, (B) the Lower-Tier
      Principal Amount for the Class LA-2-2 Uncertificated Interest shall be the
      lesser of $68,999,000 and the Class Principal Balance of the Class A-2
      Certificates minus $64,439,000 but not less than zero, and (C) the
      Lower-Tier Principal Amount for the Class LA-2-3 Uncertificated Interest
      shall be the lesser of $64,439,000 and the Class Principal Balance of the
      Class A-2 Certificates, in each case reduced by any Collateral Support
      Deficit allocated to the Class A-2 Certificates, first, to the Class
      LA-2-1 Uncertificated Interest, then the Class LA-2-2 Uncertificated
      Interest and then the Class LA-2-3 Uncertificated Interest;

            (iii) with respect to the Class A-3 Certificates, (A) the Lower-Tier
      Principal Amount for the Class LA-3-1 Uncertificated Interest shall be the
      lesser of $104,397,000 and the Class Principal Balance of the Class A-3
      Certificates minus $11,208,000 but not less than zero and (B) the
      Lower-Tier Principal Amount for the Class LA-3-2 Uncertificated Interest
      shall be the lesser of $11,208,000 and the Class Principal Balance of the
      Class A-3 Certificates, in each case reduced by any Collateral Support
      Deficit allocated to the Class A-3 Certificates, first, to the Class
      LA-3-1 and then the Class LA-3-2 Uncertificated Interest;

            (iv) with respect to the Class A-4 Certificates, (A) the Lower-Tier
      Principal Amount for the Class LA-4-1 Uncertificated Interest shall be the
      lesser of $20,614,000 and the Class Principal Balance of the Class A-4
      Certificates minus $349,660,000 but not less than zero, (B) the Lower-Tier
      Principal Amount for the Class LA-4-2 Uncertificated Interest shall be the
      lesser of $40,320,000 and the Class Principal Balance of the Class A-4
      Certificates minus $309,340,000 but not less than zero and (C) the
      Lower-Tier Principal Amount for the Class LA-4-3 Uncertificated Interest
      shall be the lesser of $309,340,000 and the Class Principal Balance of the
      Class A-4 Certificates, in each case reduced by any Collateral Support
      Deficit allocated to the Class A-4 Certificates, first, to the Class
      LA-4-1 Uncertificated Interest, then the Class LA-4-2 Uncertificated
      Interest and then the Class LA-4-3 Uncertificated Interest;

            (v) with respect to the Class A-1-A Certificates, (A) the Lower-Tier
      Principal Amount for the Class LA-1-A-1 Uncertificated Interest shall be
      the lesser of $3,678,000 and the Class Principal Balance of the Class
      A-1-A Certificates minus $336,871,000 but not less than zero, (B) the
      Lower-Tier Principal Amount for the Class LA-1-A-2 Uncertificated Interest
      shall be the lesser of $16,385,000 and the Class Principal Balance of the
      Class A-1-A Certificates minus $320,486,000 but not less than zero, (C)
      the Lower-Tier Principal Amount for the Class LA-1-A-3 Uncertificated
      Interest shall be the lesser of $16,900,000 and the Class Principal
      Balance of the Class A-1-A Certificates minus $303,586,000 but not less
      than zero, (D) the Lower-Tier Principal Amount for the Class LA-1-A-4
      Uncertificated Interest shall be the lesser of $32,043,000 and the Class
      Principal Balance of the Class A-1-A Certificates minus $271,543,000 but
      not less than zero, (E) the Lower-Tier Principal Amount for the Class
      LA-1-A-5 Uncertificated Interest shall be the lesser of $51,260,000 and
      the Class Principal Balance of the Class A-4 Certificates minus
      $220,283,000 but not less than zero, (F) the Lower-Tier Principal Amount
      for the Class LA-1-A-6 Uncertificated Interest shall be the lesser of
      $11,675,000 and the Class Principal Balance of the Class A-1-A
      Certificates minus $208,608,000 but not less than zero, (G) the Lower-Tier
      Principal Amount for the Class LA-1-A-7 Uncertificated Interest shall be
      the lesser of $11,334,000 and the Class Principal Balance of the Class
      A-1-A Certificates minus $197,274,000 but not less than zero and (H) the
      Lower-Tier Principal Amount for the Class LA-1-A-8 Uncertificated Interest
      shall be the lesser of $197,274,000 and the Class Principal Balance of the
      Class A-1-A Certificates, in each case reduced by any Collateral Support
      Deficit allocated to the Class A-1-A Certificates, first, to the Class
      LA-1-A-1 Uncertificated Interest, then the Class LA-1-A-2 Uncertificated
      Interest, Class LA-1-A-3 Uncertificated Interest, Class LA-1-A-4
      Uncertificated Interest, Class LA-1-A-5 Uncertificated Interest, Class
      LA-1-A-6 Uncertificated Interest, Class LA-1-A-7 Uncertificated Interest
      and then the Class LA-1-A-8 Uncertificated Interest;

            (vi) with respect to the Class D Certificates, (A) the Lower-Tier
      Principal Amount for the Class LD-1 Uncertificated Interest shall be the
      lesser of $7,235,000 and the Class Principal Balance of the Class D
      Certificates minus $24,297,000 but not less than zero and (B) the
      Lower-Tier Principal Amount for the Class LD-2 Uncertificated Interest
      shall be the lesser of $24,297,000 and the Class Principal Balance of the
      Class D Certificates, in each case reduced by any Collateral Support
      Deficit allocated to the Class D Certificates, first, to the Class LD-1
      Uncertificated Interest and then the Class LD-2 Uncertificated Interest;
      and

            (vii) with respect to the Class E Certificates, (A) the Lower-Tier
      Principal Amount for the Class LE-1 Uncertificated Interest shall be the
      lesser of $10,738,000 and the Class Principal Balance of the Class E
      Certificates minus $6,605,000 but not less than zero and (B) the
      Lower-Tier Principal Amount for the Class LE-2 Uncertificated Interest
      shall be the lesser of $6,605,000 and the Class Principal Balance of the
      Class E Certificates, in each case reduced by any Collateral Support
      Deficit allocated to the Class E Certificates, first, to the Class LE-1
      Uncertificated Interest and then the Class LE-2 Uncertificated Interest.

            Interest Shortfall Amounts allocated to the Class A-X and Class A-SP
Certificates shall be attributed to the Uncertificated Lower-Tier Interests to
the extent of their Related Components, pro rata, based on interest accrued on
such Components. Any amounts so allocated shall have the same seniority as
interest payments due on the Class A-X and Class A-SP Certificates. Prepayment
Interest Shortfalls shall be allocated to each Class of Uncertificated
Lower-Tier Interests pro rata on the basis of their respective interest
entitlements.

            The initial Lower-Tier Principal Amount of each Uncertificated
Lower-Tier Interest equals the respective Original Lower-Tier Principal Amount.

            (c) [Reserved].

            (d) On each Master Servicer Remittance Date, the Master Servicer
shall deposit all Yield Maintenance Charges in the Lower-Tier Distribution
Account for payment to the Uncertificated Lower-Tier Regular Interests. On each
Distribution Date, the Trustee shall withdraw from the Lower-Tier Distribution
Account an aggregate amount equal to all such Yield Maintenance Charges actually
collected on the Loans or any REO Loans during the related Due Period and shall
distribute such amount to the Uncertificated Lower-Tier Regular Interests, pro
rata in proportion to their outstanding Lower-Tier Principal Amounts.

            (e) On each Distribution Date, the Trustee shall withdraw any
amounts on deposit in the Upper-Tier Distribution Account that represent Yield
Maintenance Charges actually collected on Loans or REO Loans during the related
Due Period and remitted in respect of the Uncertificated Lower-Tier Interests
pursuant to Section 4.01(d), and shall distribute such amounts to the Class A-1,
Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class
A-1-A, Class F, Class G and Class H Certificates, in an amount equal to the
product of (a) a fraction whose numerator is the amount distributed as principal
to such Class on such Distribution Date, and whose denominator is the total
amount distributed as principal to the Class A-1, Class A-2, Class A-3, Class
A-3, Class A-4, Class B, Class C, Class D, Class E, Class A-1-A, Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P
Certificates on such Distribution Date, (b) the Base Interest Fraction for the
related Principal Prepayment and such Class of Certificates and (c) the
aggregate amount of Yield Maintenance Charges collected on such Principal
Prepayment during the related Due Period. Any Yield Maintenance Charges
collected during the related Due Period remaining after such distributions for
the first forty-one (41) Distribution Dates shall be distributed 97.50% to the
Holders of the Class A-X Certificates and if the Class A-SP Certificates are
still outstanding, 2.50% to the Holders of the Class A-SP Certificates,
otherwise entirely to the Holders of the Class A-X Certificates.

            On each Distribution Date, the Trustee shall withdraw any amounts on
deposit in the Upper-Tier Distribution Account that represent Static Prepayment
Premiums actually collected on Loans or REO Loans during the related Due Period
and remitted in respect of the Uncertificated Lower-Tier Interests pursuant to
Section 4.01(d), and shall distribute such amounts to the Class A-1, Class A-2,
Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class A-1-A, Class F,
Class G and Class H Certificates, in an amount equal to the product of (a) a
fraction whose numerator is the amount distributed as principal to such Class on
such Distribution Date, and whose denominator is the total amount distributed as
principal to the Class A-1, Class A-2, Class A-3, Class A-3, Class A-4, Class B,
Class C, Class D, Class E, Class A-1-A, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O and Class P Certificates on such
Distribution Date, (b) the Base Interest Fraction for the related Principal
Prepayment and such Class of Certificates and (c) the aggregate amount of Static
Prepayment Premiums collected on such Principal Prepayment during the related
Due Period. Any Static Prepayment Premiums collected during the related Due
Period remaining after such distributions shall be distributed to the Holders of
the Class A-X Certificates.

            Following the reduction of the Certificate Balances of the Class
A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class
A-1-A, Class F, Class G and Class H Certificates to zero, the Trustee shall
distribute to the Holders of the Class J, Class K, Class L, Class M, Class N,
Class O and Class P Certificates all Static Prepayment Premiums actually
received during the related Due Period with respect to the Loans and remitted in
respect of Uncertificated Lower-Tier Interests pursuant to Section 4.01(d).

            (f) On any applicable Distribution Date, (i) any Excess Interest
collected for such Distribution Date shall be distributed from the Excess
Interest Distribution Account to the Class V Certificates.

            (g) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise specifically provided in Sections 4.01(h), 4.01(i) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of record of the respective Class at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates)
or otherwise by check mailed to the address of such Certificateholder as it
appears in the Certificate Register. The final distribution on each Certificate
(determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to such Certificate) shall be made in like
manner, but only upon presentation and surrender of such Certificate at the
offices of the Trustee or such other location specified in the notice to
Certificateholders of such final distribution.

            Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Depositor, the Master Servicer, the Special Servicer, the Underwriters or the
Initial Purchasers shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law.

            (h) Except as otherwise provided in Section 9.01, whenever the
Trustee expects that the final distribution with respect to any Class of
Certificates (determined without regard to any possible future reimbursement of
any amount of Collateral Support Deficit previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Trustee shall,
thirty days prior to the final Distribution Date for such Class, post a notice
on the Website to the effect that no interest shall accrue on such Certificates
from and after such Distribution Date.

            Any funds not distributed to any Holder or Holders of Definitive
Certificates of any Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set
aside and held uninvested in trust and credited to the account or accounts of
the appropriate non-tendering Holder or Holders. If any Definitive Certificates
as to which notice has been given pursuant to this Section 4.01(g) shall not
have been surrendered for cancellation within six months after the time
specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Definitive Certificateholders to surrender their
Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Definitive
Certificates shall not have been surrendered for cancellation, the Trustee,
directly or through an agent, shall take such steps to contact the remaining
non-tendering Definitive Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding
such funds in trust and of contacting such Definitive Certificateholders
following the first anniversary of the delivery of such second notice to the
non-tendering Certificateholders shall be paid out of such funds. No interest
shall accrue or be payable to any Definitive Certificateholder on any amount
held in trust hereunder by the Trustee as a result of such Definitive
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(g).

            (i) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Regular Certificates shall be made in the amounts
and manner specified in Section 4.01(a) to the Holders of the respective Class
otherwise entitled to distributions of interest and principal on such Class on
the relevant Distribution Date; provided, however, that all distributions in
reimbursement of Collateral Support Deficit previously allocated to a Class of
Certificates which has since been retired shall be to the prior Holders that
surrendered the Certificates of such Class upon retirement thereof and shall be
made by check mailed to the address of each such prior Holder last shown in the
Certificate Register, and such amounts shall be deemed to have been distributed
from the Lower-Tier REMIC to the Upper-Tier REMIC in each case as such
Collateral Support Deficit was allocated to the Lower-Tier REMIC pursuant to
Section 4.04(c). Notice of any such distribution to a prior Holder shall be made
in accordance with Section 10.05 at such last address. The amount of the
distribution to each such prior Holder shall be based upon the aggregate
Percentage Interest evidenced by the Certificates surrendered thereby. If the
check mailed to any such prior Holder is returned uncashed, then the amount
thereof shall be set aside and held uninvested in trust for the benefit of such
prior Holder, and the Trustee shall attempt to contact such prior Holder in the
manner contemplated by Section 4.01(h) as if such Holder had failed to surrender
its Certificates.

            (j) Shortfalls in the Available Distribution Amount on any
Distribution Date resulting from Uncovered Prepayment Interest Shortfall Amounts
shall be allocated to each Class of Regular Certificates, pro rata, based on the
Accrued Certificate Interest Amount distributable to each such Class on such
Distribution Date. Uncovered Prepayment Interest Shortfall Amounts so allocated
to the Regular Certificates (in the case of the Class A-X and Class A-SP
Certificates, pro rata, to the related Components based on interest accrued)
shall be allocated to the Corresponding Uncertificated Lower-Tier Interests (and
pro rata to the Uncertificated Lower-Tier Interests that relate to the Class of
Regular Certificates that are allocated such Uncovered Prepayment Interest
Shortfall Amount, based on interest accrued).

            (k) Shortfalls in the Available Distribution Amount resulting from
unanticipated Trust Fund indemnification expenses incurred pursuant to Section
6.03 and Section 8.05 shall be allocated to the most subordinate Class of
Certificates then outstanding, until the Certificate Balance thereof equals
zero, and then to the next most subordinate Class of Certificate then
outstanding.

            Section 4.02 Statements to Certificateholders; Reports by Trustee;
Other Information Available to the Holders and Others. (a) On each Distribution
Date, based solely upon the information regarding the Loans delivered to the
Trustee by the Master Servicer, the Trustee shall prepare and make available,
and, upon request, forward, to any Privileged Person, Bloomberg, L.P., the Trepp
Group, Charter Research Corporation and Intex Solutions, a statement
substantially in the form of and containing the information set forth in,
Exhibit M hereto (the "Trustee Report"), detailing the distributions on such
Distribution Date and the performance, both in the aggregate and individually to
the extent available, of the Loans and the Mortgaged Properties; provided that
the Trustee need not deliver to any Privileged Person any Trustee Report that
has been made available to such Person via the Trustee's internet website as
provided below; and provided, further, that the Trustee has no affirmative
obligation to discover the identities of Certificate Owners and need only react
to Persons claiming to be Certificate Owners in accordance with Section 5.06;
and provided, further, that during any period that reports are required to be
filed with the Commission with respect to the Trust pursuant to Section 15(d) of
the Exchange Act, each recipient of the Trustee Report shall be deemed to have
agreed to keep confidential the information therein until such Trustee Report is
filed with the Commission.

            On each Distribution Date, the Trustee shall provide or make
available electronically (or, upon request, by first class mail) to each
Privileged Person each file and report comprising the CMSA Investor Reporting
Package and any other report at the direction of the Depositor, to the extent
received by the Trustee since the prior Distribution Date (or, in the case of
the initial Distribution Date, since the Closing Date); provided that during any
period that reports are required to be filed with the Commission with respect to
the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of such
files and reports shall be deemed to have agreed to keep confidential the
information in any such file or report until such particular file or report is
filed with the Commission.

            The Trustee shall have no obligation to provide the information or
reports described in this Section 4.02(a) until it has received the requisite
information or reports from the Master Servicer provided for herein, and the
Trustee shall not be in default hereunder due to a delay in providing the
Certificateholder Reports caused by a Master Servicer's or Special Servicer's
failure to timely deliver any information or reports hereunder. None of the
Master Servicer, the Special Servicer or the Trustee shall be responsible for
the accuracy or completeness of any information supplied to it by a Borrower,
each other or a third party, and accepted by it in good faith, that is included
in any reports, statements, materials or information prepared or provided by the
Master Servicer, the Special Servicer or the Trustee, as applicable. None of the
Trustee, the Master Servicer or the Special Servicer shall have any obligation
to verify the accuracy or completeness of any information provided by a
Borrower, a third party or each other.

            The Trustee shall make available each month, to the general public,
the related Trustee Report via its internet website initially located at
"www.ctslink.com/cmbs". In addition, the Trustee shall make available each
month, via its internet website on a restricted basis solely to Privileged
Persons, (i) the Unrestricted Master Servicer Reports, (ii) the CMSA Bond Level
File, CMSA Loan Periodic Update File, CMSA Loan Setup File and the CMSA
Collateral Summary File, (iii) any other report at the direction of the
Depositor and (iv) as a convenience to the general public (and not in
furtherance of the distribution thereof under the securities laws), the
Prospectus and this Agreement. Upon notification by the Depositor that CSFB LLC
has sold the Non-Registered Certificates to unaffiliated third parties, the
Trustee shall remove the restriction provided for in the preceding sentence and
shall make such reports and documents available to the general public. The
Trustee shall also make available each month, on a restricted basis to any
Privileged Person via its internet website, (i) the Restricted Master Servicer
Reports, and (ii) any other report at the direction of the Depositor. During any
period that reports are required to be filed with the Commission with respect to
the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of such
files and reports shall be deemed to have agreed to keep confidential any such
information that has not been filed with the Commission.

            The Trustee makes no representations or warranties as to the
accuracy or completeness of any report, document or other information made
available on its internet website and assumes no responsibility therefor. In
addition, the Trustee may disclaim responsibility for any information
distributed by the Trustee for which it is not the original source.

            In connection with providing access to the Trustee's internet
website, the Trustee may require registration and the acceptance of a
disclaimer. The Trustee shall not be liable for the dissemination of information
in accordance herewith. Questions regarding the Trustee's internet website can
be directed to the Trustee's CMBS customer service desk at (301) 815-6600 or
such other number as the Trustee may hereinafter specify.

            The Trustee shall be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Trustee Report and may affix thereto any
disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party hereto).

            Within a reasonable period of time after the end of each calendar
year, upon request, the Trustee shall make available, and, upon written request,
send to each Person who at any time during the calendar year was a
Certificateholder of record, a report summarizing on an annual basis (if
appropriate) the items set forth on page 2 to Exhibit M hereto and such other
information as may be required to enable such Certificateholders to prepare
their federal income tax returns. Such information shall include the amount of
original issue discount accrued on each Class of Certificates held by Persons
other than Holders exempted from the reporting requirements and information
regarding the expenses of the Trust. Such requirement shall be deemed to be
satisfied to the extent such information is provided pursuant to applicable
requirements of the Code from time to time in force.

            (b) No less often than on a monthly basis, the Master Servicer and
the Special Servicer shall, without charge, make a knowledgeable Servicing
Officer available to answer questions from the Directing Certificateholder
regarding the performance and servicing of the Loans and/or REO Properties for
which the Master Servicer or the Special Servicer, as the case may be, is
responsible. The Master Servicer and the Special Servicer shall condition such
disclosure upon the Directing Certificateholder entering into a reasonable and
customary confidentiality agreement reasonably acceptable to such servicer
regarding such disclosure to it.

            The Master Servicer and the Special Servicer shall not be required
to confirm, represent or warrant the accuracy or completeness of any other
Person's information or report included in any communication from the Master
Servicer or the Special Servicer under this Agreement.

            (c) The Master Servicer and the Special Servicer shall not be
required to conduct research or obtain information that is not available to the
Master Servicer or the Special Servicer, respectively, in the ordinary course of
its servicing activities hereunder. In addition, the Master Servicer and the
Special Servicer shall not be required to (i) answer commercially unreasonable
questions, (ii) answer questions relating to matters that extend beyond the
scope of its duties as Master Servicer or Special Servicer, respectively, (iii)
answer questions that would, in the Master Servicer's or the Special Servicer's
sole discretion, require the Master Servicer or the Special Servicer to devote
an unreasonable amount of time or resources to answer, (iv) disclose information
that would violate the terms of any of the Loan Documents or applicable law or
initiate contact with Borrowers or third parties except in connection with the
ordinary course of its servicing duties hereunder or (v) express opinions or
make recommendations under this Section 4.02(c) (it being understood that the
Master Servicer and the Special Servicer may limit their responses to factual
matters). Provision of information pursuant to this Section 4.02(c) by the
Master Servicer or Special Servicer shall be subject to Sections 3.26(i) and
3.26(k).

            Section 4.03 P&I Advances. (a) On or before 2:30 p.m. New York City
time on each P&I Advance Date, the Master Servicer shall (i) remit to the
Trustee for deposit into the Lower-Tier Distribution Account from its own funds
an amount equal to the aggregate amount of P&I Advances, if any, to be made in
respect of the related Distribution Date, (ii) apply amounts held in the
Collection Account that are not required to be part of the Available
Distribution Amount for such Distribution Date or (iii) make P&I Advances in the
form of any combination of (i) and (ii) aggregating the total amount of P&I
Advances to be made. Any amounts held in the Collection Account not required to
be a part of the Available Distribution Amount for such Distribution Date and so
used to make P&I Advances shall be appropriately reflected in the Master
Servicer's records and replaced by the Master Servicer by deposit in the
Collection Account on or before the next succeeding P&I Advance Determination
Date (to the extent not previously replaced through the deposit of Late
Collections of the delinquent principal and/or interest in respect of which such
P&I Advances were made). To the extent that the Master Servicer fails to make a
P&I Advance required to be made by the Master Servicer hereunder on the
Distribution Date (other than a P&I Advance that the Master Servicer or Trustee
determines is a Nonrecoverable Advance), the Trustee will advance such P&I
Advance unless the Trustee determines that any such P&I Advance, if made, would
be a Nonrecoverable Advance. To the extent the Trustee is required hereunder to
make P&I Advances on the Loans, it shall deposit the amount thereof in the
Lower-Tier Distribution Account on or before 11:00 a.m. New York City time on
the related Distribution Date.

            (b) Subject to Sections 4.03(c) and (e) below, the aggregate amount
of P&I Advances to be made by the Master Servicer with respect to any
Distribution Date shall equal the aggregate of: (i) with respect to the Loans,
all Monthly Payments (in each case, net of related Primary Servicing Fees,
Master Servicing Fees and Workout Fees, if any), other than Balloon Payments,
that were due during any related Due Period and delinquent as of the close of
business on the Determination Date preceding the related P&I Advance Date (or
not advanced by any Sub-Servicer on behalf of the Master Servicer); and (ii)
with respect to each Loan as to which the related Balloon Payment was due during
or prior to the related Due Period and was delinquent as of the end of the
related Due Period (including any REO Loan as to which the Balloon Payment would
have been past due), an amount equal to the Assumed Scheduled Payment therefor
(in each case, net of related Primary Servicing Fees, Master Servicing Fees and
Workout Fees, if any). All P&I Advances for any Loans that have been modified
shall be calculated on the basis of their terms as modified. Subject to
subsection (c) and (e) below, the obligation of the Master Servicer to make such
P&I Advances is mandatory and, with respect to any Loan or REO Loan, shall
continue until the Distribution Date on which the proceeds, if any, received in
connection with a Liquidation Event with respect thereto are to be distributed.
None of the Master Servicer or the Trustee shall be required or permitted to
make P&I Advances as to any Mall at Fairfield Commons Companion Loan, Stanford
Shopping Center Companion Loan or any B Loan.

            Notwithstanding anything herein to the contrary, neither the Master
Servicer nor the Trustee shall be required to make a P&I Advance, if the Master
Servicer or the Trustee determines, in accordance with the definition thereof,
that any such P&I Advance would be a Nonrecoverable Advance. The Trustee may
conclusively rely on any determination of nonrecoverability by the Master
Servicer. The Special Servicer shall not be required to make P&I Advances under
this Agreement. On the fourth Business Day before each Distribution Date, the
Special Servicer shall report to the Master Servicer the Special Servicer's
determination as to whether each P&I Advance made with respect to any previous
Distribution Date or required to be made with respect to such Distribution Date
with respect to any Specially Serviced Loan or REO Loan is a Nonrecoverable P&I
Advance. The Master Servicer shall be entitled to conclusively rely on (but
shall not be bound by) such determination. Any determination made by the Series
2003-KEY1 Master Servicer or the Master Servicer regarding the nonrecoverability
of any P&I Advance with respect to any portion of the Mall at Fairfield Commons
Total Loan will be binding on the Trust Fund and the Series 2003-KEY1 Trust. Any
determination made by the Series 2003-C4 Master Servicer regarding the
nonrecoverability of any P&I Advance with respect to the Mayfair Mall
Securitized Companion Loan will be binding on the Trust Fund with respect to the
Mayfair Mall Loan. Any determination made by the Master Servicer or any master
servicer of any Stanford Shopping Center Companion Loan (upon the securitization
of such loans if the securities issued in connection therewith are rated by any
Rating Agency) regarding the nonrecoverability of any P&I Advance with respect
to any portion of the Stanford Shopping Center Total Loan will be binding on the
Trust Fund and the trust fund or trust funds, as the case may be, containing the
Stanford Shopping Center Companion Loans.

            (c) In connection with the recovery of any P&I Advance out of the
Collection Account pursuant to Section 3.05(a), the Master Servicer shall be
entitled to pay itself or the Trustee, as the case may be, out of any amounts
then on deposit in the Collection Account, interest at the Reimbursement Rate in
effect from time to time, accrued on the amount of such P&I Advance from the
date made to but not including the date of reimbursement; provided, that such
interest shall not accrue on such P&I Advance made in respect of a delinquent
Monthly Payment until after the expiration of any applicable grace period
relating thereto. The Master Servicer shall reimburse itself or the Trustee, as
the case may be, for any outstanding P&I Advance as soon as practicably possible
after funds available for such purpose are deposited in the Collection Account.
The Master Servicer shall prepare and make available to Certificateholders, upon
request, a report concerning Advances in the form appearing on the Statement to
Certificateholders in respect of such information.

            (d) Notwithstanding the foregoing, (i) neither the Master Servicer
nor the Trustee shall be required or permitted to make a P&I Advance for any
Companion Loan or B Loan, an advance for Penalty Charges, Yield Maintenance
Charges, Balloon Payments or Excess Interest, (ii) the amount required to be
advanced in respect of the interest portion of delinquent Monthly Payments and
Assumed Scheduled Payments on any Loan that has been subject to an Appraisal
Reduction will equal, with respect to any Distribution Date, the amount of
interest that would be required to be advanced by the Master Servicer without
giving effect to the Appraisal Reduction Amount, multiplied by a fraction, the
numerator of which is equal to the Stated Principal Balance of the Loan, net of
the Appraisal Reduction Amount, and the denominator of which is equal to the
Stated Principal Balance of such Loan, for such Distribution Date, and (iii) if
the monthly payment on any Loan has been reduced or the final maturity extended,
in connection with a bankruptcy or similar proceeding involving the related
Borrower or a modification, waiver or amendment granted or agreed to by the
Special Servicer pursuant to Section 3.20, and the monthly payment due and owing
during the extension period is less than the amount of the Monthly Payments
prior to such modification, then the Master Servicer shall, as to such Loan,
advance only the amount of the Monthly Payment due and owing after taking into
account such reduction (net of related Primary Servicing Fees, Master Servicing
Fees and Workout Fees), in the event of subsequent delinquencies thereon.

            Section 4.04 Allocation of Collateral Support Deficit. (a) On each
Distribution Date, immediately following the distributions to be made on such
date pursuant to Section 4.01, the Trustee shall calculate the amount, if any,
by which (i) the aggregate Stated Principal Balance (for purposes of this
calculation only, not giving effect to any reductions of the Stated Principal
Balance for payments of principal collected on the Loans that were used to
reimburse any Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts
pursuant to Section 3.05(a)(vi), other than Principal Distribution Amounts used
to reimburse Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts
with respect to Loans that a Final Recovery Determination has been made) of the
Loans and any REO Loans expected to be outstanding immediately following such
Distribution Date is less than (ii) then aggregate Certificate Balance of the
Regular Certificates after giving effect to distributions of principal on such
Distribution Date (any such deficit, the "Collateral Support Deficit"). Any
allocation of Collateral Support Deficit to a Class of Regular Certificates
shall be made by reducing the Certificate Balance thereof by the amount so
allocated. Any Collateral Support Deficit allocated to a Class of Regular
Certificates shall be allocated among the respective Certificates of such Class
in proportion to the Percentage Interests evidenced thereby. The allocation of
Collateral Support Deficit shall constitute an allocation of losses and other
shortfalls experienced by the Trust Fund. Reimbursement of previously allocated
Collateral Support Deficit will not constitute distributions of principal for
any purpose and will not result in an additional reduction in the Certificate
Balance of the Class of Certificates in respect of which any such reimbursement
is made.

            (b) On each Distribution Date, the Certificate Balances of the
Regular Certificates will be reduced without distribution to the extent of any
Collateral Support Deficit, if any, allocable to such Certificates with respect
to such Distribution Date. Such reductions shall be allocated among the
respective Certificates as follows: first, to the Class P Certificates, second,
to the Class O Certificates, third, to the Class N Certificates; fourth, to the
Class M Certificates; fifth, to the Class L Certificates; sixth, to the Class K
Certificates; seventh, to the Class J Certificates; eighth, to the Class H
Certificates; ninth, to the Class G Certificates; tenth, to the Class F
Certificates; eleventh, to the Class E Certificates; twelfth, to the Class D
Certificates; thirteenth, to the Class C Certificates; fourteenth, to the Class
B Certificates, in each case, until the remaining Certificate Balance of each
such Class of Certificates has been reduced to zero. Following the reduction of
the Certificate Balances of all such Classes to zero, any remaining Collateral
Support Deficit shall be allocated among the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-1-A Certificates, pro rata (based upon the Certificate
Balance of each such Class), until the remaining Certificate Balances of such
Classes have been reduced to zero. Any Collateral Support Deficit allocated to a
Class of Certificates will be allocated among respective Certificates of such
Class in proportion to the Percentage Interests evidenced thereby.

            (c) With respect to any Distribution Date, any Collateral Support
Deficit allocated to a Class of Certificates pursuant to Section 4.04(b) with
respect to such Distribution Date shall reduce the Lower-Tier Principal Amounts
of the Corresponding Uncertificated Lower-Tier Interest as a write-off; provided
that any Collateral Support Deficit allocated to the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-1-A, Class D and Class E Certificates shall be allocated
as set forth in Section 4.01(b).

            Section 4.05 [Reserved].

            Section 4.06 [Reserved].

            Section 4.07 Grantor Trust Reporting. The parties intend that the
portion of the Trust Fund consisting of Excess Interest, the Excess Interest
Distribution Account shall constitute, and that the affairs of the Trust Fund
(exclusive of the Trust REMICs) shall be conducted so as to qualify such
portions as, a "grantor trust" under subpart E, Part I of subchapter J of the
Code, and the provisions hereof shall be interpreted consistently with this
intention. In furtherance of such intention, the Trustee shall furnish or cause
to be furnished to Class V Certificateholders information returns with respect
to income relating to their share of Excess Interest, and such other information
as may be required pursuant to the Code, and shall file or cause to be filed
with the Internal Revenue Service, such information returns, schedules and other
information, together with Form 1041 or such other form as may be applicable, at
the time or times and in the manner required by the Code.

                                    ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates. (a) The Class A-X, Class A-SP, Class
A-1-A, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O
and Class P Certificates will be offered only to Qualified Institutional Buyers
and Non-U.S. Persons. Interests in the Class A-X, Class A-SP, Class, A-1-A,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class
P Certificates will be offered in the form of beneficial interests in restricted
global certificates in definitive, fully registered form without interest
coupons, deposited with the Trustee, as custodian for DTC, and registered in the
name of Cede & Co. ("Cede"), DTC's nominee.

            Class A-X, Class A-SP, Class A-1-A, Class G, Class H, Class J, Class
K, Class L, Class M, Class N, Class O and Class P Certificates sold to Qualified
Institutional Buyers will be represented by one or more Private Global
Certificates (each, a "Rule 144A Global Certificate"). Class A-X, Class A-SP,
Class A-1-A, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O and Class P Certificates sold in reliance on Regulation S under the
Securities Act will be represented by one or more Private Global Certificates
(each, a "Regulation S Global Certificate"). Beneficial interests in a
Regulation S Global Certificate may be held only through Euroclear or
Clearstream at any time and may not be held by a U.S. Person at any time.

            (b) The Certificates shall be substantially in the respective forms
annexed hereto as Exhibits A-1 through and including A-8. The Certificates shall
be issuable in registered form only; provided, however, that in accordance with
Section 5.03, beneficial ownership interests in the Regular Certificates (other
than the Private Definitive Certificates) shall initially be held and
transferred through the book-entry facilities of the Depository. The Class V and
Class R Certificates, and all Private Definitive Certificates, shall be issuable
as Definitive Certificates. Each Certificate shall share ratably in all rights
of the related Class.

            The Class A-X and Class A-SP Certificates shall be issuable only in
Denominations of authorized initial Notional Balance of not less than $10,000
and integral multiples of $1 in excess thereof. The Public Certificates will be
issuable only in Denominations of authorized initial Certificate Balance of not
less than $10,000 and integral multiples of $1 in excess thereof. The Private
Certificates (other than the Class M, Class N, Class O, Class P, Class LR and
Class R Certificates) will be issuable only in Denominations of authorized
initial Certificate Balance of not less than $10,000 and integral multiples of
$1 in excess thereof. The Class M, Class N, Class O and Class P Certificates
will be issuable only in Denominations of authorized initial Certificate Balance
of not less than $100,000 and integral multiples of $1 in excess thereof. The
Class V, Class LR and Class R Certificates will be issuable only as one or more
Definitive Certificates in Denominations representing Percentage Interests of
not less than 15%.

            With respect to any Certificate or any beneficial interest in a
Certificate, the "Denomination" thereof shall be (i) the amount set forth on the
face thereof or on a schedule attached thereto, (ii) in the case of any
beneficial interest in a Book-Entry Certificate, the interest of the related
Certificate Owner in the applicable Class of Certificates as reflected on the
books and records of the Depository or related Depository Participants, as
applicable, (iii) expressed in terms of initial Certificate Balance or initial
Notional Balance, as applicable, and (iv) in an authorized Denomination, as set
forth above. The Book-Entry Certificates will be issued as one or more
certificates registered in the name of a nominee designated by the Depository,
and Certificate Owners will hold interests in the Book-Entry Certificates
through the book-entry facilities of the Depository in the minimum Denominations
and aggregate Denominations as set forth above.

            A Certificate Owner of a Private Global Certificate shall be
entitled to receive a Definitive Certificate representing its interest in such
Certificate in accordance with the procedures described in Section 5.03(c). No
Certificate Owner of a Public Certificate of any Class shall be entitled to
receive a Definitive Certificate representing its interest in such Class, except
as provided in Section 5.03(d). Unless and until Definitive Certificates are
issued in respect of a Class of Public Certificates, or in substitution for a
Certificate that is a Private Global Certificate, beneficial ownership interests
in such Class of Certificates, or in such Private Global Certificate, shall be
maintained and transferred on the book-entry records of the Depository and
Depository Participants, and all references to actions by Holders of such Class
of Certificates, or Holders of such Private Global Certificates, shall be
references to actions taken by the Depository upon instructions received from
the related registered Holders of Certificates through the Depository
Participants in accordance with the Depository's procedures and, except as
otherwise set forth herein, all references herein to payments, notices, reports
and statements to Holders of such Class of Certificates, or Holders of Private
Global Certificates, shall be references to payments, notices, reports and
statements to the Depository or its nominee as the registered Holder thereof,
for distribution to the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository's procedures.

            (c) The Certificates shall be executed by manual or facsimile
signature on behalf of the Certificate Registrar by an authorized signatory.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the authorized signatories of the Certificate Registrar shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. The Trustee is
hereby initially appointed Authenticating Agent with power to act on the
Trustee's behalf in the authentication and delivery of the Certificates in
connection with transfers and exchanges as herein provided. If the
Authenticating Agent resigns or is terminated, the Trustee shall appoint a
successor Authenticating Agent which may be the Trustee or an Affiliate thereof.

            (d) Any of the Certificates may be issued with appropriate
insertions, omissions, substitutions and variations, and may have imprinted or
otherwise reproduced thereon such legend or legends, not inconsistent with the
provisions of this Agreement, as may be required to comply with any law or with
rules or regulations pursuant thereto, or with the rules of any securities
market in which the Certificates are admitted to trading, or to conform to
general usage.

            (e) If the Trust Fund ceases to be subject to Section 13 or 15(d) of
the Exchange Act, the Trustee shall make available to each Holder of a Class R
or Class LR Certificate, upon request of such a Holder, information
substantially equivalent in scope to the information currently filed by the
Trustee with the Commission pursuant to the Exchange Act, plus such additional
information required to be provided for securities qualifying for resales under
Rule 144A under the Act.

            For so long as the Class R or Class LR Certificates remain
outstanding, neither the Depositor nor the Trustee nor the Certificate Registrar
shall take any action which would cause the Trust Fund to fail to be subject to
Section 15(d) of the Exchange Act.

            Section 5.02 Registration of Transfer and Exchange of Certificates.
(a) At all times during the term of this Agreement, there shall be maintained at
the office of the Certificate Registrar a Certificate Register in which, subject
to such reasonable regulations as the Certificate Registrar may prescribe, the
Certificate Registrar shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee is
hereby initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar may appoint, by a written instrument delivered to the
Depositor, the Trustee, the Special Servicer and the Master Servicer, any other
bank or trust company to act as Certificate Registrar under such conditions as
the predecessor Certificate Registrar may prescribe, provided that the
predecessor Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment.

            If Wells Fargo Bank Minnesota, N.A., resigns as Trustee, the entity
succeeding Wells Fargo Bank Minnesota, N.A., as Trustee shall immediately
succeed to its predecessor's duties as Certificate Registrar. The Depositor, the
Trustee, the Master Servicer and the Special Servicer shall have the right to
inspect the Certificate Register or to obtain a copy thereof at all reasonable
times, and to rely conclusively upon a certificate of the Certificate Registrar
as to the information set forth in the Certificate Register. The names and
addresses of all Certificateholders and the names and addresses of the
transferees of any Certificates shall be registered in the Certificate Register;
provided, however, in no event shall the Certificate Registrar be required to
maintain in the Certificate Register the names of Certificate Owners. In
addition, upon the request of the Depositor, the Master Servicer or the Special
Servicer (and at such requesting party's expense), the Trustee shall acquire
from DTC (which request may be made to the proxy unit of DTC's reorganization
department) a Security Position Listing and deliver a copy of such Security
Position Listing to such requesting party.

            The Person in whose name any Certificate is so registered shall be
deemed and treated as the sole owner and Holder thereof for all purposes of this
Agreement and the Certificate Registrar, the Master Servicer, the Trustee, the
Special Servicer and any agent of any of them shall not be affected by any
notice or knowledge to the contrary. A Definitive Certificate is transferable or
exchangeable only upon the surrender of such Certificate to the Certificate
Registrar at the Corporate Trust Office (the "Registrar Office") together with
an assignment and transfer (executed by the Holder or his duly authorized
attorney).

            Subject to the requirements of this Section 5.02, the Certificate
Registrar shall execute and authenticate in the name of the designated
transferee or transferees, in the case of a Definitive Certificate being
surrendered in exchange for one or more new Definitive Certificates, one or more
new Certificates in Denominations equal in the aggregate to the Denomination of
the Definitive Certificate being surrendered. Such new Certificates shall be
delivered by the Certificate Registrar in accordance with Section 5.02(h).

            Each Certificate surrendered for registration of transfer shall be
canceled, and the Certificate Registrar shall hold such canceled Certificate in
accordance with its standard procedures.

            (b) No transfer of any Private Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer (other than one by the Depositor to
an Affiliate thereof) of a Private Certificate is to be made in reliance upon an
exemption from the Securities Act, and under the applicable state securities
laws, then:

            (i) the Certificate Registrar shall require the transferee to
      deliver to the Certificate Registrar an investment representation letter
      substantially in the form of Exhibit C-1 attached hereto (a "QIB
      Investment Representation Letter"), which shall certify, among other
      things, that the transferee is a "qualified institutional buyer" as
      defined in Rule 144A under the Securities Act (a "Qualified Institutional
      Buyer");

            (ii) the Certificate Registrar shall require the transferee to
      deliver to the Certificate Registrar an investment representation letter
      substantially in the form of Exhibit C-2 attached hereto (a "Regulation S
      Investment Representation Letter"), which will certify, among other
      things, that the transferee is not a "U.S. Person" within the meaning of
      Regulation S under the Securities Act; or

            (iii) the Certificate Registrar shall require the transferee to
      deliver to the Certificate Registrar an investment representation letter
      substantially in the form of Exhibit C-3 attached hereto, which shall
      certify, among other things, that the transferee is an institutional
      "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
      the Securities Act or an entity in which all the equity owners satisfy
      such requirements (an "Institutional Accredited Investor") and is
      acquiring such Private Certificate for investment, either for its own
      account (and not for the account of others) or as a fiduciary or agent for
      others (which others also are Accredited Investors), and not with a view
      to, or for offer or sale in connection with, the public distribution
      thereof.

            If the certification described in the preceding clause (i), (ii) or
(iii) cannot be provided, (a) the Certificate Registrar shall require an Opinion
of Counsel reasonably satisfactory to the Certificate Registrar and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from registration or
qualification under the Securities Act, applicable state securities laws and
other relevant laws, which Opinion of Counsel shall not be at the expense of the
Trust Fund, the Certificate Registrar, the Depositor or the Trustee and (b) the
Certificate Registrar shall require the transferor (other than the initial
Purchasers, in connection with their initial transfer of the Certificate being
transferred) to execute a certification in form and substance satisfactory to
the Certificate Registrar setting forth the facts surrounding such transfer;
provided, however, that a transfer of a Private Certificate of any such Class
may be made to a trust if the transferor provides to the Certificate Registrar
and to the Trustee a certification that interests in such trust may only be
transferred subject to requirements substantially to the effect set forth in
this Section 5.02.

            The Trustee shall furnish, or cause to be furnished, upon the
request of any Holder of a Private Certificate, any such information in the
Trustee's possession as is specified in paragraph (d)(4) of Rule 144A with
respect to the Trust Fund, unless, at the time of such request, the entity with
respect to which such information is to be provided is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act. The Master Servicer
will be required to furnish to the Trustee, upon request, any such information
in the possession of the Master Servicer. None of the Depositor, the Trustee,
the Master Servicer, the Special Servicer or the Certificate Registrar is
obligated to register or qualify any Class of Private Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under this Agreement to permit the transfer of any Private Certificate
without registration or qualification. Any Holder of a Private Certificate
desiring to effect such a transfer shall, and does hereby agree to, indemnify
the Depositor, the Trustee, the Master Servicer, the Special Servicer and the
Certificate Registrar against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.
Unless the Certificate Registrar determines otherwise in accordance with
applicable law and the rules and procedures of, or applicable to, the Depository
(the "Depository Rules"), transfers of a beneficial interest Private Global
Certificate that is not rated in one of the top four rating categories by a
nationally recognized statistical rating organization may be effectuated only by
means of an "SRO Rule 144A System" approved for such purpose by the Commission.

            No Class V Certificate may be transferred to an Ineligible Class V
Owner.

            (c) (i) Unless (with respect to the first two paragraphs) a Class of
Private Global Certificates has been registered under the Securities Act, each
Certificate of such Class shall bear a legend substantially to the following
effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
            LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
            HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
            ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
            REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
            SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
            TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
            ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A)
            PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
            EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
            CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
            SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY
            BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
            144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) TO
            A PERSON WHO IS NOT A "U.S. PERSON" AS DEFINED IN REGULATION S UNDER
            THE SECURITIES ACT, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
            THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH
            OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE
            TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER
            IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

            THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
            THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST
            HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER
            REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, AND
            SUCH HOLDER SHALL, AND EACH SUBSEQUENT PURCHASER IS REQUIRED TO
            NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE RESALE
            RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
            TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION
            LETTER SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND
            SERVICING AGREEMENT AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION
            OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
            WITHIN THE MEANING OF RULE 144A AND IT IS A U.S. PERSON WITHIN THE
            MEANING OF RULE 902 UNDER REGULATION S.

            WITH RESPECT TO THE CLASS J, CLASS K, CLASS L, CLASS M, CLASS N,
            CLASS O AND CLASS P CERTIFICATES: THIS CERTIFICATE SHOULD NOT BE
            PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR
            OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
            ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT
            INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF
            THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY
            ESSENTIALLY SIMILAR FEDERAL STATE OR LOCAL LAW (A "SIMILAR LAW")
            (EACH A "PLAN"), OR (B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH
            PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF SEPARATE
            ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH
            ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF
            PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING
            THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING
            THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
            PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH
            INSURANCE COMPANY WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED
            TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA,
            SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR CHARACTERIZATION
            UNDER ANY SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING
            DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO
            DELIVER A LETTER IN THE FORM SET FORTH IN THE POOLING AND SERVICING
            AGREEMENT TO SUCH EFFECT OR (ii) IN THE EVENT THE TRANSFEREE IS SUCH
            AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE
            AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
            TRUSTEE THAT THE PURCHASE OR HOLDING OF THE CERTIFICATES BY OR ON
            BEHALF OF A PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND
            BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
            RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION
            PROVISIONS OF ERISA AND THE CODE OR SIMILAR LAW, WILL NOT CONSTITUTE
            OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION
            406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
            SUBJECT THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR OR THE
            TRUSTEE TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A
            BENEFICIAL INTEREST IN THIS CERTIFICATE SHALL BE DEEMED TO REPRESENT
            THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR
            USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN
            INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
            CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF
            THIS CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT CONSTITUTE OR
            RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406
            OR 407 OF ERISA SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
            CHARACTERIZATION UNDER ANY SIMILAR LAW.

            (d) (i) Unless (with respect to the first two paragraphs) a Class of
Private Definitive Certificates has been registered under the Securities Act,
each Certificate of such Class shall bear a legend substantially to the
following effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
            LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST PARTICIPATION HEREIN
            MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
            OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
            UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
            REGISTRATION UNDER THE SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
            TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
            ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A)
            PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
            EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
            CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
            SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY
            BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
            144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (C)
            PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
            REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING
            CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
            TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
            LAST PAGE OF THIS CERTIFICATE.

            WITH RESPECT TO THE CLASS V CERTIFICATES ONLY: THE HOLDER OF THIS
            CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR
            OTHERWISE TRANSFER SUCH CERTIFICATE TO ANY PERSON THAT IS AN
            "INELIGIBLE CLASS V OWNER" (AS DEFINED IN THE POOLING AND SERVICING
            AGREEMENT).

            THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
            THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST
            HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER
            REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, AND
            SUCH HOLDER SHALL, AND EACH SUBSEQUENT PURCHASER IS REQUIRED TO
            NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE RESALE
            RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
            TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION
            LETTER SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND
            SERVICING AGREEMENT AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION
            OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
            WITHIN THE MEANING OF RULE 144A.

            OTHER THAN WITH RESPECT TO ANY CLASS G OR CLASS H CERTIFICATE, THIS
            CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN
            EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN
            INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO
            THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
            ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
            AMENDED (THE "CODE"), OR ANY ESSENTIALLY SIMILAR FEDERAL STATE OR
            LOCAL LAW (A "SIMILAR LAW") (EACH A "PLAN"), OR (B) A COLLECTIVE
            INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE
            COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH
            INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR
            ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING
            ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN,
            OTHER THAN, EXCEPT IN THE CASE OF THE CLASS V CERTIFICATES OR THE
            RESIDUAL CERTIFICATES, AN INSURANCE COMPANY USING THE ASSETS OF ITS
            GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
            SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY
            WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN
            THE MEANING OF SECTION 406 OR 407 OF ERISA, SECTION 4975 OF THE
            CODE, OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER ANY SIMILAR
            LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED
            FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM
            SET FORTH IN THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT OR
            (ii) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A)
            OR (B) ABOVE, EXCEPT IN THE CASE OF A CLASS V CERTIFICATE OR
            RESIDUAL CERTIFICATE, WHICH MAY NOT BE TRANSFERRED UNLESS THE
            TRANSFEREE REPRESENTS IT IS NOT SUCH AN ENTITY, SUCH ENTITY SHALL
            PROVIDE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
            THE TRUSTEE THAT THE PURCHASE OR HOLDING OF THE CERTIFICATES BY OR
            ON BEHALF OF A PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND
            BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
            RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION
            PROVISIONS OF ERISA AND THE CODE OR SIMILAR LAW, WILL NOT CONSTITUTE
            OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION
            406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
            SUBJECT THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE
            TRUSTEE OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY. THE
            TRANSFEREE OF A BENEFICIAL INTEREST IN AN OFFERED PRIVATE
            CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A
            PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN
            TO ACQUIRE SUCH INTEREST, OTHER THAN, EXCEPT IN THE CASE OF THE
            CLASS V CERTIFICATES OR THE RESIDUAL CERTIFICATES, AN INSURANCE
            COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES
            WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE
            BY SUCH INSURANCE COMPANY WOULD NOT CONSTITUTE OR RESULT IN A
            PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF
            ERISA SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
            CHARACTERIZATION UNDER ANY SIMILAR LAW.

            (e) With respect to any ERISA Restricted Certificate, Class V
Certificate or a Residual Certificate, no sale, transfer, pledge or other
disposition by any Holder of any such Certificate shall be made unless the
Certificate Registrar shall have received either (i) a representation letter
from the proposed purchaser or transferee of such Certificate to the effect that
such proposed purchaser or transferee is not (a) an employee benefit plan
subject to the fiduciary responsibility provisions of ERISA or Section 4975 of
the Code, or a governmental plan (as defined in Section 3(32) of ERISA) subject
to any federal, state or local law ("Similar Law") which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (each, a
"Plan") or (b) a person acting on behalf of or using the assets of any such Plan
(including an entity whose underlying assets include Plan assets by reason of
investment in the entity by such Plan and the application of Department of Labor
Regulation ss. 2510.3-101), other than (except in the case of a Class V
Certificate or Residual Certificate) an insurance company using the assets of
its general account under circumstances whereby the purchase and holding of such
Certificates by such insurance company would be eligible for the exemptive
relief from the prohibited transaction provisions of ERISA and Section 4975 of
the Code that is available under Sections I and III of Prohibited Transaction
Class Exemption 95-60 (it being understood that delivery of a representation
letter containing a representation substantially in the form of paragraph 8 of
Exhibit C-1 attached hereto shall satisfy the requirement of this Section
5.02(d)(i)), or (ii) (except in the case of a Class V Certificate or Residual
Certificate) if such Certificate is presented for registration in the name of a
purchaser or transferee that is any of the foregoing, an Opinion of Counsel in
form and substance satisfactory to the Trustee, the Certificate Registrar and
the Depositor to the effect that the acquisition and holding of such Certificate
by such purchaser or transferee will not constitute or result in a non-exempt
prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law
and will not subject the Trustee, the Certificate Registrar, the Master
Servicer, the Special Servicer, the Underwriters, the Initial Purchaser or the
Depositor to any obligation or liability (including obligations or liabilities
under ERISA, Section 4975 of the Code or any Similar Law) in addition to those
set forth in the Agreement.

            The Certificate Registrar shall not register the sale, transfer,
pledge or other disposition of any such Certificate unless the Certificate
Registrar has received either the representation letter described in clause (i)
above or the Opinion of Counsel described in clause (ii) above. The costs of any
of the foregoing representation letters or Opinions of Counsel shall not be
borne by any of the Depositor, the Master Servicer, the Special Servicer, the
Certificate Registrar, the Trustee and the Trust Fund. Each Certificate Owner of
an ERISA Restricted Certificate, a Class V Certificate and a Residual
Certificate shall be deemed to represent that it is not a Person specified in
clause (i)(a) or (b) above. Any transfer, sale, pledge or other disposition of
any such Certificates that would constitute or result in a prohibited
transaction under ERISA, Section 4975 of the Code or any Similar Law, or would
otherwise violate the provisions of this Section 5.02(e) shall be deemed
absolutely null and void ab initio, to the extent permitted under applicable
law.

            (f) Notwithstanding any provision to the contrary herein, so long as
a Private Global Certificate remains outstanding and is held by or on behalf of
DTC, transfers of a Private Global Certificate, in whole or in part, shall only
be made in accordance with this Article V.

            (i) Regulation S Global Certificate to Rule 144A Global Certificate.
      If a holder of a beneficial interest in a Regulation S Global Certificate
      deposited with DTC wishes at any time to transfer its interest in such
      Regulation S Global Certificate to a Person who wishes to take delivery
      thereof in the form of a Rule 144A Global Certificate, such holder may,
      subject to the rules and procedures of Euroclear, Clearstream or DTC, as
      the case may be, exchange or cause the exchange of such interest for an
      equivalent beneficial interest in a Rule 144A Global Certificate. Upon
      receipt by the Trustee, as custodian for DTC, of (A) instructions from
      Euroclear, Clearstream or DTC, as the case may be, directing the Trustee,
      as such custodian, to cause to be issued a Rule 144A Global Certificate in
      an amount equal to the beneficial interest in such Regulation S Global
      Certificate, but not less than the minimum denomination applicable to such
      holder's Certificates to be exchanged, and (B) a certificate in the form
      of Exhibit C-1 attached hereto given by the holder of such beneficial
      interest and stating, among other things, that the Person transferring
      such beneficial interest in such Regulation S Global Certificate
      reasonably believes that the Person acquiring such interest in a Rule 144A
      Global Certificate is a qualified institutional buyer within the meaning
      of Rule 144A, is obtaining such beneficial interest in a transaction
      meeting the requirements of Rule 144A and in accordance with any
      applicable Securities laws of any State of the United States or any other
      applicable jurisdiction and that such Person acquiring such Rule 144A
      Global Certificate is a "U.S. person" as defined in Regulation S under the
      Securities Act, then Euroclear or Clearstream or the Trustee, as custodian
      for DTC, as the case may be, will instruct the Trustee, as custodian for
      DTC, to reduce the Regulation S Global Certificate by the aggregate
      principal amount of the Rule 144A Global Certificate to be transferred and
      the Trustee, as such custodian, shall authenticate and deliver such Rule
      144A Global Certificate, concurrently with such reduction, to the Person
      specified in such instructions with an outstanding principal amount equal
      to the reduction in the principal amount of the Regulation S Global
      Certificate.

            (ii) Rule 144A Global Certificate to Regulation S Global
      Certificate. If a holder of a beneficial interest in one or more Rule 144A
      Global Certificates wishes at any time to exchange its interest in such
      Rule 144A Global Certificate for an interest in a Regulation S Global
      Certificate, or to transfer its interest in such Rule 144A Global
      Certificate to a Person who wishes to take delivery thereof in the form of
      an interest in a Regulation S Global Certificate, such holder, provided
      such holder is not a U.S. Person, may exchange or cause the exchange of
      such interest for an equivalent beneficial interest in a Regulation S
      Global Certificate. Upon receipt by the Trustee, as custodian for DTC, of
      (A) such Rule 144A Global Certificate properly endorsed for such transfer
      and written instructions from such holder directing the Trustee, as such
      custodian, to cause to be credited a beneficial interest in a Regulation S
      Global Certificate in an amount equal to the beneficial interest in the
      Rule 144A Global Certificate, but not less than the minimum denomination
      applicable to such holder's Certificates held through a Regulation S
      Global Certificate, to be exchanged, (B) a written order containing
      information regarding the Euroclear or Clearstream account to be credited
      with such increase and (C) a certificate in the form of Exhibit C-2
      attached hereto given by the holder of such beneficial interest stating
      that the exchange or transfer of such interest has been made in compliance
      with the transfer restrictions applicable to the Private Global
      Certificates, including that the holder is not a U.S. Person, and pursuant
      to and in accordance with Regulation S under the Securities Act, the
      Trustee, as custodian for DTC, shall record the transfer in the Registrar
      Office and shall increase the principal amount of the Regulation S Global
      Certificate by the outstanding principal amount of the beneficial interest
      in the Rule 144A Global Certificate to be exchanged, and to credit, or
      cause to be credited to the account of the Person specified in such
      instructions, a beneficial interest in the Regulation S Global Certificate
      equal to the amount specified in the instructions received pursuant to
      clause (i) above.

            (g) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Trustee under clause (ii) below to
deliver payments to a Person other than such Person. The rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:

                  (A) No Person holding or acquiring any Ownership Interest in a
            Residual Certificate shall be a Disqualified Organization or agent
            thereof (including a nominee, middleman or similar person) (an
            "Agent"), a Plan or a Person acting on behalf of or investing the
            assets of a Plan (such Plan or Person, an "ERISA Prohibited Holder")
            or a Non-U.S. Person and shall promptly notify the Master Servicer,
            the Special Servicer, the Trustee and the Certificate Registrar of
            any change or impending change to such status;

                  (B) In connection with any proposed Transfer of any Ownership
            Interest in a Residual Certificate, the Certificate Registrar shall
            require delivery to it, and no Transfer of any Residual Certificate
            shall be registered until the Certificate Registrar receives, an
            affidavit substantially in the form attached hereto as Exhibit D-1
            (a "Transfer Affidavit") from the proposed Transferee, in form and
            substance satisfactory to the Certificate Registrar, representing
            and warranting, among other things, that such Transferee is not a
            Disqualified Organization or Agent thereof, an ERISA Prohibited
            Holder or a Non-U.S. Person, and that it has reviewed the provisions
            of this Section 5.02(g) and agrees to be bound by them;

                  (C) Notwithstanding the delivery of a Transfer Affidavit by a
            proposed Transferee under clause (B) above, if a Responsible Officer
            of the Certificate Registrar has actual knowledge that the proposed
            Transferee is a Disqualified Organization or Agent thereof, an ERISA
            Prohibited Holder or a Non-U.S. Person, no Transfer of an Ownership
            Interest in a Residual Certificate to such proposed Transferee shall
            be effected;

                  (D) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall agree (1) to require a Transfer
            Affidavit from any prospective Transferee to whom such Person
            attempts to transfer its Ownership Interest in such Residual
            Certificate and (2) not to transfer its Ownership Interest in such
            Residual Certificate unless it provides to the Certificate Registrar
            a letter substantially in the form attached hereto as Exhibit D-2 (a
            "Transferor Letter") certifying that, among other things, it has no
            actual knowledge that such prospective Transferee is a Disqualified
            Organization or Agent thereof, an ERISA Prohibited Holder or a
            Non-U.S. Person and that (if the Transferor is not a U.S. Person)
            such transfer does not have the effect of allowing the Transferor to
            avoid tax on accrued excess inclusions; and

                  (E) In addition, the Certificate Registrar may as a condition
            of the registration of any such transfer require the transferor to
            furnish such other certifications, legal opinions or other
            information (at the transferor's expense) as it may reasonably
            require to confirm that the proposed transfer is being made pursuant
            to an exemption from, or in a transaction not subject to, the
            registration requirements of the Securities Act and other applicable
            laws.

            (ii) If any purported Transferee shall become a Holder of a Residual
      Certificate in violation of the provisions of this Section 5.02(g), then
      the last preceding Holder of such Residual Certificate that was in
      compliance with the provisions of this Section 5.02(g) shall be restored,
      to the extent permitted by law, to all rights as Holder thereof
      retroactive to the date of registration of such Transfer of such Residual
      Certificate. None of the Trustee, the Master Servicer, the Special
      Servicer, the Authenticating Agent and the Certificate Registrar shall be
      under any liability to any Person for any registration of Transfer of a
      Residual Certificate that is in fact not permitted by this Section 5.02(g)
      or for making any payments due on such Certificate to the Holder thereof
      or for taking any other action with respect to such Holder under the
      provisions of this Agreement.

            (iii) The Master Servicer shall make available to the Internal
      Revenue Service and those Persons specified by the REMIC Provisions, upon
      written request of the Trustee, all information in its possession and
      necessary to compute any tax imposed as a result of the Transfer of an
      Ownership Interest in a Residual Certificate to any Person who is a
      Disqualified Organization or Agent thereof, including the information
      described in Treasury Regulations Sections 1.860D-1(b)(5) and
      1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual
      Certificate.

            (h) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the Holder of any Definitive Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized denomination) by surrendering such Certificate at the Registrar
Office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, together with an instrument of
assignment or transfer (executed by the Holder or its duly authorized attorney),
in the case of transfer, and a written request for exchange in the case of
exchange.

            Following a proper request for transfer or exchange, the Certificate
Registrar shall, within five Business Days of such request if made at such
Registrar Office, or within 10 Business Days if made at the office of a transfer
agent (other than the Certificate Registrar), execute and deliver at such
Registrar Office or at the office of such transfer agent, as the case may be, to
the transferee (in the case of transfer) or Holder (in the case of exchange) or
send by first-class mail (at the risk of the transferee in the case of transfer
or Holder in the case of exchange) to such address as the transferee or Holder,
as applicable, may request in writing, a Definitive Certificate or Certificates,
as the case may require, for a like aggregate Denomination and in such
Denomination or Denominations as may be requested. The Certificate Registrar may
decline to accept any request for an exchange or registration of transfer of any
Certificate during the period of 15 days preceding any Distribution Date.

            (i) If a Responsible Officer of the Certificate Registrar becomes
aware that a beneficial interest in a Private Global Certificate is being held
by or for the benefit of a Person who is not an Eligible Investor, or that a
Private Definitive Certificate is being held by or for the benefit of a Person
who is not an Eligible Investor or an Institutional Accredited Investor, or
that, in either case, such holding is unlawful under the laws of a relevant
jurisdiction, then the Certificate Registrar shall have the right, but not the
obligation, to void such transfer, if permitted under applicable law, or to
require the investor to sell (x) such Private Global Certificate to an Eligible
Investor or (y) the beneficial interest in such Private Definitive Certificate
to an Eligible Investor or an Institutional Accredited Investor, within 14 days
after notice of such determination, and each Certificateholder by its acceptance
of a Certificate authorizes the Certificate Registrar to take such action.

            (j) The Certificate Registrar shall provide notice to the Trustee,
the Master Servicer, the Special Servicer and the Depositor of the transfer of
any Private Definitive Certificate. The Certificate Owner of a Private
Definitive Certificate that wishes to receive the information described in
Section 3.28(c) shall provide notice to the Trustee, the Master Servicer, the
Special Servicer and the Depositor of the transfer of any beneficial ownership
in such Private Definitive Certificate and of the address to which such
information should be sent. Upon the written request of the Trustee, the Master
Servicer, the Special Servicer or the Depositor, the Certificate Registrar shall
provide each such Person with an updated copy of the Certificate Register at the
expense of the requesting party.

            (k) No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in this Section 5.02. With respect to any transfer or
exchange of any Certificate, the Certificate Registrar may require payment by
each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.

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

            (m) Any representation letter, certificate, legal opinion or other
document required to be delivered to the Certificate Registrar pursuant to this
Section 5.02 with respect to transfers of any Class of Private Certificates
shall not be required to be delivered with respect to the initial transfer of
the Class J, Class K, Class L, Class M, Class N, Class O or Class P Certificates
by the Initial Purchaser to Clarion Partners, LLC.

            Section 5.03 Book-Entry Certificates. (a) The Regular Certificates
initially shall be issued as one or more Certificates registered in the name of
the Depository or its nominee and, except as provided in subsection (c) below,
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. Such Certificate Owners shall hold and transfer their respective
Ownership Interests in and to such Certificates through the book-entry
facilities of the Depository and, in the case of the Public Certificates (except
as provided in subsection (c) below), shall not be entitled to Definitive
Certificates in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall transfer the Ownership Interests in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent only in accordance with the Depository's normal
procedures. Neither the Trustee nor the Certificate Registrar shall have any
responsibility to monitor or restrict the transfer of any ownership interest in
a Book-Entry Certificate transferable through the book-entry facilities of the
Depository.

            (b) The Trustee, the Master Servicer, the Special Servicer, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

            (c) Upon the request of any Certificate Owner of Private Global
Certificates, or the transferee of such Certificate Owner, that its interest in
such Private Global Certificates be exchanged for Private Definitive
Certificates, such Certificate Owner or transferee, upon presentation of
appropriate documentation to the Trustee as required by this Article V and
subject to the rules and procedures of the Depository, shall be entitled to be
issued one or more Private Definitive Certificates in denominations authorized
pursuant to Section 5.01(b) equal in the aggregate to the Denomination of such
interest in such Private Global Certificates.

            (d) If (A)(1) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to the Book-Entry
Certificates and (2) the Depositor is unable to locate a qualified successor, or
(B) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository with respect to some or all of the Classes, or (C) the Trustee
determines that Definitive Certificates are required in accordance with the
provisions of Section 5.03(f), the Trustee shall notify the affected Certificate
Owners, through the Depository with respect to all Classes, any Class or any
portion of any Class of the Certificates, of the occurrence of any such event
and of the availability of Definitive Certificates to Certificate Owners
requesting the same.

            Upon surrender to the Certificate Registrar of the Book-Entry
Certificates by the Depository or any custodian acting on behalf of the
Depository, accompanied by registration instructions from the Depository for
registration of transfer, the Certificate Registrar shall execute, authenticate
and deliver, within five Business Days of such request if made at the Registrar
Office, or within ten Business Days if made at the office of a transfer agent
(other than the Certificate Registrar), the Definitive Certificates to the
Certificate Owners identified in such instructions. None of the Depositor, the
Master Servicer, the Trustee, the Special Servicer and the Certificate Registrar
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates for purposes of evidencing
ownership of any Class of Certificates, the registered Holders of such
Definitive Certificates shall be recognized as Certificateholders hereunder and,
accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

            For purposes of any provision of this Pooling and Servicing
Agreement requiring or permitting actions with the consent of, or at the
direction of, Holders of Certificates evidencing a specified percentage of the
Voting Rights, such consent or direction may be given by a combination of
Certificate Owners (acting through the Depository and the Depository
Participants) owning Book-Entry Certificates, and Certificateholders owning
Definitive Certificates, evidencing in the aggregate such specified percentage
of the Voting Rights.

            (e) The Book-Entry Certificates (i) shall be delivered by the
Certificate Registrar to the Depository, or pursuant to the Depository's
instructions, and shall be registered in the name of Cede & Co. and (ii) shall
bear a legend substantially to the following effect:

            Unless this certificate is presented by an authorized representative
            of The Depository Trust Company, a New York corporation ("DTC"), to
            the Certificate Registrar or its agent for registration of transfer,
            exchange or payment, and any certificate issued is registered in the
            name of Cede & Co. or in such other name as is requested by an
            authorized representative of DTC (and any payment is made to Cede &
            Co. or to such other entity as is requested by an authorized
            representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
            VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
            registered owner hereof, Cede & Co., has an interest herein.

            The Book-Entry Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and
shall bear such legend as may be appropriate.

            (f) If the Trustee has instituted or has been directed to institute
any judicial proceeding in a court to enforce the rights of the
Certificateholders under the Certificates, and the Trustee has been advised by
counsel that in connection with such proceeding it is necessary or appropriate
for the Trustee to obtain possession of all or any portion of the Certificates
evidenced by Book-Entry Certificates, the Trustee may in its sole discretion
determine that such Certificates shall no longer be represented by such
Book-Entry Certificates. In such event, the Certificate Registrar will execute,
authenticate and deliver, in exchange for such Book-Entry Certificates,
Definitive Certificates in a Denomination equal to the aggregate Denomination of
such Book-Entry Certificates to the party so requesting such Definitive
Certificates. In such event, the Trustee shall notify the affected Certificate
Owners and make appropriate arrangements for the effectuation of the purpose of
this clause.

            (g) Upon acceptance for exchange or transfer of a beneficial
interest in a Book-Entry Certificate for a Definitive Certificate, as provided
herein, the Certificate Registrar shall endorse on a schedule affixed to the
related Book-Entry Certificate (or on a continuation of such schedule affixed to
such Book-Entry Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the
Denomination of such Book-Entry Certificate equal to the Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.

            (h) If a Holder of a Definitive Certificate wishes at any time to
transfer such Certificate to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Book-Entry Certificate, such transfer may
be effected only in accordance with Depository Rules and this Section 5.03(h).
Upon receipt by the Certificate Registrar at the Registrar Office of (i) the
Definitive Certificate to be transferred with an assignment and transfer
pursuant to Section 5.02(a), (ii) written instructions given in accordance with
Depository Rules directing the Certificate Registrar to credit or cause to be
credited to another account a beneficial interest in the related Book-Entry
Certificate, in an amount equal to the Denomination of the Definitive
Certificate to be so transferred, (iii) a written order given in accordance with
the Depository Rules containing information regarding the account to be credited
with such beneficial interests (iv) if the affected Certificate is a Private
Certificate, a QIB Investment Representation Letter or a Regulation S Investment
Representation Letter, the Certificate Registrar shall cancel such Definitive
Certificate, execute and deliver a new Definitive Certificate for the
Denomination of the Definitive Certificate not so transferred, registered in the
name of the Holder or the Holder's transferee (as instructed by the Holder), and
the Certificate Registrar shall instruct the Depository or the custodian holding
such Book-Entry Certificate on behalf of the Depository to increase the
Denomination of the related Book-Entry Certificate by the Denomination of the
Definitive Certificate to be so transferred, and to credit or cause to be
credited to the account of the Person specified in such instructions a
corresponding Denomination of such Book-Entry Certificate.

            Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Certificate Registrar, or
the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (ii) there is delivered to the
Trustee and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of actual
notice to the Trustee or the Certificate Registrar that such Certificate has
been acquired by a bona fide purchaser, the Certificate Registrar shall execute
and authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of the same Class and
of like Percentage Interest. Upon the issuance of any new Certificate under this
Section, the Trustee and the Certificate Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of
the Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

            Section 5.05 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Registrar and any agents of
any of them may treat the person in whose name such Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01 and for all other purposes whatsoever, except as and to
the extent provided in the definition of "Certificateholder," and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agent of any of them shall be affected by notice
to the contrary except as provided in Section 5.03(d).

            Section 5.06 Access to Certificateholders' Names and Addresses. (a)
If any Certificateholder, the Special Servicer or the Master Servicer (for
purposes of this Section 5.06, an "Applicant") applies in writing to the
Certificate Registrar, and such application states that the Applicant desires to
communicate with other Certificateholders, the Certificate Registrar shall
furnish or cause to be furnished to such Applicant a list of the names and
addresses of the Certificateholders as of the most recent Record Date, at the
expense of the Applicant, in the case of any Certificateholder and the expense
of the Trust Fund in the case of the Master Servicer or the Special Servicer.

            (b) Every Certificateholder, by receiving and holding its
Certificate, agrees with the Trustee and the Certificate Registrar that the
Trustee and the Certificate Registrar shall not be held accountable in any way
by reason of the disclosure of any information as to the names and addresses of
the Certificateholders hereunder, regardless of the source from which such
information was derived.

            (c) From time to time, upon the request of and at no expense to the
Trustee, the Certificate Registrar shall deliver to the Trustee the list of
Certificateholders and their addresses as currently reflected in the Certificate
Register.

                                   ARTICLE VI

                            THE DEPOSITOR, THE MASTER
                        SERVICER AND THE SPECIAL SERVICER

            Section 6.01 Liability of the Depositor, the Master Servicer and the
Special Servicer. The Depositor, the Master Servicer and the Special Servicer
shall be liable in accordance herewith only to the extent of the respective
obligations specifically imposed upon and undertaken by the Depositor, the
Master Servicer and the Special Servicer herein.

            Section 6.02 Merger, Consolidation or Conversion of the Depositor,
the Master Servicer or the Special Servicer. (a) Subject to subsection (b)
below, the Depositor, the Master Servicer and the Special Servicer each will
keep in full effect its existence, rights and franchises under the laws of the
jurisdiction of its incorporation or organization, and each will obtain and
preserve its qualification to do business as a foreign corporation or limited
partnership in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of the Loans and to perform
its respective duties under this Agreement.

            (b) The Depositor, the Master Servicer and the Special Servicer each
may be merged or consolidated with or into any Person (other than the Trustee),
or transfer all or substantially all of its assets to any Person (other than the
Trustee), in which case any Person resulting from any merger or consolidation to
which the Depositor, the Master Servicer or the Special Servicer shall be a
party, or any Person succeeding to the business of the Depositor, the Master
Servicer or the Special Servicer, shall be the successor of the Depositor, the
Master Servicer and the Special Servicer, as the case may be, hereunder, without
the execution or filing of any paper (other than an assumption agreement wherein
the successor shall agree to perform the obligations of and serve as the
Depositor, the Master Servicer or the Special Servicer, as the case may be, in
accordance with the terms of this Agreement) or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that such merger, consolidation or succession will not or has
not resulted in a withdrawal, downgrading or qualification of then-current
ratings of the Classes of Certificates that have been so rated (as evidenced by
a letter to such effect from each Rating Agency).

            Section 6.03 Limitation on Liability of the Trustee, the Depositor,
the Master Servicer, the Special Servicer and Others. (a) None of the Depositor,
the Trustee, the Master Servicer, the Special Servicer nor any of the
Affiliates, directors, partners, members, managers, shareholders, officers,
employees or agents of any of them shall be under any liability to the Trust
Fund, the Underwriters, the parties hereto, the Certificateholders, the holder
of any B Loan, the holder of any Serviced Companion Loan or any other Person for
any action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect any of the Depositor, the Trustee, the Master
Servicer or the Special Servicer against any breach of warranties or
representations made by such party herein or any liability which would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the
performance of its duties or by reason of negligent disregard of obligations and
its duties hereunder. The Depositor, the Master Servicer, the Special Servicer,
the Trustee and any director, officer, employee or agent of the Depositor, the
Trustee, the Master Servicer or the Special Servicer may rely in good faith on
any document of any kind which, prima facie, is properly executed and submitted
by any Person respecting any matters arising hereunder.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee and any Affiliate, director, shareholder, member, partner, manager,
officer, employee or agent of any of the foregoing shall be indemnified and held
harmless by the Trust Fund against any loss, liability or expense incurred in
connection with or relating to this Agreement, the Loans, any Serviced Companion
Loan, any B Loan or the Certificates, other than any loss, liability or expense:
(i) specifically required to be borne by such party pursuant to the terms
hereof; (ii) incurred in connection with any breach of a representation or
warranty made by it herein; (iii) incurred by reason of bad faith, willful
misconduct or negligence in the performance of its obligations or duties
hereunder, or by reason of negligent disregard of such obligations or duties or
(iv) in the case of the Depositor and any of its directors, officers, employees
and agents, incurred in connection with any violation by any of them of any
state or federal securities law.

            (b) None of the Depositor, the Trustee, the Master Servicer or the
Special Servicer shall be under any obligation to appear in, prosecute or defend
any legal or administrative action, proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability which it is not reasonably
assured of reimbursement thereof by the Trust; provided, however, that the
Depositor, the Master Servicer, the Special Servicer or the Trustee may in its
discretion undertake any such action, proceeding, hearing or examination that it
may deem necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust Fund, and the Depositor, the
Master Servicer, the Special Servicer and the Trustee shall be entitled to be
reimbursed therefor out of amounts attributable to the Loans on deposit in the
Collection Account as provided by Section 3.05(a).

            (c) Each of the Master Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trust Fund and the Trustee and hold it harmless,
from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related out-of-pocket costs, judgments, and any other
out-of-pocket costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misfeasance, bad faith or negligence
of the Master Servicer or the Special Servicer, as the case may be, in the
performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Master Servicer or the Special Servicer, as the case
may be, of its duties and obligations hereunder or by reason of breach of any
representations or warranties made by it herein. The Master Servicer and the
Special Servicer may consult with counsel, and any written advice or Opinion of
Counsel shall be full and complete authorization and protection with respect to
any action taken or suffered or omitted by it hereunder in good faith in
accordance with the Servicing Standard and in accordance with such advice or
Opinion of Counsel relating to (i) tax matters, (ii) any amendment of this
Agreement under Article X, (iii) the defeasance of any Defeasance Loan or (iv)
any matter involving legal proceeding with a Borrower.

            The Trustee shall immediately notify the Master Servicer or the
Special Servicer, as applicable, if a claim is made by a third party with
respect to this Agreement or the Loans entitling the Trust Fund to
indemnification hereunder, whereupon the Master Servicer or Special Servicer, as
the case may be, shall assume the defense of such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Master Servicer or Special
Servicer, as the case may be, shall not affect any rights of the Trust Fund may
have to indemnification under this Agreement or otherwise, unless the Master
Servicer's or Special Servicer's, as the case may be, defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the
Master Servicer and the Special Servicer.

            The Depositor agrees to indemnify the Master Servicer, the Special
Servicer and the Trustee and any Affiliate, director, officer, employee or agent
thereof, and hold them harmless, from and against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related out-of-pocket
costs, judgments, and any other out-of-pocket costs, liabilities, fees and
expenses that any of them may sustain arising from or as a result of any breach
of representations and warranties or failure in the performance of the
Depositor's obligations and duties under this Agreement. The Master Servicer,
the Special Servicer and the Trustee shall immediately notify the Depositor if a
claim is made by a third party with respect to this Agreement or the Loans
entitling it to indemnification hereunder, whereupon the Depositor shall assume
the defense of such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Depositor shall not affect any rights any of the
foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Depositor's defense of such claim is materially prejudiced thereby.
The indemnification provided herein shall survive the termination of this
Agreement.

            The Trustee agrees to indemnify the Master Servicer, the Special
Servicer and the Depositor and any Affiliate, director, officer, employee or
agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related
out-of-pocket costs, judgments, and any other out-of-pocket costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of
any breach of representations and warranties made by it herein or as a result of
any willful misfeasance, bad faith or negligence of the Trustee in the
performance of its obligations and duties under this Agreement or the negligent
disregard by the Trustee of its duties and obligations hereunder. The Depositor,
Master Servicer or the Special Servicer shall immediately notify the Trustee if
a claim is made by a third party with respect to this Agreement or the Loans
entitling it to indemnification hereunder, whereupon the Trustee shall assume
the defense of such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Trustee shall not affect any rights any of the
foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee's defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement.

            Section 6.04 Master Servicer and Special Servicer Not to Resign.
Subject to the provisions of Section 6.02, none of the Master Servicer and the
Special Servicer shall resign from their respective obligations and duties
hereby imposed on each of them except upon (a) a determination that such party's
duties hereunder are no longer permissible under applicable law or (b) in the
case of the Master Servicer or Special Servicer, upon the appointment of, and
the acceptance of such appointment by, a successor Master Servicer or Special
Servicer, as applicable and receipt by the Trustee of written confirmation from
each applicable Rating Agency that such resignation and appointment will not
cause such Rating Agency to downgrade, withdraw or qualify any of the
then-current ratings assigned by such Rating Agency to any Class of
Certificates. Any such determination permitting the resignation of the Master
Servicer or the Special Servicer pursuant to above clause (a) above shall be
evidenced by an Opinion of Counsel (the cost of which, together with any other
expenses of such resignation, shall be at the expense of the resigning party) to
such effect delivered to the Trustee. No such resignation by the Master Servicer
or the Special Servicer shall become effective until the Trustee or a successor
Master Servicer shall have assumed the Master Servicer's or Special Servicer's,
as applicable, responsibilities and obligations in accordance with Section 7.02.

            Section 6.05 Rights of the Depositor in Respect of the Master
Servicer and the Special Servicer. The Depositor may, but is not obligated to,
enforce the obligations of the Master Servicer and the Special Servicer
hereunder and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Master Servicer and the Special
Servicer hereunder or exercise the rights of the Master Servicer or Special
Servicer, as applicable, hereunder; provided, however, that the Master Servicer
and the Special Servicer shall not be relieved of any of their respective
obligations hereunder by virtue of such performance by the Depositor or its
designee. The Depositor shall not have any responsibility or liability for any
action or failure to act by the Master Servicer or the Special Servicer and is
not obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.

                                   ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default; Master Servicer and Special Servicer
Termination. (a) "Event of Default," wherever used herein, means any one of the
following events:

            (i) any failure by the Master Servicer to make (x) any deposit or
      remittance (including a P&I Advance) required to be made by the Master
      Servicer to the Collection Account, Servicing Accounts, Excess Interest
      Distribution Account, A/B Loan Custodial Account, Companion Loan Custodial
      Account, Excess Liquidation Proceeds Account, Interest Reserve Account or
      either Distribution Account by 5:00 p.m. New York City time on the Master
      Servicer Remittance Date, which is not cured by 11:00 a.m. New York City
      time on the related Distribution Date; provided, however, that if the
      Master Servicer fails to make any remittance so required, including any
      Advance, to be made by the Master Servicer on the Master Servicer
      Remittance Date (without regard to any grace period), the Master Servicer
      shall pay to the Trustee, for the account of the Trustee, interest on such
      late remittance at the Prime Rate from and including the Master Servicer
      Remittance Date to but excluding the Distribution Date or (y) any
      Servicing Advance when required to be made pursuant to this Agreement,
      which failure to make a Servicing Advance remains uncured for fifteen days
      (or such shorter time as is necessary to avoid the lapse of any required
      Insurance Policy or the foreclosure of any tax lien on the related
      Mortgaged Property); or

            (ii) any failure by the Special Servicer to deposit into, or to
      remit to the Master Servicer for deposit into the Collection Account, A/B
      Loan Custodial Account, Companion Loan Custodial Account or the REO
      Account, or to deposit into, or to remit to the Trustee for deposit into,
      the Lower-Tier Distribution Account any amount required to be so deposited
      or remitted by the Special Servicer, pursuant to the terms of this
      Agreement which is not cured within two Business Days after such payment
      is due, provided, however, that if the Special Servicer fails to make any
      remittance so required to be made by the Special Servicer, and Master
      Servicer is required to make an Advance for such amount, the Special
      Servicer shall pay to the Master Servicer for deposit into the Collection
      Account, interest on such late remittance at the Prime Rate from and
      including the date such payment was due until the date such payment was
      actually made; or

            (iii) any failure on the part of the Master Servicer or the Special
      Servicer duly to observe or perform in any material respect any other of
      the covenants or agreements on the part of the Master Servicer or the
      Special Servicer contained in this Agreement which continues unremedied
      for a period of 30 days (15 days in the case of a failure to pay the
      premium for any Insurance Policy required to be maintained hereunder)
      after the date on which written notice of such failure, requiring the same
      to be remedied, shall have been given to the Master Servicer or the
      Special Servicer, as the case may be, by any other party hereto and, with
      respect to any Loan Combination, by the related Companion Loan Holder or B
      Loan Holder, as applicable, or to the Master Servicer, the Special
      Servicer, the Depositor and the Trustee by the Holders of Certificates of
      any Class evidencing, as to such Class, Percentage Interests aggregating
      not less than 25%; provided, however, that with respect to any such
      failure which is not curable within such 30-day period or 15-day period,
      as applicable, the Master Servicer or the Special Servicer, as the case
      may be, shall have an additional cure period of 30 days to effect such
      cure so long as the Master Servicer or the Special Servicer, as the case
      may be, has commenced to cure such failure within such initial 30-day
      period or 15-day period, as applicable, and has diligently pursued, and is
      continuing to pursue, a full cure; or

            (iv) any breach on the part of the Master Servicer or the Special
      Servicer of any representation or warranty contained in Section 3.23 or
      Section 3.24, as applicable, which materially and adversely affects the
      interests of any Class of Certificateholders and which continues
      unremedied for a period of 30 days after the date on which notice of such
      breach, requiring the same to be remedied, shall have been given to the
      Master Servicer or the Special Servicer, as the case may be, by the
      Depositor or the Trustee and, with respect to any Loan Combination, by the
      related Companion Loan Holder or B Loan Holder, as applicable, or to the
      Master Servicer, the Special Servicer, the Depositor and the Trustee by
      the Holders of Certificates of any Class evidencing, as to such Class,
      Percentage Interests aggregating not less than 25%; provided, however,
      that with respect to any such breach which is not curable within such
      30-day period, the Master Servicer or the Special Servicer, as the case
      may be, shall have an additional cure period of 30 days to effect such
      cure so long as the Master Servicer or the Special Servicer, as the case
      may be, has commenced to cure such breach within the initial 30-day period
      and has diligently pursued, and is continuing to pursue, a full cure; or

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

            (vi) the Master Servicer or the Special Servicer shall consent to
      the appointment of a conservator, receiver, liquidator, trustee or similar
      official in any bankruptcy, insolvency, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings of or relating to the
      Master Servicer or the Special Servicer or relating to all or
      substantially all of its property; or

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

            (viii) the Master Servicer is removed from S&P's approved master
      servicer list or, the Special Servicer is removed from S&P's approved
      special servicer list, and the Master Servicer or Special Servicer, as the
      case may be, is not reinstated to that list within 60 days after its
      removal therefrom; or

            (ix) the Trustee shall have received written notice from Fitch that
      the continuation of the Master Servicer or the Special Servicer in that
      capacity would result, or has resulted, in a downgrade or withdrawal of
      any rating then assigned by Fitch to any Class of Certificates.

            If any Event of Default shall have occurred with respect to the
Master Servicer or Special Servicer, if a Responsible Officer has actual
knowledge of such Event of Default, the Trustee shall provide notice of such
Event of Default to each Companion Loan Holder and B Loan Holder using the
notice information set forth in the related Intercreditor Agreement for such
Companion Loan Holder and B Loan Holder. The Trustee shall be entitled to
conclusively rely on the identities and addresses of the Companion Loan Holders
and the B Loan Holders set forth in the related Intercreditor Agreement unless
and until it is notified in writing by the Master Servicer or any such Companion
Loan Holder or B Loan Holder that such identity and/or address has changed.

            (b) If any Event of Default with respect to the Master Servicer or
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 25% of the Voting Rights, shall, terminate, by notice in
writing to the Defaulting Party (a "Termination Notice"), with a copy of such
notice to the Depositor, the Certificate Registrar and, with respect to any Loan
Combination, the related Companion Loan Holder or B Loan Holder, as applicable,
all of the rights and obligations of the Defaulting Party under this Agreement
and in and to the Loans and Serviced Companion Loan and the proceeds thereof;
provided, however, that the Defaulting Party shall be entitled to the payment of
accrued and unpaid compensation and reimbursement through the date of such
termination, as well as amounts due to it thereafter, if any, including with
respect to the Excess Servicing Strip and Assignable Primary Servicing Fees, as
provided for under this Agreement for services rendered and expenses incurred.

            From and after the receipt by the Defaulting Party of such written
notice, all authority and power of the Defaulting Party under this Agreement,
whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Loans, Serviced Companion Loan or otherwise, shall pass to
and be vested in the Trustee pursuant to and under this Section, and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Loans, Serviced Companion Loan and related
documents, or otherwise.

            The Master Servicer and Special Servicer each agree that if it is
terminated pursuant to this Section 7.01(b), it shall promptly (and in any event
no later than 20 Business Days after its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable the
Trustee to assume the Master Servicer's or the Special Servicer's, as the case
may be, functions hereunder, and shall cooperate with the Trustee in effecting
the termination of the Master Servicer's or the Special Servicer's, as the case
may be, responsibilities and rights hereunder, including, without limitation,
the transfer within five Business Days to the Trustee for administration by it
of all cash amounts which shall at the time be or should have been credited by
the Master Servicer to the Collection Account, or any Servicing Account (if it
is the Defaulting Party) or by the Special Servicer to the REO Account (if it is
the Defaulting Party) or thereafter be received with respect to the Loans, any
Serviced Companion Loan or any REO Property (provided, however, that the Master
Servicer and Special Servicer each shall, if terminated pursuant to this Section
7.01(b), continue to be entitled to receive all amounts accrued or owing to it
under this Agreement on or prior to the date of such termination, whether in
respect of Advances (in the case of the Master Servicer) or otherwise, as well
as amounts due to it thereafter, if any, and it and its directors, officers,
employees and agents shall continue to be entitled to the benefits of Section
6.03 notwithstanding any such termination).

            (c) (1) The Holder or Holders of more than 50% of the aggregate
Certificate Balance of the Controlling Class shall be entitled to terminate the
rights and obligations of the Special Servicer under this Agreement, with or
without cause, upon 10 Business Days notice to the Master Servicer, the Special
Servicer and the Trustee, and to appoint a successor Special Servicer, (2)
persons constituting a Stanford Shopping Center Control Group shall be entitled
to terminate the rights and obligations of the Special Servicer under this
Agreement, with or without cause, solely in respect of the Stanford Shopping
Center Total Loan and/or any related REO Property, (3) with respect to the Mall
at Fairfield Commons Total Loan, the Mall at Fairfield Commons Companion Lender
shall be entitled to terminate the rights and obligations of the Special
Servicer under this Agreement, solely upon an Event of Default of such Special
Servicer and solely if the Directing Certificateholder has not already
terminated the Special Servicer subsequent to and based on such Event of
Default, solely in respect of the Mall at Fairfield Commons Total Loan and/or
any related REO Property and (4) with respect to the Jefferson at Montfort Total
Loan, the Jefferson at Montfort B Loan Holder shall be entitled to terminate the
rights and obligations of the Special Servicer under this Agreement, solely upon
an Event of Default of such Special Servicer and solely if the Directing
Certificateholder has not already terminated the Special Servicer subsequent to
and based on such Event of Default, solely in respect of the Jefferson at
Montfort Total Loan and/or any related REO Property, upon 10 Business Days prior
written notice to the Master Servicer, the Special Servicer and the Trustee,
which shall, if the termination of the Special Servicer is for cause, set forth
the Event of Default which gave rise to such termination, and to appoint a
successor Special Servicer, in each case, solely with respect to the Loan
Combination for which the Special Servicer was terminated; provided, that the
Directing Certificateholder shall have the right to replace the replacement
Special Servicer of the Jefferson at Montfort Total Loan appointed by the
Jefferson at Montfort B Loan Holder so long as such replacement is not the
defaulting Special Servicer that the Jefferson at Montfort B Loan Holder
terminated; provided, however, that in any case (i) such successor will meet the
requirements set forth in Section 7.02 and (ii) as evidenced in writing by each
of the Rating Agencies, the proposed successor of the Special Servicer will not,
in and of itself, result in a downgrading, withdrawal or qualification of
then-current ratings provided by the Rating Agencies in respect to any Class of
then outstanding Certificates that is rated. No penalty or fee shall be payable
to the Special Servicer with respect to any termination pursuant to this Section
7.01(c). Any expenses of the trust as a result of any termination pursuant to
this Section 7.01(c) shall be paid by the Holders who effected such termination.

            (d) The Directing Certificateholder shall have the right to
terminate the Special Servicer, with or without cause, in accordance with the
provisions of Section 7.01(b), and shall have the right to cause the Trustee to
appoint a successor Special Servicer designated by the Directing
Certificateholder; provided, the Directing Certificateholder shall only have the
right to terminate the Special Servicer in respect of the Stanford Shopping
Center Loan if it is part of the Stanford Shopping Center Control Group and,
with respect to the Mall at Fairfield Commons Total Loan, the Mall at Fairfield
Commons Companion Lender shall be entitled to terminate the rights and
obligations of the Special Servicer under this Agreement, solely upon an Event
of Default of such Special Servicer and solely if the Directing
Certificateholder has not already terminated the Special Servicer subsequent to
and based on such Event of Default, solely in respect of the Mall at Fairfield
Commons Total Loan and/or any related REO Property; provided, however, that (i)
any such successor will meet the requirements set forth in Section 7.02 and (ii)
as evidenced in writing by each of the Rating Agencies, the proposed successor
of the Special Servicer will not, in and of itself, result in a downgrading,
withdrawal or qualification of then-current ratings provided by the Rating
Agencies in respect to any Class of then outstanding Certificates that is rated
and by Moody's with respect to the certificates issued pursuant to the
securitization containing any Companion Loan.

            (e) The Master Servicer and Special Servicer shall, from time to
time, take all such actions as are required by them in order to maintain their
respective status as an approved servicer and special servicer, as applicable
and as pertains to this transaction, with each of the Rating Agencies.

            Section 7.02 Trustee to Act; Appointment of Successor. On and after
the time the Master Servicer or the Special Servicer, as the case may be, either
resigns pursuant to clause (a) of the first sentence of Section 6.04(a) or
receives a notice of termination for cause pursuant to Section 7.01(b), and
provided that no acceptable successor has been appointed in accordance with the
requirements of this Agreement, the Trustee shall be and become the successor to
the Master Servicer or Special Servicer, as the case may be, in all respects in
its capacity as Master Servicer or Special Servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties, liabilities and limitations on liability relating
thereto and that arise thereafter placed on or for the benefit of the Master
Servicer or Special Servicer by the terms and provisions hereof; provided,
however, that any failure to perform such duties or responsibilities caused by
the terminated party's failure under Section 7.01 to provide information or
moneys required hereunder shall not be considered a default by such successor
hereunder.

            The appointment of a successor Master Servicer shall not affect any
liability of the predecessor Master Servicer which may have arisen prior to its
termination as Master Servicer, and the appointment of a successor Special
Servicer shall not affect any liability of the predecessor Special Servicer
which may have arisen prior to its termination as Special Servicer. The Trustee
in its capacity as successor to the Master Servicer or the Special Servicer, as
the case may be, shall not be liable for any of the representations and
warranties of the Master Servicer or the Special Servicer, respectively, herein
or in any related document or agreement, for any acts or omissions of the
predecessor Master Servicer or Special Servicer or for any losses incurred by
the Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be
required to purchase any Loan hereunder.

            As compensation therefor, the Trustee as successor Master Servicer
shall be entitled to the Master Servicing Fees and all fees relating to the
Loans which the Master Servicer would have been entitled to if the Master
Servicer had continued to act hereunder (subject to Section 3.11(a) with respect
to the Assignable Primary Servicing Fee and the Excess Servicing Strip),
including but not limited to any income or other benefit from any Permitted
Investment pursuant to Section 3.06, and as successor to the Special Servicer
shall be entitled to the Special Servicing Fees to which the Special Servicer
would have been entitled if the Special Servicer had continued to act hereunder.
Should the Trustee succeed to the capacity of the Master Servicer or the Special
Servicer, the Trustee shall be afforded the same standard of care and liability
as the Master Servicer or the Special Servicer, as applicable, hereunder
notwithstanding anything in Section 8.01 to the contrary, but only with respect
to actions taken by it in its role as successor Master Servicer or successor
Special Servicer, as the case may be, and not with respect to its role as
Trustee hereunder. The Trustee shall not be entitled to receive the Assignable
Primary Servicing Fees.

            Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to the Master Servicer or Special Servicer, or shall, if it
is unable to so act, or if the Trustee is not approved as a servicer or special
servicer, as applicable, by each Rating Agency, or if the Holders of
Certificates entitled to at least 51% of the Voting Rights so request in writing
to the Trustee, promptly appoint, or petition a court of competent jurisdiction
to appoint, any established mortgage loan servicing institution which meets the
criteria set forth herein, as the successor to the Master Servicer or the
Special Servicer, as applicable, hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer or Special
Servicer hereunder. No appointment of a successor to the Master Servicer or the
Special Servicer under this Section 7.02 shall be effective (i) until each of
the Rating Agencies shall have confirmed in writing that its then-current rating
(if any) of each Class of Certificates will not be qualified (as applicable),
downgraded or withdrawn by reason thereof and (ii) until the assumption in
writing by the successor to the Master Servicer or the Special Servicer of all
its responsibilities, duties and liabilities hereunder that arise thereafter.
Pending appointment of a successor to the Master Servicer or the Special
Servicer hereunder, unless the Trustee shall be prohibited by law from so
acting, the Trustee shall act in such capacity as herein above provided.

            In connection with such appointment and assumption of a successor to
the Master Servicer or Special Servicer as described herein, subject to Section
3.11(a), the Trustee may make such arrangements for the compensation of such
successor out of payments on Loans as it and such successor shall agree;
provided, however, that no such compensation with respect to a successor Master
Servicer or successor Special Servicer, as the case may be, shall be in excess
of that permitted the terminated Master Servicer or Special Servicer, as the
case may be, hereunder, excluding the Assignable Primary Servicing Fee;
provided, further, that if no successor can be obtained for such compensation,
then, subject to approval by the Rating Agencies, additional amounts shall be
paid to such successor and such amounts in excess of that permitted the
terminated Master Servicer or Special Servicer, as the case may be, shall be
treated as Collateral Support Deficit. The Trustee, the Master Servicer or the
Special Servicer (whichever is not the terminated party) and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. Any costs and expenses associated with the
transfer of the servicing function (other than with respect to a termination
without cause) under this Agreement shall be borne by the predecessor Master
Servicer or Special Servicer.

            Section 7.03 Notification to Certificateholders. (a) Upon any
resignation of the Master Servicer or the Special Servicer pursuant to Section
6.04, any termination of the Master Servicer or the Special Servicer pursuant to
Section 7.01 or any appointment of a successor to the Master Servicer or the
Special Servicer pursuant to Section 7.02, the Trustee shall give prompt written
notice thereof to Certificateholders at their respective addresses appearing in
the Certificate Register and, to the extent such information has been made
available to the Trustee, to the holder of any Serviced Companion Loan and any B
Loan Holder.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) 5 days after the Trustee would be deemed
to have notice of the occurrence of such an event in accordance with Section
8.02(vii), the Trustee shall transmit by mail to the Depositor and all
Certificateholders and the Depositor shall send to the holder of any Serviced
Companion Loan and any B Loan Holder notice of such occurrence, unless such
default shall have been cured.

            Section 7.04 Waiver of Events of Default. The Holders of
Certificates representing at least 66?% of the Voting Rights allocated to each
Class of Certificates affected by any Event of Default hereunder may waive such
Event of Default within 20 days of the receipt of notice from the Trustee of the
occurrence of such Event of Default; provided, however, that an Event of Default
under (x) and (y) of clause (i) of Section 7.01(a) may be waived by 100% of the
certificateholders of the affected Classes and the Trustee. Upon any such waiver
of an Event of Default and reimbursement by the party requesting such waiver to
the Trustee of all costs and expenses incurred by it in connection with such
Event of Default and prior to its waiver, such Event of Default shall cease to
exist and shall be deemed to have been remedied for every purpose hereunder. No
such waiver shall extend to any subsequent or other Event of Default or impair
any right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
the same Voting Rights with respect to the matters described above as they would
if any other Person held such Certificates.

            Section 7.05 Trustee Advances. If the Master Servicer fails to
fulfill its obligations hereunder to make any Advances, the Trustee shall
perform such obligations (x) within one Business Day of such failure (a failure
only occurring after the Master Servicer's cure period under Section
7.01(a)(i)(y) has expired) by the Master Servicer with respect to Servicing
Advances to the extent a Responsible Officer of the Trustee has been notified in
writing of such failure with respect to such Servicing Advances and (y) by 1:00
p.m., New York City time, on the related Distribution Date with respect to P&I
Advances. With respect to any such Advance made by the Trustee, the Trustee
shall succeed to all of the Master Servicer's rights with respect to Advances
hereunder, including, without limitation, the Master Servicer's rights of
reimbursement and interest on each Advance at the Reimbursement Rate, and rights
to determine that a proposed Advance is a Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, as the case may be (without regard to any
impairment of any such rights of reimbursement caused by the Master Servicer's
default in its obligations hereunder); provided, however, that if Advances made
by both the Trustee and the Master Servicer shall at any time be outstanding, or
any interest on any Advance shall be accrued and unpaid, all amounts available
to repay such Advances and the interest thereon hereunder shall be applied
entirely to the Advances outstanding to the Trustee, until such Advances shall
have been repaid in full, together with all interest accrued thereon, prior to
reimbursement of the Master Servicer for such Advances. The Trustee shall be
entitled to conclusively rely on any notice given with respect to a
Nonrecoverable Advance hereunder.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            Section 8.01 Duties of Trustee. (a) The Trustee, prior to the
occurrence of an Event of Default and after the curing or waiving of all Events
of Default which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. If an Event of
Default occurs and is continuing, then (subject to Section 8.02(vii) below) the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Any permissive right of the Trustee contained in this Agreement
shall not be construed as a duty.

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall make a request to the responsible party to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

            (i) Prior to the occurrence of an Event of Default, and after the
      curing of all such Events of Default which may have occurred, the duties
      and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for
      the performance of such duties and obligations as are specifically set
      forth in this Agreement, no implied covenants or obligations shall be read
      into this Agreement against the Trustee and, in the absence of bad faith
      on the part of the Trustee, the Trustee may conclusively rely, as to the
      truth of the statements and the correctness of the opinions expressed
      therein, upon any certificates or opinions furnished to the Trustee and
      conforming to the requirements of this Agreement;

            (ii) The Trustee shall not be liable for an error of judgment made
      in good faith by a Responsible Officer or Responsible Officers of the
      Trustee, unless it shall be proved that the Trustee was negligent in
      ascertaining the pertinent facts;

            (iii) The Trustee shall not be liable with respect to any action
      taken, suffered or omitted to be taken by it in good faith in accordance
      with the direction of Holders of Certificates entitled to at least 25% of
      the Voting Rights relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Agreement (unless a
      higher percentage of Voting Rights is required for such action); and

            (iv) Subject to the other provisions of this Agreement and without
      limiting the generality of this Section 8.01, the Trustee shall have no
      duty except in the capacity as successor Master Servicer or successor
      Special Servicer (A) to see to any recording, filing or depositing of this
      Agreement or any agreement referred to herein or any financing statement
      or continuation statement evidencing a security interest, or to see to the
      maintenance of any such recording or filing or depositing or to any
      re-recording, refiling or redepositing of any thereof, (B) to see to any
      insurance, and (C) to confirm or verify the contents of any reports or
      certificates of the Master Servicer or Special Servicer delivered to the
      Trustee pursuant to this Agreement reasonably believed by the Trustee to
      be genuine and to have been signed or presented by the proper party or
      parties.

            Section 8.02 Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 8.01:

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

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

            (iii) The Trustee shall be under no obligation to exercise any of
      the trusts or powers vested in it by this Agreement or to make any
      investigation of matters arising hereunder or to institute, conduct or
      defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders, pursuant to the
      provisions of this Agreement, unless, in the Trustee's reasonable opinion,
      such Certificateholders shall have offered to the Trustee reasonable
      security or indemnity against the costs, expenses and liabilities which
      may be incurred therein or thereby; the Trustee shall not be required to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its duties hereunder, or in the exercise of any
      of its rights or powers, if it shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it; nothing contained herein shall,
      however, relieve the Trustee of the obligation, upon the occurrence of an
      Event of Default which has not been cured, to exercise such of the rights
      and powers vested in it by this Agreement, and to use the same degree of
      care and skill in their exercise as a prudent man would exercise or use
      under the circumstances in the conduct of his own affairs;

            (iv) The Trustee shall not be liable for any action reasonably
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Agreement;

            (v) Prior to the occurrence of an Event of Default hereunder and
      after the curing of all Events of Default which may have occurred, the
      Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other
      paper or document, unless requested in writing to do so by Holders of
      Certificates entitled to at least 50% of the Voting Rights; provided,
      however, that if the payment within a reasonable time to the Trustee of
      the costs, expenses or liabilities likely to be incurred by it in the
      making of such investigation is, in the opinion of the Trustee, not
      reasonably assured to the Trustee by the security afforded to it by the
      terms of this Agreement, the Trustee may require reasonable indemnity
      against such expense or liability as a condition to taking any such
      action. The reasonable expense of every such reasonable examination shall
      be paid by the Master Servicer or, if paid by the Trustee, shall be repaid
      by the Master Servicer upon demand;

            (vi) The Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys; provided, however, that the appointment of such agents or
      attorneys shall not relieve the Trustee of its duties or obligations
      hereunder;

            (vii) For all purposes under this Agreement, the Trustee shall not
      be required to take any action with respect to, or be deemed to have
      notice or knowledge of any default or Event of Default unless a
      Responsible Officer of the Trustee has actual knowledge thereof or shall
      have received written notice thereof. In the absence of receipt of such
      notice and such actual knowledge otherwise obtained, the Trustee may
      conclusively assume that there is no default or Event of Default;

            (viii) The Trustee shall not be responsible for any act or omission
      of the Master Servicer, the Special Servicer or the Directing
      Certificateholder (unless the Trustee is acting as Master Servicer,
      Special Servicer or the Directing Certificateholder, as the case may be)
      or of the Depositor; and

            (ix) The Trustee shall not be required to give any bond or surety in
      respect of the execution of the Trust Fund created hereby or the power
      granted hereunder.

            Section 8.03 Trustee Not Liable for Validity or Sufficiency of
Certificates or Loans. The recitals contained herein and in the Certificates,
other than the acknowledgments of the Trustee in Section 2.04, shall be taken as
the statements of the Depositor, the Master Servicer or the Special Servicer, as
the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee does not make any representations as to the validity or
sufficiency of this Agreement or of any Certificate or of any Loan or related
document. The Trustee shall not be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
in respect of the assignment of the Loans to the Trust Fund, or any funds
deposited in or withdrawn from the Collection Account or any other account by or
on behalf of the Depositor, the Master Servicer, the Special Servicer or the
Trustee. The Trustee shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer or the Special
Servicer, and accepted by the Trustee, in good faith, pursuant to this
Agreement.

            Section 8.04 Trustee May Own Certificates. The Trustee in its
individual capacity and not as Trustee, may become the owner or pledgee of
Certificates, and may deal with the Depositor, the Master Servicer, the Special
Servicer, the Initial Purchaser and the Underwriters in banking transactions,
with the same rights it would have if it were not Trustee.

            Section 8.05 Fees and Expenses of Trustee; Indemnification of
Trustee. (a) As compensation for the performance of its duties, the Trustee
shall be paid the Trustee Fee, equal to one month's interest at the Trustee Fee
Rate on the Stated Principal Balance of each Loan or REO Loan, which shall cover
recurring and otherwise reasonably anticipated expenses of the Trustee. The
Trustee Fee (which shall not be limited to any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee's
sole form of compensation for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties of the Trustee hereunder.

            (b) [Reserved].

            (c) The Trustee shall be paid or reimbursed by the Trust Fund upon
its request for all reasonable expenses and disbursements incurred by the
Trustee pursuant to and in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ) to
the extent such payments are "unanticipated expenses incurred by the REMIC"
within the meaning of Treasury Regulations Section 1.860G-1(b)(iii) except any
such expense, disbursement or advance as may arise from its negligence, bad
faith or willful misconduct; provided, however, that subject to Section
8.02(iii) and 8.14(b), respectively, the Trustee shall not refuse to perform any
of its duties hereunder solely as a result of the failure to be paid the Trustee
Fee or the Trustee's expenses.

            Section 8.06 Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be, and will be required to resign if it fails to
be, (i) a corporation, national bank or national banking association, organized
and doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers and to accept the
trust conferred under this Agreement, having a combined capital and surplus of
at least $50,000,000 and subject to supervision or examination by federal or
state authority and shall not be an Affiliate of the Master Servicer or the
Special Servicer (except during any period when the Trustee is acting as, or has
become successor to, the Master Servicer or the Special Servicer, as the case
may be, pursuant to Section 7.02), (ii) an institution insured by the Federal
Deposit Insurance Corporation and (iii) an institution whose long-term senior
unsecured debt is rated "AA-" or higher by Fitch and S&P, "Aa3" or higher by
Moody's and a short-term rating of at least "F-1" by Fitch (or such entity as
would not, as evidenced in writing by such Rating Agency, result in the
qualification (as applicable), downgrading or withdrawal of any of the
then-current ratings then assigned thereby to the Certificates).

            If such corporation, national bank or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In the event the place of business from which the Trustee administers
the Trust REMICs is in a state or local jurisdiction that imposes a tax on the
Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax
imposed under the REMIC Provisions), the Trustee shall elect either to (i)
resign immediately in the manner and with the effect specified in Section 8.07,
(ii) pay such tax at no expense to the Trust Fund or (iii) administer the Trust
REMICs from a state and local jurisdiction that does not impose such a tax.

            Section 8.07 Resignation and Removal of the Trustee. (a) The Trustee
may at any time resign and be discharged from the trusts hereby created by
giving written notice thereof to the Depositor, the Master Servicer, the Special
Servicer and to all Certificateholders. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee acceptable
to the Master Servicer and the Rating Agencies (as evidenced in writing by such
Rating Agency that such appointment would not result in the qualification (as
applicable), downgrading or withdrawal of any of the then-current ratings then
assigned thereby to the Certificates) by written instrument, in duplicate, which
instrument shall be delivered to the resigning Trustee and to the successor
trustee. A copy of such instrument shall be delivered to the Master Servicer,
the Special Servicer, the Certificateholders and, with respect to any Loan
Combination, the related Companion Loan Holder or B Loan Holder, as applicable,
by the Depositor. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee. The resigning Trustee
shall be responsible for the payment of all reasonable expenses incurred in
connection with such resignation and discharge and the appointment of a
successor trustee

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 or if the Depositor has received
notice from the Rating Agencies that failure to remove the Trustee will result
in a downgrade or withdrawal of then-current rating assigned to any Class of
Certificates, and shall fail to resign after written request therefor by the
Depositor or the Master Servicer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Depositor
may remove the Trustee and appoint a successor trustee acceptable to the Master
Servicer and the Rating Agencies (as evidenced in writing by such Rating Agency
that such removal and appointment would not result in the qualification (as
applicable), downgrading or withdrawal of any of the then-current ratings then
assigned thereby to the Certificates), by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, the Certificateholders and, with respect to any
Loan Combination, the related Companion Loan Holder or B Loan Holder, as
applicable, by the Depositor.

            (c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Master Servicer, one complete set to the Trustee, as
the case may be, so removed and one complete set to the successor so appointed.
A copy of such instrument shall be delivered to the Depositor, the Special
Servicer and the remaining Certificateholders by the Master Servicer. The
Trustee shall be reimbursed for all costs and expenses incurred by it in
connection with such removal within 30 days of demand therefor from amounts on
deposit in the Lower-Tier Distribution Account (provided the Trustee is removed
without cause).

            Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

            Within 30 days following any succession of the Trustee under this
Agreement, the predecessor Trustee shall be paid all accrued and unpaid
compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred. No Trustee shall be liable for any action or
omission of any successor Trustee.

            Section 8.08 Successor Trustee. (a) Any successor Trustee appointed
as provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Master Servicer, the Special Servicer and to its predecessor
Trustee, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee, shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as Trustee
herein. The predecessor Trustee or shall deliver to the successor trustee all
Mortgage Files and related documents and statements held by it hereunder, and
the Depositor, the Master Servicer, the Special Servicer and the predecessor
Trustee shall execute and deliver such instruments and do such other things as
may reasonably be required to more fully and certainly vest and confirm in the
successor Trustee all such rights, powers, duties and obligations, and to enable
the successor Trustee to perform its obligations hereunder.

            (b) No successor Trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
or shall be eligible under the provisions of Section 8.06.

            (c) Upon acceptance of appointment by a successor Trustee as
provided in this Section 8.08, the Master Servicer shall mail notice of the
succession of such Trustee hereunder to the Depositor and the Certificateholders
and to the holder of any Serviced Companion Loan. If the Master Servicer fails
to mail such notice within 10 days after acceptance of appointment by the
successor Trustee, such successor Trustee shall cause such notice to be mailed
at the expense of the Master Servicer.

            Section 8.09 Merger or Consolidation of Trustee. Any Person into
which the Trustee may be merged or converted or with which it may be
consolidated or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
all or substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee, hereunder; provided, that, in the case of the
Trustee, such successor Person shall be eligible under the provisions of Section
8.06, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.

            Section 8.10 Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request to do so, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.

            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of then-separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

            Section 8.11 Appointment of Custodians.

            The Trustee may appoint at the Trustee's own expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee; provided, that the Trustee shall inform the Master Servicer of such
appointment. Each Custodian shall be a depositary institution supervised and
regulated by a federal or state banking authority, shall have combined capital
and surplus of at least $10,000,000, shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File, shall not be the Depositor,
any Mortgage Loan Seller or any Affiliate of the Depositor or any Mortgage Loan
Seller, and shall have in place a fidelity bond and errors and omissions policy,
each in such form and amount as is customarily required of custodians acting on
behalf of FHLMC or FNMA. Each Custodian shall be subject to the same
obligations, standard of care, protection and indemnities as would be imposed
on, or would protect, the Trustee hereunder in connection with the retention of
Mortgage Files directly by the Trustee. The appointment of one or more
Custodians shall not relieve the Trustee from any of its obligations hereunder,
and the Trustee shall remain responsible for all acts and omissions of any
Custodian.

            Section 8.12 Access to Certain Information. (a) On or prior to the
date of the first sale of any Private Certificate to an Independent third party,
the Depositor shall provide to the Trustee a copy of any private placement
memorandum or other disclosure document used by the Depositor or its Affiliate
in connection with the offer and sale of the Class of Certificates to which such
Private Certificate relates. In addition, if any such private placement
memorandum or disclosure document is revised, amended or supplemented at any
time following the delivery thereof to the Trustee, the Depositor promptly shall
inform the Trustee of such event and shall deliver to the Trustee a copy of the
private placement memorandum or disclosure document, as revised, amended or
supplemented.

            The Trustee shall maintain at its offices primarily responsible for
administering the Trust Fund and shall, upon reasonable advance written notice,
make available during normal business hours for review by any Holder of a
Certificate, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, any Rating Agency, the Underwriters, with respect
to any Loan Combination, the related Companion Loan Holder or B Loan Holder, as
applicable, or any other Person to whom the Trustee believes such disclosure is
appropriate, originals or copies of the following items to the extent such
documents have been delivered to the Trustee: (i) in the case of a Holder or
prospective transferee of a Private Certificate, any private placement
memorandum or other disclosure document relating to the Class of Certificates to
which such Private Certificate belongs, in the form most recently provided to
the Trustee and (ii) in all cases, (A) this Agreement and any amendments hereto
entered into pursuant to Section 10.01, (B) all statements required to be
delivered to Certificateholders of the relevant Class pursuant to Section 4.02
since the Closing Date, (C) all Officer's Certificates delivered to the Trustee
since the Closing Date pursuant to Section 3.13, (D) all accountants' reports
delivered to the Trustee since the Closing Date pursuant to Section 3.14, (E)
any and all notices, reports and Environmental Assessments delivered to the
Trustee with respect to any Mortgaged Property securing a Defaulted Loan as to
which the environmental testing contemplated by Section 3.09(c) revealed that
either of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof was not satisfied (but only for so long as such Mortgaged Property or
the related Loan are part of the Trust Fund), (F) any and all modifications,
waivers and amendments of the terms of a Loan entered into by the Master
Servicer or the Special Servicer and delivered to the Trustee pursuant to
Section 3.20 (but only for so long as the affected Loan is part of the Trust
Fund), (G) any and all Officer's Certificates delivered to the Trustee to
support the Master Servicer's determination that any P&I Advance or Servicing
Advance was or, if made, would be a Nonrecoverable P&I Advance or Nonrecoverable
Servicing Advance, as the case may be, (H) any and all of the Loan Documents
contained in the Mortgage File, (I) any and all Appraisals obtained pursuant to
the definition of "Appraisal Reduction" herein, (J) information provided to the
Trustee regarding the occurrence of Servicing Transfer Events as to the Loans
and (K) any and all Sub-Servicing Agreements provided to the Trustee and any
amendments thereto and modifications thereof.

            Copies of any and all of the foregoing items will be available from
the Trustee upon written request; provided, however, that the Trustee shall be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing such copies, except in the case of copies provided to
the Rating Agencies, which shall be free of charge. In addition, without
limiting the generality of the foregoing, any Requesting Subordinate
Certificateholder may upon written request from the Trustee obtain a copy of any
report delivered to the Rating Agencies under this Agreement.

            (b) Notwithstanding anything to the contrary herein, in addition to
the reports and information made available and distributed pursuant to the terms
of this Agreement (including the information set forth in Section 8.12(a)), the
Master Servicer and the Trustee shall, in accordance with such reasonable rules
and procedures as each may adopt (which may include the requirement that an
agreement that provides that such information shall be kept confidential and
used solely for purposes of evaluating the investment characteristics of the
Certificates be executed), also make the reports available to Certificateholders
pursuant to Section 4.02, and, with respect to any Loan Combination, the related
Companion Loan Holder or B Loan Holder, as applicable, as well as certain
additional information received by the Master Servicer or the Trustee, as the
case may be, to any Certificateholder, the Underwriters, the Initial Purchasers,
any Certificate Owner, with respect to any Loan Combination, the related
Companion Loan Holder or B Loan Holder, as applicable, or any prospective
investor identified as such by a Certificate Owner, the Underwriters, Initial
Purchasers or, with respect to any Loan Combination, the related Companion Loan
Holder or B Loan Holder, as applicable, that requests such reports or
information; provided that the Master Servicer or the Trustee, as the case may
be, shall be permitted to require payment of a sum sufficient to cover the
reasonable costs and expenses of providing copies of such reports or
information.

            (c) With respect to any information furnished by the Trustee or the
Master Servicer pursuant to this Section 8.12, the Trustee or Master Servicer,
as the case may be, shall be entitled to indicate the source of such information
and the Trustee or Master Servicer, as applicable, may affix thereto any
disclaimer it deems appropriate in its discretion. The Trustee or the Master
Servicer, as applicable, shall notify Certificateholders and, with respect to
any Loan Combination, the related Companion Loan Holder or B Loan Holder, as
applicable, of the availability of any such information in any manner as it, in
its sole discretion, may determine. In connection with providing access to or
copies of the items described in this Section 8.12, the Trustee or the Master
Servicer, as the case may be, may require (a) in the case of Certificate Owners,
a confirmation executed by the requesting Person substantially in form and
substance reasonably acceptable to the Master Servicer or Trustee, as
applicable, generally to the effect that such Person is a beneficial holder of
Certificates or an investment advisor representing such Person and is requesting
the information solely for use in evaluating such Person's investment in the
Certificates and will otherwise keep such information confidential and (b) in
the case of a prospective purchaser or an investment advisor representing such
Person, confirmation executed by the requesting Person in form and substance
reasonably acceptable to the Trustee or the Master Servicer, as the case may be,
generally to the effect that such Person is a prospective purchaser of a
Certificate or an interest therein or an investment advisor representing such
Person, and is requesting the information solely for use in evaluating a
possible investment in Certificates and will otherwise keep such information
confidential. Neither the Master Servicer nor the Trustee shall be liable for
the dissemination of information in accordance with this Agreement.

            Section 8.13 Representations, Warranties and Covenants of the
Trustee. (a) The Trustee hereby represents and warrants to the Depositor, the
Master Servicer and the Special Servicer and for the benefit of the
Certificateholders, as of the Closing Date, that:

            (i) The Trustee is a national banking association, duly organized,
      validly existing and in good standing under the laws of the United States;

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

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

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

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

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

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Trustee, or compliance by the Trustee with, this
      Agreement or the consummation of the transactions contemplated by this
      Agreement, except for any consent, approval, authorization or order which
      has not been obtained or cannot be obtained prior to the actual
      performance by the Trustee of its obligations under this Agreement, and
      which, if not obtained would not have a materially adverse effect on the
      ability of the Trustee to perform its obligations hereunder.

                                   ARTICLE IX

                                   TERMINATION

            Section 9.01 Termination Upon Repurchase or Liquidation of All
Loans. (a) Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer and the Trustee (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment) to the Certificateholders of all amounts held by or on
behalf of the Trustee and required hereunder to be so paid on the Distribution
Date following the earliest to occur of (i) the purchase by the Holders of a
majority of the Percentage Interests of the Controlling Class, the Special
Servicer or the Master Servicer of all the Loans and each REO Property remaining
in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase
Price of all the Loans (exclusive of REO Loans) included in the Trust Fund and
(2) the Appraised Value of each REO Property, if any, included in the Trust Fund
(such Appraisals in this subclause (2) to be conducted by an Appraiser selected
and mutually agreed upon by the Master Servicer and the Trustee, and approved by
more than 50% of the Voting Rights of the Classes of Certificates then
outstanding (other than the Controlling Class if the Controlling Class is
exercising such option unless the Controlling Class is the only Class of
Certificates then outstanding)), minus (b) solely in the case where the Master
Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, together with any interest accrued and payable to the Master Servicer
in respect of such Advances in accordance with Sections 3.03(d) and 4.03(d) and
any unpaid Master Servicing Fees (including Excess Servicing Strip), and Primary
Servicing Fees, remaining outstanding (which items shall be deemed to have been
paid or reimbursed to the Master Servicer in connection with such purchase),
(ii) the exchange by the Sole Certificateholder pursuant to the terms of
subsection (c), (iii) the Distribution Date in December 2035 and (iv) the final
payment or other liquidation (or any advance with respect thereto) of the last
Loan or REO Property remaining in the Trust Fund; provided, however, that in no
event shall the trust created hereby continue beyond the earlier of (i) the
Rated Final Distribution Date and (ii) expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James's, living on the date hereof.

            (b) The Holders of a majority of the Percentage Interests of the
Controlling Class may, at their option, elect to purchase all of the Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (i) of
the preceding paragraph by giving written notice to the Trustee and the other
parties hereto within 60 days of the first Distribution Date on which the
aggregate Stated Principal Balances of the Loans and any REO Loans remaining in
the Trust Fund is less than 1.00% of the aggregate Cut-off Date Principal
Balance of the Loans set forth in the Preliminary Statement. If the Holders of a
majority of the Percentage Interests of the Controlling Class do not exercise
such option within 60 days after it becomes exercisable by the Holders of a
majority of the Percentage Interests of the Controlling Class, the Special
Servicer may notify the Holders of a majority of the Percentage Interests in the
Controlling Class and the Trustee of its intention to exercise such option and
if the Holders of a majority of the Percentage Interests of the Controlling
Class do not exercise such option within ten Business Days thereafter, the
Special Servicer shall be entitled to exercise such option. If the Special
Servicer does not exercise such option within 60 days after it becomes
exercisable by it, the Master Servicer may notify the Special Servicer, the
Holders of the Controlling Class, the Companion Loan Holders, B Loan Holders and
the Trustee of the Master Servicer's intention to exercise such option, and if
none of the Special Servicer or the Holders of a majority of the Percentage
Interests in the Controlling Class exercise such option within ten Business Days
thereafter, the Master Servicer will be entitled to exercise such option.

            If the Holders of the Controlling Class, the Special Servicer or the
Master Servicer purchases all of the Loans and each REO Property remaining in
the Trust Fund in accordance with the preceding paragraph, the Holders of the
Controlling Class, the Special Servicer or the Master Servicer, as applicable,
shall remit to the Trustee for deposit in the Lower-Tier Distribution Account
not later than the P&I Advance Date relating to the Distribution Date on which
the final distribution on the Certificates is to occur, an amount in immediately
available funds equal to the above-described purchase price (exclusive of (i)
any portion thereof payable to any Person other than the Certificateholders
pursuant to Section 3.05(a), which portion shall be deposited in the Collection
Account and (ii) any portion thereof representing accrued and unpaid Excess
Interest, which shall be deposited in the Excess Interest Distribution Account).
In addition, the Master Servicer shall transfer to the Lower-Tier Distribution
Account all amounts required to be transferred thereto on such P&I Advance Date
from the Collection Account pursuant to the first paragraph of Section 3.04(b),
together with any other amounts on deposit in the Collection Account that would
otherwise be held for future distribution. Upon confirmation that such final
deposits have been made, the Trustee shall release or cause to be released to
the Holders of the Controlling Class, the Special Servicer or the Master
Servicer, as applicable, the Mortgage Files for the remaining Loans, and the
Trustee shall execute all assignments, endorsements and other instruments
furnished to it by the Holders of the Controlling Class, the Special Servicer or
the Master Servicer, as applicable, as shall be necessary to effectuate transfer
of the Loans and REO Properties remaining in the Trust Fund and its rights under
the related Mortgage Loan Purchase Agreement.

            (c) Following the date on which the aggregate Certificate Balance of
the Offered Certificates, Class A-1-A, Class G and Class H Certificates
Certificates is reduced to zero, the Sole Certificateholder shall have the right
to exchange all of its Certificates (other than the Class V and Residual
Certificates) for all of the Loans and each REO Property remaining in the Trust
Fund as contemplated by clause (ii) of Section 9.01(a) by giving written notice
to all the parties hereto no later than 60 days prior to the anticipated date of
exchange. In the event that the Sole Certificateholder elects to exchange all of
its Certificates (other than the Class V and Residual Certificates) for all of
the Loans and each REO Property remaining in the Trust in accordance with the
preceding sentence, such Sole Certificateholder, not later than the Distribution
Date on which the final distribution on the Certificates is to occur, shall
deposit in the Collection Account an amount in immediately available funds equal
to all amounts due and owing to the Depositor, the Master Servicer, the Special
Servicer and the Trustee hereunder through the date of the liquidation of the
Trust Fund that may be withdrawn from the Collection Account, or an escrow
account acceptable to the respective parties hereto, pursuant to Section 3.05(a)
or that may be withdrawn from the Distribution Accounts pursuant to Section
3.05(a), but only to the extent that such amounts are not already on deposit in
the Collection Account. In addition, the Master Servicer shall transfer all
amounts required to be transferred to the Lower-Tier Distribution Account on
such P&I Advance Date from the Collection Account pursuant to Section 3.04(b).
Upon confirmation that such final deposits have been made and following the
surrender of all its Certificates (other than the Class V and Residual
Certificates) on the Final Distribution Date, the Trustee shall, upon receipt of
a Request for Release from the Master Servicer, release or cause to be released
to the Sole Certificateholder or any designee thereof, the Mortgage Files for
the remaining Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Sole Certificateholder as shall be necessary
to effectuate transfer of the Loans and REO Properties remaining in the Trust
Fund, and the Trust Fund shall be liquidated in accordance with Section 9.02.
For federal income tax purposes, the Sole Certificateholder shall be deemed to
have purchased the assets of the Lower-Tier REMIC for an amount equal to the
remaining Certificate Balance of its Certificates (other than the Class V and
Residual Certificates), plus accrued, unpaid interest with respect thereto, and
the Trustee shall credit such amount against amounts distributable in respect of
such Certificates. The remaining Loans and REO Properties are deemed distributed
to the Sole Certificateholder in liquidation of the Trust Fund pursuant to
Section 9.02.

            For purposes of this Section 9.01, the Directing Certificateholder,
with the consent of the Holders of the Controlling Class, shall act on behalf of
the Holders of the Controlling Class in purchasing the assets of the Trust Fund
and terminating the Trust.

            (d) Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Trustee by letter to the Certificateholders, the Companion
Loan Holders, the B Loan Holders and each Rating Agency and, if not previously
notified pursuant to this Section 9.01, to the other parties hereto mailed (a)
in the event such notice is given in connection with the purchase of all of the
Loans and each REO Property remaining in the Trust Fund, not earlier than the
15th day and not later than the 25th day of the month next preceding the month
of the final distribution on the Certificates, or (b) otherwise during the month
of such final distribution on or before the P&I Advance Determination Date in
such month, in each case specifying (i) the Distribution Date upon which the
Trust Fund will terminate and final payment of the Certificates will be made,
(ii) the amount of any such final payment and (iii) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the offices of
the Trustee or such other location therein designated.

            (e) After transferring the Available Distribution Amount and,
without duplication, the amount of any Yield Maintenance Charges distributable
from the Lower-Tier Distribution Account to the Upper-Tier Distribution Account
pursuant to Section 3.04(b) and upon presentation and surrender of the
Certificates by the Certificateholders on the final Distribution Date, the
Trustee shall distribute to each Certificateholder so presenting and
surrendering its Certificates such Certificateholder's Percentage Interest of
that portion of the amounts then on deposit in the Upper-Tier Distribution
Account that are allocable to payments on the Class of Certificates so presented
and surrendered. Amounts transferred from the Lower-Tier Distribution Account to
the Upper-Tier Distribution Account as of the final Distribution Date shall be
allocated for the purposes, in the amounts and in accordance with the priority
set forth in Sections 4.01(a) and 4.01(c) and shall be distributed in
termination and liquidation of the Uncertificated Lower-Tier Interests in
accordance with Section 4.01(b) and Section 4.01(d). Any funds not distributed
on such Distribution Date shall be set aside and held uninvested in trust for
the benefit of Certificateholders not presenting and surrendering their
Certificates in the aforesaid manner and shall be disposed of in accordance with
this Section 9.01 and Section 4.01(g).

            Anything in this Section 9.01 to the contrary notwithstanding, the
Holders of the Class V Certificates shall receive that portion, if any, of the
proceeds of a sale of the assets of the Trust Fund allocable to accrued and
unpaid Excess Interest.

            Section 9.02 Additional Termination Requirements. If the Holders of
the Controlling Class, the Special Servicer or the Master Servicer purchases all
of the Loans and each REO Property remaining in the Trust Fund or the Sole
Certificateholder causes the distribution of all the property of the Trust Fund
as provided in Section 9.01, the Trust Fund shall be terminated in accordance
with the following additional requirements, which meet the definition of a
"qualified liquidation" of each Trust REMIC, within the meaning of Section
860F(a)(4) of the Code:

            (i) the Trustee shall specify the first day in the 90-day
      liquidation period in a statement attached to each of the Trust REMIC's
      final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;

            (ii) within such 90-day liquidation period and at or prior to the
      time of the making of the final payment on the Certificates, the Trustee
      shall sell all of the assets of the Lower-Tier REMIC, which shall be
      liquidated to the Holders of the Controlling Class, the Special Servicer
      or the Master Servicer, as the case may be, for cash or distribute all of
      the assets of the Sole Certificateholder on the designated exchange date
      in exchange for its Certificates; and

            (iii) immediately following the making of the final payment on the
      Uncertificated Lower-Tier Interests and the Regular Certificates, the
      Trustee shall distribute or credit, or cause to be distributed or
      credited, all cash on hand in the Trust Fund (other than cash retained to
      meet claims) to the Holders of the Class LR Certificates (in the case of
      the Lower-Tier REMIC) any amounts remaining in the Lower-Tier REMIC, and
      to the Holders of the Class R Certificates (in the case of the Upper-Tier
      REMIC) any amounts remaining in the Upper-Tier REMIC, and each Trust REMIC
      shall terminate at that time.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

            Section 10.01 Amendment. (a) This Agreement may be amended from time
to time by the parties hereto, without the consent of any of the
Certificateholders:

            (i) to cure any ambiguity;

            (ii) to correct or supplement any provisions herein or therein,
      which may be inconsistent with any other provisions herein or therein or
      to correct any error;

            (iii) to modify, eliminate or add to any of its provisions to such
      extent as shall be necessary to maintain the qualification of any Trust
      REMIC as a REMIC at all times that any Certificate (other than the Class V
      Certificates) is outstanding or to avoid or minimize the risk of the
      imposition of any tax on the Trust Fund or any Trust REMIC pursuant to the
      Code that would be a claim against the Trust Fund or any Trust REMIC,
      provided that the Trustee has received an Opinion of Counsel to the effect
      that (a) such action is necessary or desirable to maintain such
      qualification or to avoid or minimize the risk of the imposition of any
      such tax, (b) such action will not adversely affect in any material
      respect the interests of any Certificateholder, and (c) such change shall
      not result in the withdrawal, downgrade or qualification of then-current
      rating assigned to any Class of Certificates, as evidenced by a letter
      from each Rating Agency to such effect;

            (iv) to change the timing and/or nature of deposits into the
      Collection Account, the Distribution Account or REO Account or to change
      the name in which the Collection Account is maintained, provided that (a)
      the P&I Advance Date shall in no event be later than one day prior to the
      related Distribution Date, (b) such change shall not, as evidenced by an
      Opinion of Counsel addressed to the Trustee, adversely affect in any
      material respect the interests of any Certificateholder and (c) such
      change shall not result in the withdrawal, downgrade or qualification of
      then-current rating assigned to any Class of Certificates, as evidenced by
      a letter from each Rating Agency to such effect;

            (v) to modify, eliminate or add to the provisions of Section 5.02(d)
      or any other provision hereof restricting transfer of the Residual
      Certificates by virtue of their being the REMIC "residual interests,"
      provided that (a) such change shall not result in the withdrawal,
      downgrade or qualification of then-current rating assigned to any Class of
      Certificates, as evidenced by a letter from each Rating Agency to such
      effect, and (b) such change shall not, as evidenced by an Opinion of
      Counsel addressed to the Trustee (at the expense of the requesting party),
      cause the Trust Fund or either Trust REMIC or any of the
      Certificateholders (other than the Transferor) to be subject to a federal
      tax caused by a Transfer to a Person that is a Disqualified Organization
      or a Non-U.S. Person or a Transfer from a Person other than a U.S. Person;

            (vi) to make any other provisions with respect to matters or
      questions arising under this Agreement which shall not be materially
      inconsistent with the provisions of this Agreement, provided that such
      action shall not, as evidenced by an Opinion of Counsel addressed to the
      Trustee, adversely affect in any material respect the interests of any
      Certificateholder not consenting thereto;

            (vii) to allow any Mortgage Loan Seller and their affiliates to
      obtain accounting "sale" treatment for the Loans under FAS 140, provided
      that such action shall not, as evidenced by an Opinion of Counsel
      addressed to the Trustee, adversely affect in any material respect the
      interests of any Certificateholder not consenting thereto; and

            (viii) to amend or supplement any provision hereof to the extent
      necessary to maintain then-current rating or ratings assigned to each
      Class of Certificates by each Rating Agency as confirmed in writing.

            (b) This Agreement may also be amended from time to time by the
parties hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66? of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding; or

            (iv) amend this Section 10.01.

            No amendment of this Agreement may alter the definition of Servicing
Standard in a manner that would materially adversely affect Certificateholders
without written confirmation from each Rating Agency that such amendment will
not result in the withdrawal, downgrade or qualification of the ratings assigned
to the Certificates by such Rating Agencies.

            (c) Notwithstanding the foregoing, the Trustee will not be entitled
to consent to any amendment hereto without having first received an Opinion of
Counsel to the effect that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee or any
other specified person in accordance with such amendment will not result in the
imposition of a tax on the Trust Fund or either Trust REMIC or cause either
Trust REMIC to fail to qualify as a REMIC or the remaining portion of the Trust
Fund to fail to quality as a grantor trust.

            (d) Promptly after the execution of any such amendment, the Trustee
shall furnish a copy of such amendment to each Rating Agency and each
Certificateholder.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 10.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

            (f) The Trustee may, but shall not be obligated to, enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 10.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer or the Trustee requests any
amendment of this Agreement in furtherance of the rights and interests of
Certificateholders, the cost of any Opinion of Counsel required in connection
therewith pursuant to Section 10.01(a) or (c) shall be payable out of the
Collection Account.

            (h) Notwithstanding anything to the contrary contained in this
Section 10.01, the parties hereto agree that this Agreement may not be amended
in any manner that is reasonably likely to have a material adverse effect on the
holder of the B Loan without first obtaining the written consent of the holder
of the B Loan, which consent shall be deemed granted if not denied within 10
Business Days of the receipt by such holder of the proposed amendment. The
Master Servicer may obtain, and may rely upon, an Opinion of Counsel to the
effect that such action will not adversely affect in any material respect the
interests of the holder of the B Loan.

            (i) Notwithstanding anything to the contrary contained in this
Section 10.01, the parties hereto agree that this Agreement may not be amended
in any manner that is reasonably likely to have a material adverse effect on the
holder of the Companion Loan without first obtaining the written consent of the
holder of the Companion Loan. The Master Servicer may obtain, and may rely upon,
an Opinion of Counsel to the effect that such action will not adversely affect
in any material respect the interests of the holder of the Companion Loan.

            Section 10.02 Recordation of Agreement; Counterparts. (a) To the
extent permitted by applicable law, this Agreement is subject to recordation in
all appropriate public offices for real property records in all the counties or
other comparable jurisdictions in which any or all of the properties subject to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Master Servicer at the
expense of the Depositor on direction by the Trustee, but only upon direction
accompanied by an Opinion of Counsel (the cost of which shall be paid by the
Depositor) to the effect that such recordation materially and beneficially
affects the interests of the Certificateholders.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            Section 10.03 Limitation on Rights of Certificateholders. (a) The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

            (b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

            (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Loan,
unless, with respect to any suit, action or proceeding upon or under or with
respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates of any Class evidencing not less than
25% of the related Percentage Interests in such Class shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding. The Trustee shall be under no
obligation to exercise any of the trusts or powers vested in it hereunder or to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Holders of Certificates unless
such Holders have offered to the Trustee reasonable security against the costs,
expenses and liabilities which may be incurred therein or hereby.

            It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 10.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

            Section 10.04 Governing Law. This Agreement and the Certificates
shall be construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed in said State, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.

            Section 10.05 Notices. Any communications provided for or permitted
hereunder shall be in writing and, unless otherwise expressly provided herein,
shall be deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to: (i) (a) in the case
of the Depositor, Credit Suisse First Boston Mortgage Securities Corp., Eleven
Madison Avenue, New York, New York 10010, Attention: Edmund Taylor, with a copy
to Tessa Peters, Esq., Compliance Department, telecopy number: (212) 325-8282;
(ii) in the case of the Underwriters and the Initial Purchasers, (a) Credit
Suisse First Boston LLC, Eleven Madison Avenue, New York, New York 10010,
Attention: Edmund Taylor, with a copy to Tessa Peters, Esq., Compliance
Department, telecopy number: (212) 325-8282 and (b) if sent to PNC Capital
Markets, Inc., shall be mailed, delivered or telecopied to it at One PNC Plaza,
249 Fifth Avenue, Pittsburgh, Pennsylvania 15222 Attention: Craig Grenci,
Telecopy No.: (412) 762-9124, with a copy to Leonard Ferleger, telecopy number:
(412) 705-2148; (iii) in the case of the Master Servicer, Midland Loan Services,
Inc., 10851 Mastin, Suite 300, Overland Park, Kansas 66210 (for deliveries), and
P.O. Box 25965, Shawnee Mission, Kansas 66225-5965, (for communications by
United States mail) Attention: President, telecopy number: (913) 253-9001; (iv)
in the case of the Special Servicer, Clarion Partners, LLC, 230 Park Avenue,
12th Floor, New York, NY 10169, Attention: Michael O'Brien, telecopy number
(212) 883-2700; (v) in the case of the Trustee, Certificate Registrar and Paying
Agent, Wells Fargo Bank Minnesota, N.A., to the Corporate Trust Office, telecopy
number (410) 715-2380; (vi) in the case of the Rating Agencies, (a) Standard &
Poor's Ratings Services, a division of McGraw Hill Companies, Inc., 55 Water
Street, New York, New York 10041, Attention: CMBS Surveillance Department,
telecopy number: (212) 438-2662; and (b) Fitch, Inc., One State Street Plaza,
31st Floor, New York, NY, Attention: Commercial Mortgage Surveillance, telecopy
number: (212) 635-0295; (vii) in the case of the CSFB Mortgage Loan Seller,
Column Financial, Inc., 3414 Peachtree Road, N.E., Suite 1140, Atlanta, Georgia
30326-1113, Attention: Robert A. Barnes, telecopy number: (404) 239-0419; (viii)
in the case of the PNC Mortgage Loan Seller, PNC Bank, National Association,
10851 Mastin, Suite 300, Overland Park, Kansas 66210 (for deliveries), and P.O.
Box 25965, Shawnee Mission, Kansas 66225-5965 (for communications by United
States mail), Attention: Harry Funk, Telecopy No.: (913) 253-9001, with a copy
to PNC Bank, National Association, One PNC Plaza, 21st Floor, 249 Fifth Avenue,
Pittsburgh, Pennsylvania 15222, Attention: Gretchen Lengel Kelly, telecopy
number: (412) 762-4334; (ix) in the case of the KeyBank Mortgage Loan Seller,
KeyBank National Association, c/o KeyCorp Real Estate Capital Markets, Inc., 911
Main Street, Suite 1500, Kansas City, Missouri 64105, Attention: E.J. Burke,
telecopy number: (816) 221-8848, with a copy to KeyBank National Association,
127 Public Square, Cleveland, Ohio 44114, Attention: Robert C. Bowes, telecopy
number: (216) 689-5681; (x) in the case of the initial Directing
Certificateholder, Clarion Capital, LLC, 230 Park Avenue, 12th Floor, New York,
NY 10169, Attention: Stephen Baines, telecopy number 212-883-2851; or as to each
such Person such other address as may hereafter be furnished by such Person to
the parties hereto in writing. Any communication required or permitted to be
delivered to a Certificateholder shall be deemed to have been duly given when
mailed first class, postage prepaid, to the address of such Holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.

            Section 10.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

            Section 10.07 Grant of a Security Interest. The Depositor intends
that the conveyance of the Depositor's right, title and interest in and to the
Loans pursuant to this Agreement shall constitute a sale and not a pledge of
security for a loan. If such conveyance is deemed to be a pledge of security for
a loan, however, the Depositor intends that the rights and obligations of the
parties to such loan shall be established pursuant to the terms of this
Agreement. The Depositor also intends and agrees that, in such event, (i) the
Depositor shall be deemed to have granted to the Trustee (in such capacity) a
first priority security interest in the Depositor's entire right, title and
interest in and to the assets comprising the Trust Fund, including without
limitation, the Loans, all principal and interest received or receivable with
respect to the Loans (other than principal and interest payments due and payable
prior to the Cut-off Date and Principal Prepayments received prior to the
Cut-off Date), all amounts held from time to time in the Collection Account, the
Distribution Account and, if established, the REO Account, and all reinvestment
earnings on such amounts, and all of the Depositor's right, title and interest
in and to the proceeds of any title, hazard or other Insurance Policies related
to such Loans and (ii) this Agreement shall constitute a security agreement
under applicable law. This Section 10.07 shall constitute notice to the Trustee
pursuant to any of the requirements of the applicable UCC.

            Section 10.08 Successors and Assigns; Beneficiaries. The provisions
of this Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the parties hereto, and all such provisions
shall inure to the benefit of the Certificateholders. The Companion Loan
Holders, B Loan Holders, each party under the Series 2003-C4 PSA, Series
2003-KEY1 PSA and each party under a pooling and servicing agreement that sets
forth the terms of a securitization which holds any Companion Loan or B Loan are
each an intended third-party beneficiary in respect of the rights afforded it
hereunder. No other person, including, without limitation, any Borrower, shall
be entitled to any benefit or equitable right, remedy or claim under this
Agreement.

            Section 10.09 Article and Section Headings. The article and Section
headings herein are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.

            Section 10.10 Notices to Rating Agencies. (a) The Trustee shall use
reasonable efforts promptly to provide notice to each Rating Agency with respect
to each of the following of which a Responsible Officer of the Trustee has
actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the resignation or termination of the Master Servicer or the
      Special Servicer;

            (iv) any change in the location of the Distribution Account, the
      Excess Liquidation Proceeds Account or the Interest Reserve Account;

            (v) the repurchase of Loans by any Mortgage Loan Seller pursuant to
      Section 7 of the related Mortgage Loan Purchase Agreement; and

            (vi) the final payment to any Class of Certificateholders.

            (b) The Master Servicer shall use reasonable efforts promptly to
provide notice to each Rating Agency with respect to each of the following of
which it has actual knowledge:

            (i) the resignation or removal of the Trustee; and

            (ii) any change in the location of the Collection Account.

            (c) Each of the Master Servicer and the Special Servicer shall
promptly furnish to each Rating Agency copies of the following:

            (i) each of its annual statements as to compliance described in
      Section 3.13;

            (ii) all reports and other items for Loans delivered by each of the
      Master Servicer and Special Servicer pursuant to Section 3.12 (to the
      extent requested by such Rating Agency);

            (iii) each of its annual independent public accountants' servicing
      reports described in Section 3.14;

            (iv) each waiver and consent provided pursuant to Section 3.08 for
      Loans;

            (v) any officers' certificates delivered by the Master Servicer and
      the Special Servicer to the Trustee;

            (vi) all site inspections (to the extent requested by such Rating
      Agency);

            (vii) all operating statements (to the extent requested by such
      Rating Agency);

            (viii) all rent rolls and sales reports to the extent provided by
      the Borrowers and requested by such Rating Agency;

            (ix) any proposed no downgrade request;

            (x) any extension or modification of the Maturity Date of any Loan;

            (xi) any modification, waiver or amendment of any term of any Loan;
      and

            (xii) any other document that shall be reasonably requested by any
      Rating Agency.

            (d) If any Companion Loan is included in a rated securitization,
each of the Master Servicer and the Special Servicer shall (at no expense to the
Trust Fund) furnish to any of the rating agencies monitoring securities backed
by any such Companion Loan information with respect to the Companion Loans as
such rating agency shall reasonably request and which the Master Servicer or the
Special Servicer, as the case may be, can reasonably provide to the extent
consistent with applicable law and the related Loan Documents and without
waiving any attorney-client privilege relating to such information. In any
event, the Master Servicer and the Special Servicer shall notify such rating
agencies with respect to each of the following events of which it has actual
knowledge:

            (i) any change in the lien priority of the Mortgage securing any
      such Companion Loan;

            (ii) any change in the identity of the anchor tenant (i.e., a tenant
      representing more than 20% of the total net rentable square feet of space)
      at the related Mortgaged Property used for retail purposes or any change
      in the terms of the lease for an anchor tenant at such Mortgaged Property;

            (iii) any assumption of, or release or substitution of real property
      collateral for any such Companion Loan;

            (iv) any defeasance of any such Companion Loan or material damage to
      the related Mortgaged Property;

            (v) any related Borrower subject to bankruptcy proceedings; and

            (vi) any release of a Letter of Credit or debt service reserve with
      respect to any such Companion Loan.

            (e) The Trustee shall promptly after each Distribution Date make
available to each Rating Agency a copy of the related Statement to
Certificateholders.

                                   ARTICLE XI

                    SERVICING OF THE MAYFAIR MALL TOTAL LOAN

            Section 11.01 General.

            (a) The terms of this Article XI shall apply only if and when a
Mayfair Mall Change of Servicing Control Event shall occur, and shall remain in
effect only for so long as the Mayfair Mall Loan or any interest in any Mayfair
Mall REO Property remains an asset of the Trust.

            (b) If and when a Mayfair Mall Change of Servicing Control Event
shall occur, each of the Master Servicer and the Special Servicer shall
diligently service and administer the Mayfair Mall Total Loan (and, with respect
to the Special Servicer, any Mayfair Mall REO Property) as and when it is
required to do so, pursuant to this Article XI on behalf of the Trustee and in
the best interests of and for the benefit of the Certificateholders and the
holders of the Mayfair Mall Companion Loans, taken as a collective whole (as
determined by the Master Servicer or the Special Servicer, as the case may be,
in its reasonable judgment), in accordance with applicable law, the terms of the
Mayfair Mall Total Loan, the terms of the Mayfair Mall Intercreditor Agreement
and, to the extent consistent with the foregoing, the Series 2003-C4 Servicing
Standard. Without limiting the foregoing, subject to Section 11.14 hereunder,
the Special Servicer shall be obligated to service and administer the Mayfair
Mall Total Loan while a Series 2003-C4 Servicing Transfer Event has occurred and
is continuing with respect thereto and to service and administer any Mayfair
Mall REO Property; provided that the Master Servicer shall continue to make all
calculations, and prepare, and deliver to the Trustee, all reports required to
be prepared by the Master Servicer hereunder with respect to the Mayfair Mall
Loan as if no Series 2003-C4 Servicing Transfer Event had occurred with respect
thereto or as if the Mayfair Mall Property had not become an REO Property, as
the case may be, and to render such incidental services with respect to the
Mayfair Mall Total Loan while any Series 2003-C4 Servicing Transfer Event exists
with respect thereto or while the Mayfair Mall Property constitutes an REO
Property, as the case may be. Also without limiting the foregoing, the Master
Servicer shall be obligated to service and administer the Mayfair Mall Total
Loan prior to the occurrence of the Series 2003-C4 Servicing Transfer Event and
after all Series 2003-C4 Servicing Transfer Events have ceased to exist, in
either case with respect to the Mayfair Mall Total Loan. In connection with the
foregoing, the Master Servicer and the Special Servicer shall have all right,
power and authority granted to, and all duties and obligations imposed upon, the
Series 2003-C4 Master Servicer and the Series 2003-C4 Special Servicer,
respectively, pursuant to Section 3.01(b) and Section 3.01(d) of the Series
2003-C4 PSA, except that all references in the Series 2003-C4 PSA to
"Certificateholders" and "Trustee" shall be deemed to mean the
Certificateholders and Trustee, respectively, under this Agreement.

            (c) Whenever the Master Servicer or the Special Servicer is required
to act under this Article XI in accordance with the Series 2003-C4 Servicing
Standard, such standard shall be applied with the following changes:

            (i) the reference to "Certificateholders" in clause (ii) of the
      first paragraph of Section 3.01(a) of the Series 2003-C4 PSA shall be
      deemed a reference to the holders of the Mayfair Mall Companion Loans; and

            (ii) the reference to "Certificate" in subclause (iii)(b) of the
      first paragraph of Section 3.01(a) of the Series 2003-C4 PSA shall be
      deemed a reference to any ownership interest in the Mayfair Mall Loan or
      in any Mayfair Mall Companion Loan.

            In addition, even when the Master Servicer or the Special Servicer
is required to act under this Article XI with respect to the Mayfair Mall Total
Loan as if it constituted a Serviced Loan or any Mayfair Mall REO Property as if
it constituted an Administered REO Property, the Series 2003-C4 Servicing
Standard (with the foregoing changes) will apply rather than the Servicing
Standard under this Agreement.

            (d) The Directing Certificateholder shall, be entitled to exercise
all rights and powers that would otherwise be exercisable by the Series 2003-C4
Directing Certificateholder in connection with the matters contemplated by this
Article XI. To the extent that the Master Servicer or the Special Servicer would
have any obligation to notify, seek direction or approval from, obtain the
consent of or otherwise interact with the Series 2003-C4 Directing
Certificateholder in accordance with this Article XI, it shall, instead notify,
seek direction or approval from, obtain the consent of or otherwise interact
with the Directing Certificateholder. The Directing Certificateholder shall be
entitled to receive from each of the Master Servicer and the Special Servicer
all reports, statements, documents, certifications, information and
communications with respect to the Mayfair Mall Total Loan that would otherwise
have been delivered to the Series 2003-C4 Directing Certificateholder by the
Series 2003-C4 Master Servicer and the Series 2003-C4 Special Servicer,
respectively, under the Series 2003-C4 PSA.

            (e) To the extent that the Master Servicer or the Special Servicer
would have any obligation to notify, seek a ratings confirmation from or
otherwise interact with the Series 2003-C4 Rating Agencies in accordance with
this Article XI, it shall instead notify, seek a ratings confirmation from or
otherwise interact with the Rating Agencies, and any such ratings confirmation
shall relate to the ratings on the Certificates issued under this Agreement. S&P
and Moody's shall continue to be entitled to receive from each of the Master
Servicer, the Special Servicer and the Trustee all reports, statements,
documents, certifications, information and communications with respect to the
Mayfair Mall Total Loan that it would otherwise have been entitled to receive
from the Series 2003-C4 Master Servicer, the Series 2003-C4 Special Servicer and
the Series 2003-C4 Trustee, respectively, under the Series 2003-C4 PSA.

            (f) Any Holder of a Class L, Class M, Class N, Class O or Class P
Certificate shall be entitled to exercise all rights and powers that would
otherwise be exercisable by a Series 2003-C4 Requesting Subordinate
Certificateholder in connection with the matters contemplated by this Article
XI. To the extent that the Master Servicer or the Special Servicer would have
any obligation to notify or otherwise interact with the Series 2003-C4
Requesting Subordinate Certificateholders in accordance with this Article XI, it
shall instead notify or otherwise interact with the Holders of the Class L,
Class M, Class N, Class O or Class P Certificates. The Holders of the Class L,
Class M, Class N, Class O or Class P Certificates shall be entitled to receive
from each of the Master Servicer and the Special Servicer all reports,
statements, documents, certifications, information and communications with
respect to the Mayfair Mall Total Loan that would otherwise have been delivered
to the Series 2003-C4 Requesting Subordinate Certificateholders by the Series
2003-C4 Master Servicer and the Series 2003-C4 Special Servicer, respectively,
under the Series 2003-C4 PSA.

            Section 11.02 Collection of Loan Payments.

            (a) The Master Servicer and the Special Servicer shall perform all
such duties and obligations and have all such right, power and authority with
respect to the Mayfair Mall Total Loan as did the Series 2003-C4 Master Servicer
and the Series 2003-C4 Special Servicer, respectively, pursuant to Section
3.02(a) and Section 3.02(b) of the Series 2003-C4 PSA.

            (b) Amounts collected with respect to the Mayfair Mall Total Loan or
any Mayfair Mall REO Property shall, subject to the Mayfair Mall Intercreditor
Agreement, be applied as contemplated by the Series 2003-C4 PSA.

            Section 11.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts.

            (a) The Master Servicer and the Special Servicer shall perform all
such duties and obligations and have all such right, power and authority with
respect to the Mayfair Mall Total Loan and any Mayfair Mall REO Property as did
the Series 2003-C4 Master Servicer and the Series 2003-C4 Special Servicer,
respectively, pursuant to Section 3.03 of the Series 2003-C4 PSA.

            (b) The Trustee shall have the same backup advancing obligation with
respect to the Mayfair Mall Total Loan and any Mayfair Mall REO Property as did
the Series 2003-C4 Trustee pursuant to Section 3.03 of the Series 2003-C4 PSA.

            (c) Each of the Master Servicer, the Special Servicer and the
Trustee shall be entitled to reimbursement of interest on Advances in respect of
any advance made by it in accordance with this Article XI as if it had made such
advance with respect to any Serviced Loan or Administered REO Property.

            (d) For purposes of this Section 11.03, the reference to
"Certificateholders" in the last paragraph of Section 3.03(c) of the Series
2003-C4 PSA shall be deemed to be a reference to the Certificateholders under
this Agreement.

            Section 11.04 Mayfair Mall Custodial Account.

            (a) The Master Servicer shall establish and maintain, or cause to be
established and maintained, solely with respect to the Mayfair Mall Total Loan,
an Eligible Account, which may be a subaccount of the Collection Account, for
purposes of holding the same types of collections with respect to the Mayfair
Mall Total Loan as were to be deposited into the Series 2003-C4 Companion Loan
Custodial Account and such Eligible Account shall constitute the "Mayfair Mall
Custodial Account". The Master Servicer shall, solely with respect to the
Mayfair Mall Total Loan, make deposits to the Mayfair Mall Custodial Account in
the same manner and at the same times as the Series 2003-C4 Master Servicer
would have made such deposits to the Series 2003-C4 Companion Loan Custodial
Account pursuant to Section 3.04(f) of the Series 2003-C4 PSA. In connection
with the foregoing, the Master Servicer shall establish and maintain one
subaccount of the Mayfair Mall Custodial Account that is substantially similar
to the subaccount of the Series 2003-C4 Companion Loan Custodial Account. The
Master Servicer shall deposit from the Mayfair Mall Custodial Account into such
subaccount thereof any amounts described in Section 3.04(f) of the Series
2003-C4 PSA that are required to be paid to the holder of the Mayfair Mall
Companion Loans pursuant to the terms of the Mayfair Mall Intercreditor
Agreement, in each case on the same day as the deposit thereof into the Mayfair
Mall Custodial Account. The subaccount of the Mayfair Mall Custodial Account (i)
shall be held in trust for the benefit of the holders of the Mayfair Mall
Companion Loans, (ii) shall not be part of any REMIC created under this
Agreement, and (iii) for purposes of this Agreement, except as otherwise
specified in Section 11.04(b), shall be administered such that all references to
the holder of the "Mayfair Mall Companion Loan" with respect to such account
under the Series 2003-C4 PSA shall be deemed to be references to the holder of
the Mayfair Mall Companion Loans.

            (b) The Master Servicer may, from time to time, make withdrawals
from the Mayfair Mall Custodial Account and the various subaccounts thereof
contemplated by Section 11.04(a) in respect of the Mayfair Mall Total Loan or
any Mayfair Mall REO Property for the same purposes, in the same amounts and at
the same times as the Series 2003-C4 Master Servicer would have been permitted
to make such withdrawals from the similar accounts/subaccounts pursuant to
Section 3.04(f) of the Series 2003-C4 PSA; provided that no withdrawals shall be
made from the Mayfair Mall Custodial Account for purposes of making P&I
Advances; and provided, further, that any remittance that would otherwise be
required to be made to the holder of the Mayfair Mall Loan shall be made through
a transfer on the relevant date from the Mayfair Mall Custodial Account to the
Collection Account; and provided, further, that any other remittances that would
have been made pursuant to the Series 2003-C4 Trustee as the holder of the
Mayfair Mall Securitized Companion Loan shall instead be remitted from the
subaccount of the Mayfair Mall Custodial Account to the holders of any Mayfair
Mall Companion Loan pursuant to Section 3.04(f) of the Series 2003-C4 PSA; and
provided, further, that any withdrawals that would have been made pursuant to
Section 3.04(f) or 3.05(a) of the Series 2003-C4 PSA to pay compensation and/or
interest on advances and/or to reimburse any costs or expenses incurred by a
party to the Series 2003-C4 PSA shall instead be paid or reimbursed, as the case
may be, to the corresponding party under this Agreement. The Master Servicer
shall account for all withdrawals from the Mayfair Mall Custodial Account and
the various subaccounts thereof contemplated by Section 11.04(a) in the same
manner as the Series 2003-C4 Master Servicer is required to account for
withdrawals from the similar accounts/subaccounts under the Series 2003-C4 PSA.

            (c) The Master Servicer may retain investment earnings on the
Mayfair Mall Custodial Account to the same extent set forth in Section 3.04(f)
of the Series 2003-C4 PSA.

            Section 11.05 Maintenance of Insurance Policies; Errors and
Omissions and Fidelity Coverage.

            (a) The Master Servicer and the Special Servicer shall perform all
such duties and obligations and have all such right, power and authority with
respect to the Mayfair Mall Total Loan and any Mayfair Mall REO Property as did
the Series 2003-C4 Master Servicer and the Series 2003-C4 Special Servicer,
respectively, pursuant to Sections 3.07(a), 3.07(b) and 3.07(c) of the Series
2003-C4 PSA (taking into account that each is now acting on behalf of the
Trustee and the Certificateholders under this Agreement). Any references to
"Trustee", "Certificates" and/or "Certificateholders" in any such sections of
the Series 2003-C4 PSA shall be deemed to be references to the Trustee under
this Agreement, the Certificates issued under this Agreement and the
Certificateholders under this Agreement, respectively.

            (b) The obligations of the Master Servicer and the Special Servicer
to maintain errors and omissions insurance and fidelity bond coverage pursuant
to Section 3.07 under this Agreement shall, so long as this Article XI is in
effect, be required to be in an amount that is calculated assuming that the
Mayfair Mall Total Loan constitutes Serviced Loans.

            Section 11.06 Enforcement of Due-on-Sale and Due-on-Encumbrance
Clauses; Assumption Agreements; Defeasance Provisions; Other Provisions.

            The Master Servicer and the Special Servicer shall perform all such
duties and obligations and have all such right, power and authority with respect
to the Mayfair Mall Total Loan as did the Series 2003-C4 Master Servicer and the
Series 2003-C4 Special Servicer, respectively, pursuant to Section 3.08 of the
Series 2003-C4 PSA (taking into account that each is now acting on behalf of the
Trustee and the Certificateholders under this Agreement). Any references to
"Trustee" and "Certificates" in such section of the Series 2003-C4 PSA shall be
deemed to be references to the Trustee under this Agreement and the Certificates
issued under this Agreement, respectively. Furthermore, the references to "REMIC
Pool" in Section 3.08 of the Series 2003-C4 PSA shall be deemed to be references
to any Trust REMIC under this Agreement.

            Section 11.07 Realization Upon Defaulted Loans.

            (a) The Master Servicer and the Special Servicer shall, subject to
Section 3.02(a) of the Series 2003-C4 PSA and, further, subject to Sections
3.09(a), 3.09(b), 3.09(c) and 3.09(d) under this Agreement (applied as if the
Mayfair Mall Total Loan constituted Serviced Loans), perform all such duties and
obligations and have all such right, power and authority with respect to the
Mayfair Mall Total Loan and any Mayfair Mall REO Property as did the Series
2003-C4 Master Servicer and the Series 2003-C4 Special Servicer, respectively,
pursuant to Section 3.09(a) of the Series 2003-C4 PSA (taking into account that
it is now acting on behalf of the Trustee and the Certificateholders under this
Agreement). Any references to "Certificateholders" in Section 3.09(a) of the
Series 2003-C4 PSA shall be deemed to be references to the holders of the
Mayfair Mall Companion Loans.

            (b) The Master Servicer and the Special Servicer shall have the same
respective rights, duties and obligations with respect to the Mayfair Mall Total
Loan as they do with respect to the Serviced Loans under Sections 3.09(e),
3.09(f), 3.09(g) and 3.09(h) under this Agreement.

            Section 11.08 Loan Documents.

            The Master Servicer and the Special Servicer shall use reasonable
efforts to obtain from the respective holders of the Mayfair Mall Loan and the
Mayfair Mall Companion Loans such documentation as is necessary to perform
servicing and administration of the Mayfair Mall Total Loan. If and to the
extent that the Trustee holds any loan documents with respect to the Mayfair
Mall Total Loan, and if the Mayfair Mall Total Loan is being serviced under this
Article XI, then the Trustee is authorized to release any or all of those loan
documents to the Master Servicer and the Special Servicer under the same
circumstances as it would release such Loan Documents to the Master Servicer or
the Special Servicer, as the case may be, with respect to a Serviced Loan.

            Section 11.09 Servicing Compensation.

            The Master Servicer and the Special Servicer shall be entitled, for
performing their respective servicing and administration duties with respect to
the Mayfair Mall Total Loan and any Mayfair Mall REO Property, to the same
compensation as would the Series 2003-C4 Master Servicer and the Series 2003-C4
Special Servicer pursuant to Section 3.11 of the Series 2003-C4 PSA.

            Section 11.10 Reports and Statements.

            (a) The Master Servicer and the Special Servicer each shall, with
respect to the Mayfair Mall Total Loan and any Mayfair Mall REO Property,
prepare or obtain, as applicable, and deliver to the Trustee and the holders of
the Mayfair Mall Companion Loans any and all reports, statements, documentation
and other information as are required to be delivered by the Series 2003-C4
Master Servicer and the Series 2003-C4 Special Servicer, respectively, to the
holder of the Mayfair Mall Loan and the Series 2003-C4 Trustee, pursuant to
Section 3.12 of the Series 2003-C4 PSA.

            (b) The Master Servicer and the Special Servicer each shall, with
respect to the Mayfair Mall Total Loan and any Mayfair Mall REO Property,
prepare or obtain, as applicable, and deliver to each other any and all reports,
statements, documentation and other information as are required to be delivered
by the Series 2003-C4 Master Servicer and the Series 2003-C4 Special Servicer to
each other pursuant to Section 3.12 of the Series 2003-C4 PSA.

            Section 11.11 Annual Statement as to Compliance; Reports by
Independent Public Accountants; Access to Certain Information.

            The Master Servicer and the Special Servicer shall, in fulfilling
their obligations pursuant to Sections 3.13, 3.14 and 3.15 under this Agreement,
take into account their respective obligations under this Article XI and treat
the Mayfair Mall Total Loan as Serviced Loans and any Mayfair Mall REO Property
as an Administered REO Property.

            Section 11.12 Mayfair Mall REO Property.

            If the Mayfair Mall Property becomes an REO Property, then the
Mayfair Mall REO Property shall be serviced and administered under Section 3.16,
Section 3.17, Section 3.18(d) and Section 3.18(e) under this Agreement as if it
were an Administered REO Property; except that (i) it is hereby acknowledged
that such REO Property and any related account in the nature of an REO Account
would be held on behalf of the Certificateholders and the respective holders of
the Mayfair Mall Companion Loans, as their interests may appear, (ii) the
account contemplated by the immediately preceding clause (i) shall not include
any amounts in respect of any other REO Property and (iii) any transfers from
the account contemplated by clause (i) above that would in accordance with
Section 3.16 under this Agreement ordinarily be made to the Collection Account
shall instead be made to the Mayfair Mall Custodial Account.

            Section 11.13 Modifications, Waivers, Amendments and Consents;
Inspections; Appraisals; Lock-Box Accounts and Servicing Accounts; and Other
Additional Obligations.

            The Master Servicer and the Special Servicer shall perform all such
duties and obligations and have all such right, power and authority with respect
to the Mayfair Mall Total Loan as did the Series 2003-C4 Master Servicer and the
Series 2003-C4 Special Servicer, respectively, pursuant to Section 3.19 and
Section 3.20 of the Series 2003-C4 PSA (taking into account that each is now
acting on behalf of the Trustee and the Certificateholders under this
Agreement). Any references to "Trustee" and "Certificates" in such sections of
the Series 2003-C4 PSA shall be deemed to be references to the Trustee under
this Agreement and the Certificates issued under this Agreement, respectively.

            Section 11.14 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping; Asset Status Report.

            The Master Servicer and the Special Servicer shall perform all such
duties and obligations, including the transfer of servicing, and have all such
right, power and authority with respect to the Mayfair Mall Total Loan as did
the Series 2003-C4 Master Servicer and the Series 2003-C4 Special Servicer,
respectively, pursuant to Section 3.21 of the Series 2003-C4 PSA (taking into
account that each is now acting on behalf of the Trustee and the
Certificateholders under this Agreement); provided that, consistent with Section
11.01(d) under this Agreement, all references to "Directing Certificateholder"
in Section 3.21(e) of the Series 2003-C4 PSA shall be deemed to be references to
the Directing Certificateholder under this Agreement. Any references to
"Trustee," "Depositor" and "Certificateholders" in Section 3.21 of the Series
2003-C4 PSA shall be deemed to be references to the Trustee, Depositor and
Certificateholders, respectively, under this Agreement.

            Section 11.15 Sub-Servicing.

            Each of the Master Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of its respective obligations under this Article XI to the same extent,
and subject to the same terms, conditions and limitations, as would be
applicable to entering into Sub-Servicing Agreements with respect to the
Serviced Loans under Section 3.22 under this Agreement.

            Section 11.16 P&I Advances.

            The Master Servicer shall have the same advancing obligations with
respect to the Mayfair Mall Total Loan as did the Series 2003-C4 Master Servicer
under Section 4.03 of the Series 2003-C4 PSA.

            Section 11.17 Limitation on Liability; Certain Indemnities.

            Solely insofar as it relates to the matters contemplated by this
Article XI, Section 6.03 of the Series 2003-C4 PSA is incorporated herein by
reference and made a part hereof; provided that capitalized terms that are used
therein and are defined in this Agreement shall have the respective meanings
assigned thereto in this Agreement; and provided, further, that the term
"Mayfair Mall Non-Trust Companion Loan" as used therein, shall be deemed to mean
the Mayfair Mall Companion Loans.

            Section 11.18 Events of Default.

            (a) If any Event of Default shall occur under this Agreement that
materially and adversely affects the rights and interests of the holder of any
Mayfair Mall Companion Loan, then such holder shall have the same rights (and be
subject to the same constraints, including the obtaining of any required rating
confirmations) in respect of such Event of Default as did the holder of the
Mayfair Mall Loan upon the occurrence of a Series 2003-C4 Event of Default.

            (b) In the event that the Master Servicer or the Special Servicer
may be terminated under this Section 11.18, but is not otherwise terminated
under Article VII hereof, then such party shall be replaced solely as to its
duties and obligations, and its right, power and authority, with respect to the
Mayfair Mall Total Loan and any Mayfair Mall REO Property, to the same extent
and subject to the same terms and conditions as any termination and replacement
under Article VII hereof, and all references to "Master Servicer" or "Special
Servicer" in this Article XI shall be deemed to refer to its successor under
this Article XI. Articles I through XI hereof shall apply to such successor
master servicer or special servicer, as applicable, but only to the extent that
they would if the Mayfair Mall Total Loan and/or any Mayfair Mall REO Property
were the only asset being serviced and administered under this Agreement and
there were no Serviced Loans or Administered REO Properties. The Master Servicer
or Special Servicer, as the case may be, that was so replaced with respect to
the Mayfair Mall Total Loan and/or any Mayfair Mall REO Property shall continue
to have the same duties and obligations, and the same right, power and
authority, with respect to the Serviced Loans and/or any Administered REO
Properties that it otherwise would without regard to this Article XI, and
Articles I through XI hereof shall apply to such replaced Master Servicer or
Special Servicer, as the case may be, as if this Article XI did not exist.

            Section 11.19 Amendments to the Series 2003-C4 PSA.

            All references to the Series 2003-C4 PSA throughout this Article XI
are intended to be references to such agreement as in effect on the Closing
Date, with such amendments and modifications as either (i) have been agreed to
by the Trustee in accordance with Article XI hereof or (ii) do not materially
and adversely affect the interests of the holder of the Mayfair Mall Loan.

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.


                                        CREDIT SUISSE FIRST BOSTON MORTGAGE
                                           SECURITIES CORP.
                                           Depositor


                                        By: /s/ Jeffrey Altabef
                                            ------------------------------------
                                            Name:  Jeffrey A. Altabef
                                            Title: Vice President


                                        MIDLAND LOAN SERVICES, INC.
                                           Master Servicer


                                        By: /s/ Lawrence Ashley
                                            ------------------------------------
                                            Name:  Lawrence D. Ashley
                                            Title: Senior Vice President


                                        CLARION PARTNERS, LLC
                                           Special Servicer


                                        By: /s/ Michael O'Brien
                                            ------------------------------------
                                            Name:  Michael O'Brien
                                            Title: Authorized Signatory


                                        WELLS FARGO BANK MINNESOTA, N.A.,
                                           as Trustee


                                        By: /s/ Denorah Daniels
                                            ------------------------------------
                                            Name:  Deborah Daniels
                                            Title: Vice President

<PAGE>

STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )

            On the ___4__ day of December, 2003 before me, a notary public in
and for said State, personally appeared _______Jeffrey
Altabef_______________________________ known to me to be a __Vice
President________________________ of Credit Suisse First Boston Mortgage
Securities Corp., one of the entities that executed the within instrument, and
also known to me to be the person who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                        /s/ Alice Russell
                                        ----------------------------------------
                                                     Notary Public

<PAGE>

STATE OF KANSAS         )
                        )  ss.:
COUNTY OF JOHNSON       )

            On the ___3rd__ day of December, 2003 before me, a notary public in
and for said State, personally appeared ______Lawrence D.
Ashley___________________________ know to me to be a _________Senior Vice
President________________ of Midland Loan Services, Inc., a Delaware corporation
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                        /s/ Joyce Mayo
                                        ----------------------------------------
                                                     Notary Public

<PAGE>

STATE OF New York       )
                        )  ss.:
COUNTY OF Queens        )

            On the __2nd___ day of December____, 2003 before me,
___________Sonia L. Francis____________, a notary public in and for said State,
personally appeared ______________J. Michael O'Brien________________ known to me
to be a __________Authorized Person_________ of Clarion Partners, LLC, a Florida
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                        /s/ Sonia L. Francis
                                        ----------------------------------------
                                                     Notary Public

<PAGE>

STATE OF New York       )
                        )  ss.:
COUNTY OF New York      )

            On the ____5th_ day of _December_, 2003 before me, _______Ryan D.
Erb________________, a notary public in and for said State, personally appeared
____________Deborah D. Daniels__________________ known to me to be a _____Vice
President______________ of Wells Fargo Bank Minnesota, N.A., a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said banking association, and acknowledged
to me that such banking association executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                        /s/ Ryan D. Erb
                                        ----------------------------------------
                                                     Notary Public

<PAGE>

                                   Schedule I

          Rates Used in Determination of Class A-SP Pass-Through Rates

Distribution                                Distribution
Date                 Reference Rate         Date                 Reference Rate
--------------       --------------         --------------       --------------
January 2004                5.54293%        July 2007                   5.35099%
February 2004               5.37532%        August 2007                 5.52269%
March 2004                  5.37536%        September 2007              5.52251%
April 2004                  5.54252%        October 2007                5.35040%
May 2004                    5.37493%        November 2007               5.52209%
June 2004                   5.54228%        December 2007               5.34912%
July 2004                   5.37470%        January 2008                5.52063%
August 2004                 5.54205%        February 2008               5.34868%
September 2004              5.54195%        March 2008                  5.36997%
October 2004                5.37439%        April 2008                  5.53477%
November 2004               5.54173%        May 2008                    5.36752%
December 2004               5.37417%        June 2008                   5.53433%
January 2005                5.37404%        July 2008                   5.36165%
February 2005               5.37394%        August 2008                 5.68766%
March 2005                  5.37437%        September 2008              5.71641%
April 2005                  5.54108%        October 2008                5.69880%
May 2005                    5.37354%        November 2008               5.88274%
June 2005                   5.54083%        December 2008               5.70310%
July 2005                   5.37329%        January 2009                5.70525%
August 2005                 5.54057%        February 2009               5.70741%
September 2005              5.54047%        March 2009                  5.71362%
October 2005                5.37297%        April 2009                  5.89371%
November 2005               5.54026%        May 2009                    5.71247%
December 2005               5.37276%        June 2009                   5.89448%
January 2006                5.37263%        July 2009                   5.71218%
February 2006               5.37254%        August 2009                 5.89420%
March 2006                  5.37303%        September 2009              5.89405%
April 2006                  5.53963%        October 2009                5.71174%
May 2006                    5.37215%        November 2009               5.89376%
June 2006                   5.53939%        December 2009               5.71144%
July 2006                   5.37191%        January 2010                5.71023%
August 2006                 5.53913%        February 2010               5.71007%
September 2006              5.53902%        March 2010                  5.71086%
October 2006                5.37155%        April 2010                  5.89186%
November 2006               5.53875%        May 2010                    5.70927%
December 2006               5.37129%        June 2010                   5.89120%
January 2007                5.35211%        July 2010                   5.70925%
February 2007               5.35198%        August 2010                 5.89121%
March 2007                  5.35248%        September 2010              5.91270%
April 2007                  5.52347%        October 2010                5.72733%
May 2007                    5.35137%        November 2010               5.91265%
June 2007                   5.52309%        December 2010               5.72723%

<PAGE>


                                   EXHIBIT A-1

           FORM OF CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS B
               CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES

      CLASS [A-1] [A-2] [A-3] [A-4] [B] [C] [D] [E] [F]COMMERCIAL MORTGAGE
                    PASS-THROUGH CERTIFICATE, SERIES 2003-C5

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Loans"), such pool being formed
and sold by

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

<TABLE>

<S>                                                     <C>
Pass-Through Rate:                                      Class Principal Balance of the Class
[Class A-1 - 3.0930% per annum]                         [A-1] [A-2] [A-3] [A-4] [B] [C] [D] [E]
[Class A-2 - 3.8080% per annum]                         [F] Certificates as of the Closing Date:
[Class A-3 - 4.4290% per annum]                         [Class A-1: $82,665,000]
[Class A-4, Class B, Class C, Class D, Class E and      [Class A-2: $150,368,000]
Class F:  Variable]                                     [Class A-3: $115,605,000]
                                                        [Class A-4: $370,274,000]
                                                        [Class B: $39,416,000]
                                                        [Class C: $15,766,000]
                                                        [Class D: $31,532,000]
                                                        [Class E: $17,343,000]
                                                        [Class F: $17,343,000]

Closing Date:  December 5, 2003                         Initial Certificate Balance of this
                                                        Certificate as of the Closing Date:
                                                        $________________
First Distribution Date:  January 16, 2003

Master Servicer:                                        Aggregate Stated Principal Balance of the
Midland Loan Services, Inc.                             Loans as of the Closing Date ("Initial
                                                        Mortgage Pool Balance"):   $1,261,269,461

Special Servicer:                                       CUSIP No.:
Clarion Partners, LLC                                   [A-1: 22541QH70]
                                                        [A-2: 22541QH88]
                                                        [A-3: 22541QH96]
                                                        [A-4: 22541QJ29]
                                                        [B: 22541QJ37]
                                                        [C: 22541QJ45]
                                                        [D: 22541QJ52]
                                                        [E: 22541QJ60]
                                                        [F: 22541QV66]
</TABLE>

Trustee:

Wells Fargo Bank Minnesota, N.A.

Certificate No. [A-1] [A-2] [A-3] [A-4]
[B] [C] [D] [E] [F] -___

<PAGE>

      FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE CSFB MORTGAGE LOAN SELLER, THE PNC MORTGAGE LOAN SELLER, the
keybank mortgage loan seller, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

      Unless and until it is exchanged in whole or in part for Certificates in
definitive form, this Certificate may not be transferred except as a whole (i)
by The Depository Trust Company, a New York corporation ("DTC") to a nominee of
DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC or (iii) by DTC
or any such nominee to a successor depository or a nominee of such successor
depository.

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Certificate
Registrar or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

      This certifies that CEDE & CO. (the "Certificateholder") is the registered
owner of a beneficial ownership interest in a trust (the "Trust") created
pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2003 (the
"Pooling and Servicing Agreement"), by and among Midland Loan Services, Inc., as
master servicer (the "Master Servicer"), Clarion Partners, LLC, as special
servicer (the "Special Servicer"), Wells Fargo Bank Minnesota, N.A., as trustee
(the "Trustee"), and Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor"). All capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement. This Certificate is described in the Pooling and Servicing
Agreement and is issued pursuant to and subject to the Pooling and Servicing
Agreement. By acceptance of this Certificate, each Certificateholder assents to
and becomes bound by the Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest represented by this Certificate of the amount required
to be distributed to the Certificateholders of this Class on such Distribution
Date pursuant to Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date;
and in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC or grantor trust, without the
consent of the Holders of any of the Certificates.

      No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Master Servicer, the Special Servicer, the Depositor or the Trustee, except
to the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
http://www.ctslink.com/cmbs.

<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                    WELLS FARGO BANK MINNESOTA, N.A.
                                    as Trustee

                                    By:
                                       -----------------------------------------
                                       Authorized Representative

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [A-1] [A-2] [A-3] [A-4] [B] [C] [D] [E] [F]
Certificates referred to in the within-mentioned Agreement.

Dated:

                                    WELLS FARGO BANK MINNESOTA, N.A.,
                                    as Certificate Registrar

                                    By:
                                       -----------------------------------------
                                       Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
   (please print or typewrite name and address including postal zip code of
                                  assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Mortgage Pass-Through
Certificate to the following
address:________________________________________________________________________
________________________________________________________________________________

Dated:

                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds,
to ______________________________________ for the account of ___________________
_______________________________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to______________________________________________________________________.

            This information is provided by____________________________________,
the Assignee named above, or___________________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-2

                     FORM OF CLASS [A-X] [A-SP] CERTIFICATES

     CLASS [A-X] [A-SP] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE, SERIES
                                     2003-C5

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Loans"), such pool being formed
and sold by:

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

<TABLE>
<S>                                              <C>
Pass-Through Rate:  Variable                     Class Notional Amount of the Class [A-X]
                                                 [A-SP] Certificates as of the Closing Date:
                                                 [A-X: $1,261,269,490]
                                                 [A-SP: $1,149,433,000]

Closing Date:  December 5, 2003                  Initial Certificate Notional Amount of
                                                 this Certificate as of the Closing Date:
First Distribution Date: January 16, 2003        $[______________]

Master Servicer: Midland Loan Services, Inc.     Aggregate Stated Principal Balance of the
                                                 Loans as of the Closing Date ("Initial
                                                 Mortgage Pool Balance"): $1,261,269,461

Special Servicer: Clarion Partners, LLC          CUSIP No.:  [Class A-X: [144-A: 22541Q W9 9]
                                                 [REG S: U12679 TN 3]]
                                                 [Class A-SP: [144-A: 22541Q X2 3] [REG S:
                                                 U12679 TP 8]]
                                                 ISIN No.:  [Class A-X: [144-A:
                                                 US22541QW999] [REG S: USU12679TN34]]
                                                 [Class A-SP: [144-A: US22541QX237] [REG S:
                                                 USU12679TP81]

Trustee:

Wells Fargo Bank Minnesota, N.A.

Certificate No. [A-X] [A-SP] -__
</TABLE>

<PAGE>

      THIS CERTIFICATE IS AN "INTEREST ONLY" CERTIFICATE AND DOES NOT HAVE A
PRINCIPAL BALANCE.  DISTRIBUTIONS WILL BE CALCULATED ON THE "CLASS [A-SP]
[A-X] NOTIONAL BALANCE."

      FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

      THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE HOLDER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, (C) TO A PERSON WHO IS NOT A "U.S. PERSON" AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE
TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

      THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER AND MAY ALSO BE REQUIRED
TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR IS A U.S. PERSON WITHIN
THE MEANING OF RULE 902 UNDER REGULATION S.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE CSFB MORTGAGE LOAN SELLER, THE PNC MORTGAGE LOAN SELLER, THE
KEYBANK MORTGAGE LOAN SELLER, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

      Unless and until it is exchanged in whole or in part for Certificates in
definitive form, this Certificate may not be transferred except as a whole (i)
by The Depository Trust Company, a New York corporation ("DTC") to a nominee of
DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC or (iii) by DTC
or any such nominee to a successor depository or a nominee of such successor
depository.

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Certificate
Registrar or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

      This certifies that CEDE & CO. (the "Certificateholder") is the registered
owner of a beneficial ownership interest in a trust (the "Trust") created
pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2003 (the
"Pooling and Servicing Agreement"), by and among Midland Loan Services, Inc., as
master servicer (the "Master Servicer"), Clarion Partners, LLC, as special
servicer (the "Special Servicer"), Wells Fargo Bank Minnesota, N.A. (the
"Trustee"), and Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor"). All capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement. This Certificate is described in the Pooling and Servicing
Agreement and is issued pursuant to and subject to the Pooling and Servicing
Agreement. By acceptance of this Certificate, each Certificateholder assents to
and becomes bound by the Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest represented by this Certificate of the amount required
to be distributed to the Certificateholders of this Class on such Distribution
Date pursuant to Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date;
and in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC or grantor trust, without the
consent of the Holders of any of the Certificates. No sale, transfer or other
disposition of this Certificate shall be permitted other than in accordance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Master Servicer, the Special Servicer, the Depositor or the Trustee, except
to the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
http://www.ctslink.com/cmbs.

<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                    WELLS FARGO BANK MINNESOTA, N.A.
                                    as Trustee

                                    By:
                                       -----------------------------------------
                                       Authorized Representative

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [A-X] [A-SP] Certificates referred to in
the within-mentioned Agreement.

Dated:

                                    WELLS FARGO BANK MINNESOTA, N.A.
                                    as Certificate Registrar

                                    By:
                                       -----------------------------------------
                                       Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
   (please print or typewrite name and address including postal zip code of
                                  assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Mortgage Pass-Through
Certificate to the following address: __________________________________________
________________________________________________________________________________

Dated:

                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to___________________________________
for the account of ____________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by____________________________________,
the Assignee named above, or __________________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-3

                     FORM OF CLASS [A-1-A][G][H] CERTIFICATE

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-C5
                         Class [A-1-A][G][H] Certificate

<TABLE>
<S>                                            <C>
[Pass-Through Rate [Class A-1-A]:              [Initial Class A-1-A Certificate Balance:
[Variable]                                     $340,549,000]

[Pass-Through Rate [Class G]: [Variable]       [Initial Class G Certificate Balance: $14,190,000]

[Pass-Through Rate [Class H]: [Variable]       [Initial Class H Certificate Balance: $14,189,000]

CUSIP No. [Class A-1-A] [144-A] 22541Q         Denomination of this Certificate: $[_________]
V7 4
CUSIP No. [Class A-1-A] [Reg S] U12679
TC 7
CUSIP No. [Class G] [144-A] 22541Q V8 2        Rated Final Distribution Date: December 2036
CUSIP No. [Class G] [Reg S] U12679 TD 5
CUSIP No. [Class H] [144-A] 22541Q V9 0
CUSIP No. [Class H] [Reg S] U12679 TE 3

No.: [A-1-A][G][H] -[__]
</TABLE>

      [FOR CLASS G AND CLASS H CERTIFICATES ONLY] THIS CERTIFICATE IS
SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS A-SP, CLASS A-X, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F [AND]
CLASS A-1-A CERTIFICATES [AND CLASS G CERTIFICATES] AS DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

      THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO A PERSON WHO IS NOT A "U.S.
PERSON" AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY
THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

      THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT
AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND IT IS
A U.S. PERSON WITHIN THE MEANING OF RULE 902 UNDER REGULATION S.

      FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE CSFB MORTGAGE LOAN SELLER, THE PNC MORTGAGE LOAN SELLER, THE
KEYBANK MORTGAGE LOAN SELLER, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

      [Legend for Regulation S Global Certificate -- PRIOR TO THE DATE THAT IS
40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THE
CERTIFICATES AND (B) NOVEMBER 30, 2003, THIS CERTIFICATE MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OF 1933, AS AMENDED.]

      Unless and until it is exchanged in whole or in part for Certificates in
definitive form, this Certificate may not be transferred except as a whole (i)
by The Depository Trust Company, a New York corporation ("DTC") to a nominee of
DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC or (iii) by DTC
or any such nominee to a successor depository or a nominee of such successor
depository.

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Certificate
Registrar or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

      This certifies that CEDE & CO. (the "Certificateholder") is the registered
owner of a beneficial ownership interest in a trust (the "Trust") created
pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2003 (the
"Pooling and Servicing Agreement"), by and among Midland Loan Services, Inc., as
master servicer (the "Servicer"), Clarion Partners, LLC, as special servicer
(the "Special Servicer"), Wells Fargo Bank Minnesota, N.A. (the "Trustee"), and
Credit Suisse First Boston Mortgage Securities Corp., as depositor (the
"Depositor"). All capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.
This Certificate is described in the Pooling and Servicing Agreement and is
issued pursuant to and subject to the Pooling and Servicing Agreement. By
acceptance of this Certificate, each Certificateholder assents to and becomes
bound by the Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest represented by this Certificate of the amount required
to be distributed to the Certificateholders of this Class on such Distribution
Date pursuant to Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date;
and in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC or grantor trust, without the
consent of the Holders of any of the Certificates.

      No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Master Servicer, the Special Servicer, the Depositor or the Trustee, except
to the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
http://www.ctslink.com/cmbs.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by the manual or facsimile signature of the duly authorized signatory
of the Trustee.

                                    WELLS FARGO BANK MINNESOTA, N.A.
                                    as Certificate Registrar

                                    By:_________________________________________
                                    Authorized Representative

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class [A-1-A][G][H] certificates referred to in the
within mentioned Pooling and Servicing Agreement.

                                    WELLS FARGO BANK MINNESOTA, N.A.
                                    as Certificate Registrar

                                        By:_____________________________________
                                        Authorized Representative

Dated: ___________________

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
   (please print or typewrite name and address including postal zip code of
                                  assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Mortgage Pass-Through
Certificate to the following address:___________________________________________
________________________________________________________________________________

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to___________________________________
for the account of_____________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to______________________________________________________________________.

            This information is provided by____________________________________,
the Assignee named above, or___________________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-4

                 FORM OF CLASS [J][K][L][M][N][O][P] CERTIFICATE

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-C5
                     Class [J][K][L][M][N][O][P] Certificate

<TABLE>

<S>                                        <C>
[Pass-Through Rate [Class J]: Variable]    [Initial Certificate Balance [Class J]:  $9,460,000]

[Pass-Through Rate [Class K]: Variable]    [Initial Certificate Balance [Class K]:  $6,307,000]

[Pass-Through Rate [Class L]:  Variable]   [Initial Certificate Balance [Class L]:  $6,306,000]

[Pass-Through Rate [Class M]:  Variable]   [Initial Certificate Balance [Class M]:  $7,883,000]

[Pass-Through Rate [Class N]:  Variable]   [Initial Certificate Balance [Class N]:  $1,577,000]

[Pass-Through Rate [Class O]:  Variable]   [Initial Certificate Balance [Class O]:  $4,730,000]

[Pass-Through Rate [Class P]:  Variable]   [Initial Certificate Balance [Class P]: $15,766,490]

CUSIP No. [Class J 144A] 22541Q W2 4
CUSIP No. [Class J Reg S] U12679 TF 0

CUSIP No. [Class K 144A] 22541Q W3 2
CUSIP No. [Class K Reg S] U12679 TG 8

CUSIP No. [Class L 144A] 22541Q W4 0       Denomination of this Certificate:  $[______]
CUSIP No. [Class L Reg S] U12679 TH 6      Rated Final Distribution Date: December 2036
CUSIP No. [Class M 144A] 22541Q W5 7
CUSIP No. [Class M Reg S] U12679 TJ 2
CUSIP No. [Class N 144A] 22541Q W6 5
CUSIP No. [Class N Reg S] U12679 TK 9
CUSIP No. [Class O 144A] 22541Q W7 3
CUSIP No. [Class O Reg S] U12679 TL 7
CUSIP No. [Class P 144A] 22541Q W8 1
CUSIP No. [Class P Reg S] U12679 TM 5


No.: [J][K][L][M][N][O][P]-[   ]
</TABLE>

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1,
CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-X, CLASS A-SP, CLASS B, CLASS C, CLASS
D, CLASS E, CLASS F, CLASS A-1-A, CLASS G AND CLASS H [AND CLASS [K] AND CLASS
[L] AND CLASS [M] AND CLASS [N] AND CLASS [O] CERTIFICATES] AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

      THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO A PERSON WHO IS NOT A "U.S.
PERSON" AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY
THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

      THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT
AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND IT IS
A U.S. PERSON WITHIN THE MEANING OF RULE 902 UNDER REGULATION S.

      THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL
RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY ESSENTIALLY SIMILAR
FEDERAL STATE OR LOCAL LAW (A "SIMILAR LAW") (EACH A "PLAN"), OR (B) A
COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE
ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO
INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE
ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT
CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION
406 OR 407 OF ERISA, SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
CHARACTERIZATION UNDER ANY SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING
DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER
IN THE FORM SET FORTH IN THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT OR
(ii) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B)
ABOVE, SUCH ENTITY SHALL PROVIDE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OR HOLDING OF THE CERTIFICATES BY
OR ON BEHALF OF A PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE
CODE OR SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE,
AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR OR
THE TRUSTEE TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL
INTEREST IN AN OFFERED PRIVATE CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT
IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF
ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN, AN INSURANCE COMPANY USING THE
ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT
CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION
406 OR 407 OF ERISA SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
CHARACTERIZATION UNDER ANY SIMILAR LAW.

      FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE CSFB MORTGAGE LOAN SELLER, THE PNC MORTGAGE LOAN SELLER, THE
KEYBANK MORTGAGE LOAN SELLER, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

      [Legend for Regulation S Global Certificate -- PRIOR TO THE DATE THAT IS
40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THE
CERTIFICATES AND (B) NOVEMBER 30, 2003, THIS CERTIFICATE MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OF 1933, AS AMENDED.]

      Unless and until it is exchanged in whole or in part for Certificates in
definitive form, this Certificate may not be transferred except as a whole (i)
by The Depository Trust Company, a New York corporation ("DTC") to a nominee of
DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC or (iii) by DTC
or any such nominee to a successor depository or a nominee of such successor
depository.

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Certificate
Registrar or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

      This certifies that CEDE & CO. (the "Certificateholder") is the registered
owner of a beneficial ownership interest in a trust (the "Trust") created
pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2003 (the
"Pooling and Servicing Agreement"), by and among Midland Loan Services, Inc., as
master servicer (the "Master Servicer"), Clarion Partners, LLC, as special
servicer (the "Special Servicer"), Wells Fargo Bank Minnesota, N.A., and Credit
Suisse First Boston Mortgage Securities Corp., as depositor (the "Depositor").
All capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed thereto in the Pooling and Servicing Agreement. This
Certificate is described in the Pooling and Servicing Agreement and is issued
pursuant to and subject to the Pooling and Servicing Agreement. By acceptance of
this Certificate, each Certificateholder assents to and becomes bound by the
Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest represented by this Certificate of the amount required
to be distributed to the Certificateholders of this Class on such Distribution
Date pursuant to Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date;
and in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC or grantor trust, without the
consent of the Holders of any of the Certificates.

      No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Master Servicer, the Special Servicer, the Depositor or the Trustee, except
to the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
http://www.ctslink.com/cmbs.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by the manual or facsimile signature of the duly authorized signatory
of the Trustee.

                                    WELLS FARGO BANK MINNESOTA, N.A.
                                    as Certificate Registrar

                                    By:_________________________________________
                                    Authorized Representative

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class [J][K][L][M][N][O][P] Certificates referred to in
the within mentioned Pooling and Servicing Agreement.

                                    WELLS FARGO BANK MINNESOTA, N.A.
                                    as Certificate Registrar

                                         By:____________________________________
                                         Authorized Representative

Dated: ___________________

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
   (please print or typewrite name and address including postal zip code of
                                  assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Mortgage Pass-Through
Certificate to the following address:___________________________________________
________________________________________________________________________________

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ___________________________________,
the Assignee named above, or __________________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-5

                           FORM OF CLASS V CERTIFICATE

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-C5
                               Class V Certificate

No.: V-[   ]                                         Percentage Interest: [100%]

      THIS CERTIFICATE DOES NOT HAVE A PRINCIPAL BALANCE AND IS ENTITLED TO
RECEIVE DISTRIBUTIONS ONLY IN RESPECT OF EXCESS INTEREST, IF ANY.

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

      THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO A PERSON WHO IS NOT A "U.S.
PERSON" AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY
THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

      THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE TO ANY PERSON THAT IS AN
"INELIGIBLE CLASS V OWNER" (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT).

      THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT
AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND IT IS
A U.S. PERSON WITHIN THE MEANING OF RULE 902 UNDER REGULATION S.

      THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL
RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY ESSENTIALLY SIMILAR
FEDERAL STATE OR LOCAL LAW (A "SIMILAR LAW") (EACH A "PLAN"), OR (B) A
COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE
ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO
INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF ANY SUCH PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING
DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM
SET FORTH IN THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT. THE TRANSFEREE
OF A BENEFICIAL INTEREST IN AN OFFERED PRIVATE CERTIFICATE SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR
USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST.

      This certifies that Clarion Partners, LLC (the "Certificateholder") is the
registered owner of a beneficial ownership interest in a trust (the "Trust")
created pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2003 (the "Pooling and Servicing Agreement"), by and among Midland Loan
Services, Inc., as master servicer (the "Master Servicer"), Clarion Partners,
LLC, as special servicer (the "Special Servicer"), Wells Fargo Bank Minnesota,
N.A. (the "Trustee"), and Credit Suisse First Boston Mortgage Securities Corp.,
as depositor (the "Depositor"). All capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed thereto in the Pooling
and Servicing Agreement. This Certificate is described in the Pooling and
Servicing Agreement and is issued pursuant to and subject to the Pooling and
Servicing Agreement. By acceptance of this Certificate, each Certificateholder
assents to and becomes bound by the Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest set forth above of the amount required to be distributed
to the Certificateholders of this Class on such Distribution Date pursuant to
Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date
in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC or grantor trust, without the
consent of the Holders of any of the Certificates.

      No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Master Servicer, the Special Servicer, the Depositor or the Trustee, except
to the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
http://www.ctslink.com/cmbs.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by the manual or facsimile signature of the duly authorized signatory
of the Trustee.

                                    WELLS FARGO BANK MINNESOTA, N.A.
                                    as Certificate Registrar


                                    By:_________________________________________
                                    Authorized Representative


                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class V certificates referred to in the within
mentioned Pooling and Servicing Agreement.


                                    WELLS FARGO BANK MINNESOTA, N.A.
                                    as Certificate Registrar

                                        By:_____________________________________
                                        Authorized Representative


Dated: ___________________

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
   (please print or typewrite name and address including postal zip code of
                                  assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Mortgage Pass-Through
Certificate to the following address:___________________________________________
________________________________________________________________________________

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ___________________________________,
the Assignee named above, or __________________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-6

                          FORM OF RESIDUAL CERTIFICATE

                            Class [R][LR] CERTIFICATE

No.:  [R]-[LR]                                        Percentage Interest:[  %]

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

      THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE HOLDER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST PAGE OF THIS CERTIFICATE.

      THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN THE PREVIOUS PARAGRAPH. A TRANSFEREE IS
ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN
THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE
IS A QUALIFIED INSTITUTIONAL BUYER AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.

      THIS CERTIFICATE IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL SAVINGS AND LOAN INSURANCE CORPORATION, THE
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

      THIS CERTIFICATE MAY NOT BE HELD OR TRANSFERRED TO A NON-U.S. PERSON (AS
DEFINED IN THE POOLING AND SERVICING AGREEMENT) OR DISQUALIFIED ORGANIZATION (AS
DEFINED BELOW).

      FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G(a)(2) AND 860D OF THE CODE.

      THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL
RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY ESSENTIALLY SIMILAR
FEDERAL STATE OR LOCAL LAW (A "SIMILAR LAW") (EACH A "PLAN"), OR (B) A
COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE
ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO
INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF ANY SUCH PLAN. TRANSFEREES OF THIS CERTIFICATE SHALL BE
REQUIRED TO DELIVER A LETTER IN THE FORM SET FORTH IN THE POOLING AND SERVICING
AGREEMENT TO SUCH EFFECT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN AN OFFERED
PRIVATE CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A
PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE
SUCH INTEREST.

      TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO A
"DISQUALIFIED ORGANIZATION" OR A NON-U.S. PERSON (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT). A DISQUALIFIED ORGANIZATION (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) INCLUDES: ANY OF (i) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES OR ANY AGENCY
OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY THAT
IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR
FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL
UNIT), (ii) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION OR ANY AGENCY
OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (iii) ANY ORGANIZATION (OTHER THAN
CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) THAT IS
EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (INCLUDING THE TAX IMPOSED
BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME) AND (iv) RURAL
ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(A)(2)(C) OF THE
CODE. NO TRANSFER OF THIS CLASS R CERTIFICATE WILL BE REGISTERED BY THE
CERTIFICATE REGISTRAR UNLESS THE PROPOSED TRANSFEREE HAS DELIVERED AN AFFIDAVIT
AFFIRMING, AMONG OTHER THINGS, THAT THE PROPOSED TRANSFEREE IS NOT A
DISQUALIFIED ORGANIZATION, IS NOT A NON-U.S. PERSON, AND IS NOT ACQUIRING THE
CLASS R CERTIFICATE FOR THE ACCOUNT OF A DISQUALIFIED ORGANIZATION OR A NON-U.S.
PERSON. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR A NON-U.S. PERSON OR ANY AGENT OF A DISQUALIFIED ORGANIZATION OR
A NON U.S. PERSON, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH. A COPY OF THE FORM OF AFFIDAVIT REQUIRED OF EACH PROPOSED TRANSFEREE
IS ON FILE AND AVAILABLE FROM THE TRUSTEE.

      A TRANSFER IN VIOLATION OF THE APPLICABLE RESTRICTIONS MAY GIVE RISE TO A
SUBSTANTIAL TAX UPON THE UNAFFILIATED SELLER OR, IN CERTAIN CASES, UPON AN AGENT
ACTING FOR THE TRANSFEREE. A PASS-THROUGH ENTITY THAT HOLDS THIS CLASS R
CERTIFICATE AND THAT HAS A DISQUALIFIED ORGANIZATION AS A RECORD OWNER IN ANY
TAXABLE YEAR GENERALLY WILL BE SUBJECT TO A TAX FOR EACH SUCH YEAR EQUAL TO THE
PRODUCT OF (A) THE AMOUNT OF EXCESS INCLUSIONS WITH RESPECT TO THE PORTION OF
THIS CERTIFICATE OWNED THROUGH SUCH PASS-THROUGH ENTITY BY SUCH DISQUALIFIED
ORGANIZATION, AND (B) THE HIGHEST MARGINAL FEDERAL TAX RATE ON CORPORATIONS. FOR
PURPOSES OF THE PRECEDING SENTENCE, THE TERM "PASS-THROUGH" ENTITY INCLUDES
REGULATED INVESTMENT COMPANIES, REAL ESTATE INVESTMENT TRUSTS, COMMON TRUST
FUNDS, PARTNERSHIPS, TRUSTS, ESTATES, COOPERATIVES TO WHICH PART I OF SUBCHAPTER
T OF THE CODE APPLIES AND, EXCEPT AS PROVIDED IN REGULATIONS, NOMINEES. ALL
INTERESTS IN AN "ELECTING LARGE PARTNERSHIP" WILL BE TREATED AS HELD BY
DISQUALIFIED ORGANIZATIONS FOR PURPOSES OF THIS TAX.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OR INTEREST IN THE
DEPOSITOR, THE CSFB MORTGAGE LOAN SELLER, THE PNC MORTGAGE LOAN SELLER, THE
KEYBANK MORTGAGE LOAN SELLER, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOT THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

      This certifies that ________________________ (the "Certificateholder") is
the registered owner of a beneficial ownership interest in a trust (the "Trust")
created pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2003 (the "Pooling and Servicing Agreement"), by and among Midland Loan
Services, Inc., as master servicer (the "Master Servicer"), Clarion Partners,
LLC, as special servicer (the "Special Servicer"), Wells Fargo Bank Minnesota,
N.A. (the "Trustee"), and Credit Suisse First Boston Mortgage Securities Corp.,
as depositor (the "Depositor"). All capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed thereto in the Pooling
and Servicing Agreement. This Certificate is described in the Pooling and
Servicing Agreement and is issued pursuant to and subject to the Pooling and
Servicing Agreement. By acceptance of this Certificate, each Certificateholder
assents to and becomes bound by the Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest set forth above of the amount required to be distributed
to the Certificateholders of this Class on such Distribution Date pursuant to
Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date
and in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66 2/3% of
the Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC or grantor trust, without the
consent of the Holders of any of the Certificates.

      No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Master Servicer, the Special Servicer, the Depositor or the Trustee, except
to the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
http://www.ctslink.com/cmbs.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by the manual or facsimile signature of the duly authorized signatory
of the Trustee.

                                    WELLS FARGO BANK MINNESOTA, N.A.
                                    as Certificate Registrar


                                    By:_________________________________________
                                    Authorized Representative


                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class [R][LR] certificates referred to in the within
mentioned Pooling and Servicing Agreement.


                                    WELLS FARGO BANK MINNESOTA, N.A.
                                    as Certificate Registrar


                                        By:_____________________________________
                                        Authorized Representative


Dated: ___________________

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
   (please print or typewrite name and address including postal zip code of
                                  assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Mortgage Pass-Through
Certificate to the following address:___________________________________________
________________________________________________________________________________

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ___________________________________,
the Assignee named above, or __________________________________________________,
as its agent.

<PAGE>

                                                                       EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 2003-C5

<TABLE>
<CAPTION>
(i)                                                      (xx)              (ii)




#                                 Crossed          Sub Pool      Property Name
---------------------------   --------------   ---------------   ---------------------------------------------
<S>                           <C>              <C>               <C>
1                                                     1          Mall at Fairfield Commons


2                                                     1          Mayfair Mall and Office Complex
2A                                                    1          Mayfair Mall
2B                                                    1          Mayfair Office Complex
3                                                     1          Stanford Shopping Center
4                                                     1          MeriStar Hotel Portfolio
4A                                                    1          MeriStar Louisville
4B                                                    1          MeriStar Frazer
5                                                     1          Paramount Plaza
6                                                     1          Montalvo Square Shopping Center
7                                                     2          Jefferson at Montfort
8                                                     1          EastBridge Landing
9                                                     1          East Thunderbird Square Shopping Center North
10                                                    1          Janss Court
11                                                    1          Ravine Development
12                                                    2          Serrano Apartments
13                                                    1          Crow Canyon Commons Shopping Center

14                                                    2          Carlingford Apartments
15                                                    1          220 Post Street
16                                                    2          Kings Crossing I & II
17                                                    2          Atrium at Market Center
18                                                    2          Villages of Deerfield Apartments
19                                                    1          Baseline Corporate Center
20                                                    1          Challenger Business Center

21                                                    1          Delphi Building
22                                   A                1          Anaheim Professional Center
23                                   A                1          Coast Family Medical Center
24                                                    1          Radisson Hotel Historic Savannah
25                                                    2          Breckinridge Court Apartments
26                                                    2          Addison at Hampton
27                                                    1          SouthCourt at South Square
28                                                    1          Deer Valley Financial Center

29                                   B                2          Magnolia Village
30                                   B                2          Blue Jay Mobile Home Park
31                                   B                2          Candlelight Manor
32                                   B                2          Elmwood Mobile Home Park
33                                                    1          Shoppes of New Tampa
34                                                    1          The Borders and Shoppes at Chestnut Hill
35                                                    1          Tustin Freeway Business Center
36                                                    1          Oak Hill Townhomes
37                                                    1          Northlake Square Shopping Center
38                                                    2          Stone Hill Apartments
39                                                    2          High Ridge Apartments
40                                                    2          Caleb's Place Townhomes
41                                                    2          Northgate Village Apartments
42                                                    2          Cambridge Village Apartments
43                                                    1          Staybridge Suites
44                                                    1          Summerville Plaza Shopping Center
45                                                    1          St. Joseph's/St. Jude's Medical Building
46                                                    1          Haynes Plaza

47                                                    2          Hearthstone Apartments
48                                                    2          Canyon View Apartments
49                                                    1          South County Medical Plaza
50                                                    1          Crossings at Westland
51                                                    2          Villas of Brandychase
52                                                    1          78 Place
53                                                    1          Vanowen Medical Office
54                                                    1          Bolsa Retail Center
55                                                    2          Candlewick Apartments
56                                                    1          91 Montvale Avenue
57                                                    2          Northgate Club Apartments
58                                                    2          Country Village & Oakwood Mobile Home Park
59                                                    1          Tops Plaza - North Olmsted
60                                                    1          West Highlands Shopping Center
61                                                    1          Metcalf 127 Shops
62                                                    1          Evergreen - Beverly Plaza & Park Plaza
62A                                                   1          Evergreen - Park Plaza
62B                                                   1          Evergreen - Beverly Plaza
63                                                    1          Gifford Industrial Park

64                                                    1          Oakley Plaza
65                                                    2          Cloverdale Apartments
66                                                    2          Collins Aire Mobile Home Park
67                                                    1          Chino Hills Promenade
68                                                    2          Hunter's Glen
69                                                    2          Cedar Glen Apartments
70                                                    2          College Hills West Apartments
71                                                    1          4601 Eisenhower
72                                                    1          Joyners Crossing
73                                                    1          Sedgefield Village Shopping Center
74                                                    1          Palm Ridge
75                                                    2          Point-O-View Apartments
76                                                    1          Village Shoppes
77                                                    2          Oak Brook Apartments
78                                                    1          Amaranth Building
79                                                    1          Merit Building
80                                                    1          4260-4310 West Broad Street
81                                                    1          Gateway Center
82                                                    1          PNC Advisor Building
83                                                    1          917 Franklin Office Building
84                                                    1          Riverside Business Park
85                                                    2          Oaks of League City
86                                                    1          Shiloh Center - 7


87                                                    1          Storage USA
88                                                    1          Eckerd's OAK RIDGE
89                                                    2          Tiburon Pointe Apartments
90                                                    2          Mansions North Apartments
91                                                    1          Dearborn Town Center
92                                                    1          72nd & Cedar Street Office
93                                                    2          Sands Point Cove Apartments
94                                                    1          Rancho Bernardo Professional Building
95                                                    1          Summerfield Renaissance Shopping Center
96                                                    1          Kroger Retail Center
97                                                    1          Coopers Common Plaza
98                                                    2          Diplomat Townhomes
99                                                    1          Chatfield Plaza
100                                                   1          Northwood Plaza Shopping Center
101                                                   1          Shiloh Center - 8


102                                                   2          Riverview Terrace
103                                                   2          Angelique Apartments
104                                                   2          Langdon Hall Apartments


105                                                   2          Bayou Oaks Apartments
106                                                   1          300-304 E 81st Street
107                                                   1          10811-10831 Foothill Boulevard
108                                                   2          Brandywine Apartments
109                                                   1          Fortress Self Storage
110                                                   1          Clayton Industrial Park
111                                                   1          Eckerd's - Middleton NJ
112                                                   1          2701-2751 East Chapman Avenue
113                                                   2          Park House Apartments
114                                                   1          324 E 77th Street
115                                                   2          Buttonwood Square
116                                                   1          Huntley Road Retail Center
117                                                   1          Highway Storage McAllen and Pharr
118                                                   1          Powell Plaza
119                                                   1          Gold Circle Office Building
120                                                   1          Waynesburg Centre
121                                                   1          Pierre Plaza Shopping Center
122                                                   2          Salem Terrace Apartments
123                                                   2          Carefree Valley Resort
124                                                   1          290 Fairbanks Center
125                                                   1          Scripps Hill Retail Center
126                                                   2          Springwood Apartments
127                                                   1          Cypress Harbor Mobile Home Park
128                                                   2          Casa Del Rey Mobile Home Park
129                                                   2          Fort Sedgwick Apartments
130                                                   1          10019 Reisterstown Road
131                                                   1          Shops at Canton
132                                                   1          Shiloh Center - 5
133                                                   1          Camino Maquilladora Buildings
134                                                   1          Meadow Estates Manufactured Housing Community
135                                                   1          Evergreen Office
136                                                   2          Amberwood Apartments
137                                                   1          3200 Commander Industrial Building
138                                                   1          Mabury Plaza
139                                                   2          Bel Air Mobile Home Communities
140                                                   2          Park Manor Apartments
141                                                   1          Silverado Office Building
142                                                   1          Pinehollow Business Park
143                                                   1          Broadway Commons Shopping Center
144                                                   2          Colonial Arms Apartments
145                                                   2          Folger Apartments
146                                                   2          Church Hill Gables
147                                                   2          Morris Manor Apartment
148                                                   2          Halifax Court Apartments
149                                                   2          Ashley Street Apartments
150                                                   2          Royal Palms Apartments
151                                                   2          Quartermaster Court Apartments
152                                                   2          833 Whalley Avenue
153                                                   1          76-80 Lafayette Avenue

Total/Weighted Average:


<CAPTION>
(i)                                                                  (iii)




#                                                     Address                                               City
---------------------------   ---------------------------------------------------------   ---------------------------------------
<S>                           <C>                                                         <C>
1                             2727 Fairfield Commons                                      Beavercreek


2
2A                            2500 North Mayfair Road                                     Wauwatosa
2B                            2500 North Mayfair Road                                     Wauwatosa
3                             180 El Camino Real                                          Palo  Alto
4
4A                            500 Fourth Avenue                                           Louisville
4B                            707 Lancaster Pike                                          Frazer
5                             3550 & 3580 Wilshire Boulevard                              Los Angeles
6                             1708-1794 South Victoria Avenue                             Ventura
7                             14332 Montfort Drive                                        Dallas
8                             377 East 33rd Street                                        New York
9                             14202 North Scottsdale Road                                 Scottsdale
10                            1453 Third Street Promenade                                 Santa Monica
11                            10 Park Avenue                                              Hanover Township
12                            14723 West Oaks Plaza Drive                                 Houston
13                            3101, 3111, 3205, 3121 and 3211 Crow Canyon Place           San Ramon

14                            6005, 6425 and 6525 South Gessner Drive                     Houston
15                            220 Post Street                                             San Francisco
16                            10002 Castile Court                                         Richmond
17                            118 North Howard Street and 308 West Fayette Street         Baltimore
18                            14555 Blanco Road                                           San Antonio
19                            4920 & 4940 South Wendler Drive                             Phoenix
20                            12605 Challenger Parkway                                    Orlando

21                            1401 Crooks Road                                            Troy
22                            1801 West Romneya Drive                                     Anaheim
23                            17752 Beach Boulevard                                       Huntington Beach
24                            411 West Bay Street                                         Savannah
25                            420 Redding Road                                            Lexington
26                            2 Wyndham Drive                                             Hampton
27                            3211 Shannon Road                                           Durham
28                            22601 North 19th Avenue                                     Phoenix

29                            1830 Old Mission Road                                       Edgewater
30                            38511 Wilds Road                                            Dade
31                            1703 Magnolia Avenue                                        South Daytona
32                            3300 South Nova Road                                        Port Orange
33                            1646-1950 Bruce B. Downs Blvd                               Wesley Chapel
34                            8400 & 8625 Germantown Avenue                               Chestnut Hill
35                            320-694 B Street and 420-436 6th Street                     Tustin
36                            Valley Vista Drive                                          State College
37                            4135 LaVisa Road                                            Atlanta
38                            501 W. Central Texas Expressway                             Killeen
39                            9353 Viscount Boulevard                                     El Paso
40                            400 South Old Dixie Highway                                 Lady Lake
41                            5700 North Knoll                                            San Antonio
42                            1402 North Valley Parkway                                   Lewisville
43                            7821 Elm Creek Boulevard                                    Maple Grove
44                            680 Bacons Bridge Road                                      Summerville
45                            17021 Yorba Linda Blvd                                      Yorba Linda
46                            6500 Hull Street                                            Richmond

47                            8801 Cinnamon Creek                                         San Antonio
48                            7400 Pirates Cove Road                                      Las Vegas
49                            1300 Vista Hermosa                                          San Clemente
50                            36577-36901 Warren Road                                     Westland
51                            4512-4591 Barclay Crescent Drive and 3722 Mil-Lake Circle   Lake Worth and Greenacres
52                            1050 Los Vallecitos Boulevard                               San Marcos
53                            15243 Vanowen Street                                        Van Nuys
54                            10451, 10491 & 10495 Bolsa Avenue                           Westminster
55                            3011 Jane Place Northeast                                   Albuquerque
56                            91 Montvale Avenue                                          Stoneham
57                            4300 Atoll Court                                            Naples
58                            920 Clearleaf Drive and 2828 West Highway 21                Bryan
59                            26666 Brookpark Road Extension                              North Olmsted
60                            6544 West Thomas Road                                       Phoenix
61                            12605 Metcalf Avenue                                        Overland Park
62
62A                           9816-9842 South Western Avenue                              Village of Evergreen Park
62B                           9601-9623, 9645 & 9649 South Western Avenue                 Chicago
63                            750-760 East Central Avenue & 765-791 Gifford Avenue        San Bernardino

64                            801 Fairview Road                                           Asheville
65                            2213 Shed Road                                              Bossier City
66                            401 North Timberline Drive                                  Ft. Collins
67                            14650 Pipeline Avenue                                       Chino Hills
68                            1201 Bacon Ranch Road                                       Killeen
69                            5840 Glenmont Drive                                         Houston
70                            3425 Millbrook Drive                                        San Angelo
71                            4601 Eisenhower Avenue                                      Alexandria
72                            10601 NC Highway 97                                         Rocky Mount
73                            3601-3605 Groometown Road                                   Greensboro
74                            4350, 4370, and 4380 Palm Avenue                            San Diego
75                            1130 Jack Warner Parkway                                    Tuscaloosa
76                            1203, 1213 & 1241 North State Road 7                        Royal Palm Beach
77                            700 North Spence Avenue                                     Goldsboro
78                            19560 Amaranth Drive                                        Germantown
79                            9055 Comprint Court                                         Gaithersburg
80                            4260-4310 West Broad Street                                 Columbus
81                            991 South State Road 7                                      Plantation
82                            265-67 Milburn Avenue                                       Milburn
83                            917 Franklin Avenue                                         Houston
84                            2902-2976 Rubidoux Boulevard                                Riverside
85                            305 Hobbs Road                                              League City
86                            6500 Hembree Lane                                           Windsor


87                            8002 Warwick Avenue                                         Louisville
88                            5899 South Orange Blossom Trail                             Orlando
89                            16901 Oakmont Drive                                         Omaha
90                            5113 North Brookline Avenue                                 Oklahoma City
91                            14615 Warren Avenue                                         Dearborn
92                            1910 South 72nd Street                                      Omaha
93                            8600 Sands Point Drive                                      Houston
94                            16776 Bernardo Center Drive                                 San Diego
95                            4548 US Hwy 220 North                                       Summerfield
96                            1 Troy Square                                               Troy
97                            2925 and 2945 East Riggs Road                               Chandler
98                            2700 Camp Creek Parkway                                     College Park
99                            10789 Bradford Road                                         Littleton
100                           611 North Main Street                                       Kernersville
101                           6580 Hembree Lane                                           Windsor


102                           130-133 Fordson Avenue                                      Cranston
103                           301-321 West 9th and 323, 617, & 715 West 10th Streets      Dallas
104                           633 Langdon Street                                          Madison


105                           3030 Lafferty Road                                          Pasadena
106                           300-304 E. 81st Street                                      New York
107                           10811-10831 Foothill Boulevard                              Rancho Cucamonga
108                           1123 Brandywine Lane                                        Norman
109                           5219 Plank Road                                             Fredericksburg
110                           2502-2518 South Santa Fe Avenue                             Vista
111                           200 Wilson Avenue                                           Middleton
112                           2701-2751 East Chapman Avenue                               Fullerton
113                           7945 Mentor Avenue                                          Mentor
114                           324 E 77th Street                                           New York
115                           486 South Black Horse Pike                                  Blackwood
116                           7000-7014 Huntley Road                                      Carpentersville
117                           2223 North 23rd Road and 4002 North Cage Boulevard          McAllen
118                           6311-6315 FM 1488                                           Magnolia
119                           13906 Gold Circle                                           Omaha
120                           8648 Waynesburg Dr Southeast                                Waynesburg
121                           2900 East Texas Street                                      Bossier City
122                           3400 Salem Road                                             Covington
123                           4506-4306 North Business 77                                 Harlingen
124                           14095 Northwest Freeway                                     Houston
125                           9969 Mira Mesa Blvd                                         San Diego
126                           4201 Woodspring Lane                                        Tampa
127                           3400 Cypress Gardens Road                                   Winter Haven
128                           515 53rd Avenue West                                        Bradenton
129                           2217 Sedgwick Street                                        Petersburg
130                           10019 Reisterstown Road                                     Owings Mills
131                           4045 Marietta Highway                                       Canton
132                           6450 Hembree Lane                                           Windsor
133                           6930 & 6940 Camino Maquilladora                             San Diego
134                           917 S. Kennedy Avenue                                       Madrid
135                           11640 Arbor Street                                          Omaha
136                           874 King Road                                               Riverdale
137                           3200 Commander Drive                                        Carrollton
138                           1631 and 1641 East 17th Street                              Santa Ana
139                           2201 Leonard Road                                           Bryan
140                           10 Ruth Road                                                Hyde Park
141                           1150 Silverado Road                                         La Jolla
142                           2720 South Medford Drive                                    Lufkin
143                           5954 Broadway Boulevard                                     Garland
144                           9 North Church Street                                       Schenectady
145                           411 2nd Street Southeast                                    Washington
146                           2418 East Franklin Street                                   Richmond
147                           27, 31 & 35 East Morris Street                              Buffalo
148                           121 West Marion Avenue                                      Edgewater
149                           173 Ashley St                                               Hartford
150                           1400 Moore Avenue                                           Portland
151                           917-929 Mechanic Street                                     Jeffersonville
152                           833 Whalley Avenue                                          New Haven
153                           76-80 Lafayette Avenue                                      Suffern

Total/Weighted Average:


<CAPTION>
(i)



                                                                      Zip             Property
#                                    County             State        Code               Type
---------------------------   --------------------   ----------   ----------   ---------------------
<S>                           <C>                    <C>          <C>          <C>
1                             Montgomery                 OH          45431     Retail


2
2A                            Milwaukee                  WI          53226     Retail
2B                            Milwaukee                  WI          53226     Office
3                             Santa Clara                CA          94304     Retail
4
4A                            Jefferson                  KY          40202     Hotel
4B                            Chester                    PA          19355     Hotel
5                             Los Angeles                CA          90010     Office
6                             Ventura                    CA          93003     Retail
7                             Dallas                     TX          75254     Multifamily
8                             New York                   NY          10016     Multifamily
9                             Maricopa                   AZ          85254     Retail
10                            Los Angeles                CA          90401     Mixed Use
11                            Morris                     NJ          07960     Office
12                            Harris                     TX          77082     Multifamily
13                            Contra Costa               CA          94583     Retail

14                            Harris                     TX          77036     Multifamily
15                            San Francisco              CA          94108     Retail
16                            Henrico                    VA          23233     Multifamily
17                            Baltimore City             MD          21201     Multifamily
18                            Bexar                      TX          78216     Multifamily
19                            Maricopa                   AZ          85282     Office
20                            Orange                     FL          32826     Office

21                            Oakland                    MI          48084     Industrial
22                            Orange                     CA          92801     Office
23                            Orange                     CA          92647     Office
24                            Chatham                    GA          31401     Hotel
25                            Fayette                    KY          40517     Multifamily
26                            Hampton City               VA          23666     Multifamily
27                            Durham                     NC          27707     Office
28                            Maricopa                   AZ          85027     Office

29                            Volusia                    FL          32132     Multifamily
30                            Pasco                      FL          33525     Multifamily
31                            Volusia                    FL          32119     Multifamily
32                            Volusia                    FL          32119     Multifamily
33                            Pasco                      FL          33543     Retail
34                            Philadelphia               PA          19118     Retail
35                            Orange                     CA          92780     Industrial
36                            Centre                     PA          16803     Multifamily
37                            Dekalb                     GA          30084     Retail
38                            Bell                       TX          76541     Multifamily
39                            El Paso                    TX          79925     Multifamily
40                            Lake                       FL          32159     Multifamily
41                            Bexar                      TX          78240     Multifamily
42                            Denton                     TX          75077     Multifamily
43                            Hennepin                   MN          55369     Hotel
44                            Dorchester                 SC          29485     Retail
45                            Orange                     CA          92886     Office
46                            Richmond City              VA          23224     Retail

47                            Bexar                      TX          78240     Multifamily
48                            Clark                      NV          89145     Multifamily
49                            Orange                     CA          92673     Office
50                            Wayne                      MI          48185     Retail
51                            Palm Beach                 FL          33463     Multifamily
52                            San Diego                  CA          92069     Mixed Use
53                            Los Angeles                CA          91405     Office
54                            Orange                     CA          92683     Retail
55                            Bernalillo                 NM          87111     Multifamily
56                            Middlesex                  MA          02180     Office
57                            Collier                    FL          34116     Multifamily
58                            Brazos                     TX          77803     Multifamily
59                            Cuyahoga                   OH          44070     Retail
60                            Maricopa                   AZ          85033     Retail
61                            Johnson                    KS          66213     Retail
62
62A                           Cook                       IL          60805     Retail
62B                           Cook                       IL          60805     Retail
63                            San Bernardino             CA          92408     Industrial

64                            Buncombe                   NC          28803     Retail
65                            Bossier Parish             LA          71111     Multifamily
66                            Larimer                    CO          80524     Multifamily
67                            San Bernardino             CA          91709     Retail
68                            Bell                       TX          76542     Multifamily
69                            Harris                     TX          77081     Multifamily
70                            Tom Green                  TX          76904     Multifamily
71                            Alexandria City            VA          22304     Mixed Use
72                            Nash                       NC          27803     Retail
73                            Guilford                   NC          27407     Retail
74                            San Diego                  CA          92154     Retail
75                            Tuscaloosa                 AL          35404     Multifamily
76                            Palm Beach                 FL          33411     Retail
77                            Wayne                      NC          28027     Multifamily
78                            Montgomery                 MD          20874     Industrial
79                            Montgomery                 MD          20877     Office
80                            Franklin                   OH          43228     Retail
81                            Broward                    FL          33317     Industrial
82                            Essex                      NJ          07041     Office
83                            Harris                     TX          77002     Office
84                            Riverside                  CA          92509     Industrial
85                            Galveston                  TX          77573     Multifamily
86                            Sonoma                     CA          95492     Retail


87                            Jefferson                  KY          40222     Self Storage
88                            Orange                     FL          32839     Retail
89                            Sarpy                      NE          68136     Multifamily
90                            Oklahoma                   OK          73112     Multifamily
91                            Wayne                      MI          48126     Retail
92                            Douglas                    NE          68124     Office
93                            Harris                     TX          77036     Multifamily
94                            San Diego                  CA          92128     Office
95                            Guilford                   NC          27358     Retail
96                            Lincoln                    MO          63379     Retail
97                            Maricopa                   AZ          85249     Retail
98                            Fulton                     GA          30337     Multifamily
99                            Jefferson                  CO          80127     Office
100                           Forsyth                    NC          27284     Retail
101                           Sonoma                     CA          95492     Retail


102                           Providence                 RI          02109     Multifamily
103                           Dallas                     TX          75208     Multifamily
104                           Dane                       WI          53703     Multifamily


105                           Harris                     TX          77502     Multifamily
106                           New York                   NY          10028     Mixed Use
107                           San Bernardino             CA          91730     Retail
108                           Cleveland                  OK          73071     Multifamily
109                           Spotsylvania               VA          22407     Self Storage
110                           San Diego                  CA          92084     Industrial
111                           Monmouth                   NJ          07758     Retail
112                           Orange                     CA          92831     Office
113                           Lake                       OH          44060     Multifamily
114                           New York                   NY          10021     Multifamily
115                           Camden                     NJ          08012     Multifamily
116                           Kane                       IL          60110     Retail
117                           Hidalgo                    TX          78501     Self Storage
118                           Montgomery                 TX          77354     Retail
119                           Douglas                    NE          68144     Office
120                           Stark                      OH          44688     Retail
121                           Bossier Parish             LA          71111     Retail
122                           Newton                     GA          30016     Multifamily
123                           Cameron                    TX          78552     Multifamily
124                           Harris                     TX          77040     Retail
125                           San Diego                  CA          92131     Retail
126                           Hillsborough               FL          33613     Multifamily
127                           Polk                       FL          33884     Multifamily
128                           Manatee                    FL          34207     Multifamily
129                           Petersburg City            VA          23805     Multifamily
130                           Baltimore                  MD          21117     Office
131                           Cherokee                   GA          30114     Retail
132                           Sonoma                     CA          95492     Retail
133                           San Diego                  CA          92154     Industrial
134                           Boone                      IA          50156     Multifamily
135                           Douglas                    NE          68144     Office
136                           Clayton                    GA          30296     Multifamily
137                           Dallas                     TX          75006     Industrial
138                           Orange                     CA          92705     Retail
139                           Brazos                     TX          77803     Multifamily
140                           Dutchess                   NY          12538     Multifamily
141                           San Diego                  CA          92037     Office
142                           Angelina                   TX          75901     Office
143                           Dallas                     TX          75043     Retail
144                           Schenectady                NY          12305     Multifamily
145                           District of Columbia       DC          20003     Multifamily
146                           Richmond                   VA          23219     Multifamily
147                           Erie                       NY          14214     Multifamily
148                           Volusia                    FL          32132     Multifamily
149                           Hartford                   CT          06114     Multifamily
150                           San Patricio               TX          78374     Multifamily
151                           Clark                      IN          47130     Multifamily
152                           New Haven                  CT          06515     Multifamily
153                           Rockland                   NY          10901     Mixed Use

Total/Weighted Average:


<CAPTION>
(i)                                                                                                         (xi)

                                                                                                          Units/
                                                                                                         Sq. Ft./
                                               Property                   Mortgage                        Rooms/
#                                              Sub-type                   Loan Seller                      Pads
---------------------------   -----------------------------------------   ----------------------   --------------------   ----------
<S>                           <C>                                         <C>                      <C>                    <C>
1                                              Anchored                   KeyBank                         1,046,726            (10)


2                                                                         Column Financial, Inc.
2A                                             Anchored                                                     858,165
2B                                    Central Business District                                             419,318
3                                              Anchored                   Column Financial, Inc.          1,387,351            (10)
4                                                                         Column Financial, Inc.
4A                                           Full Service                                                       321
4B                                           Full Service                                                       198
5                                     Central Business District           Column Financial, Inc.            911,900
6                                              Anchored                   Column Financial, Inc.            218,507
7                                            Conventional                 Column Financial, Inc.                662
8                                            Conventional                 Column Financial, Inc.                209
9                                              Anchored                   PNC                               167,412
10                                    Office/Retail/Multifamily           Column Financial, Inc.            125,709
11                                             Suburban                   Column Financial, Inc.            154,776
12                                           Conventional                 PNC                                   438
13                                             Anchored                   Column Financial, Inc.            228,139

14                                           Conventional                 Column Financial, Inc.                810
15                                            Unanchored                  Column Financial, Inc.             37,425
16                                           Conventional                 Column Financial, Inc.                432
17                                           Conventional                 Column Financial, Inc.                173
18                                           Conventional                 PNC                                   300
19                                             Suburban                   PNC                               151,221
20                                             Suburban                   Column Financial, Inc.            170,418

21                                               N/A                      PNC                               222,597
22                                             Suburban                   PNC                                87,237
23                                             Suburban                   PNC                                42,892
24                                           Full Service                 PNC                                   150
25                                           Conventional                 PNC                                   382
26                                           Conventional                 Column Financial, Inc.                276
27                                             Suburban                   Column Financial, Inc.            130,981
28                                             Suburban                   PNC                               126,569

29                                       Manufactured Housing             Column Financial, Inc.                196
30                                       Manufactured Housing             Column Financial, Inc.                263
31                                       Manufactured Housing             Column Financial, Inc.                128
32                                       Manufactured Housing             Column Financial, Inc.                100
33                                             Anchored                   Column Financial, Inc.            158,662
34                                             Anchored                   Column Financial, Inc.             40,570
35                                               N/A                      PNC                               184,083
36                                           Conventional                 PNC                                   106
37                                             Anchored                   Column Financial, Inc.             82,556
38                                           Conventional                 Column Financial, Inc.                344
39                                           Conventional                 PNC                                   296
40                                           Conventional                 Column Financial, Inc.                152
41                                           Conventional                 Column Financial, Inc.                264
42                                           Conventional                 Column Financial, Inc.                200
43                                         Limited Service                PNC                                   119
44                                             Anchored                   Column Financial, Inc.            107,600
45                                             Suburban                   Column Financial, Inc.             61,640
46                                             Anchored                   Column Financial, Inc.            244,698

47                                           Conventional                 Column Financial, Inc.                252
48                                           Conventional                 Column Financial, Inc.                138
49                                             Suburban                   PNC                                27,522
50                                             Anchored                   Column Financial, Inc.            215,415
51                                           Conventional                 Column Financial, Inc.                115
52                                          Office/Retail                 PNC                               105,618
53                                    Central Business District           Column Financial, Inc.             64,411
54                                            Unanchored                  PNC                                42,505
55                                           Conventional                 Column Financial, Inc.                184
56                                             Suburban                   PNC                                50,648
57                                           Conventional                 Column Financial, Inc.                120
58                                       Manufactured Housing             Column Financial, Inc.                509
59                                             Anchored                   KeyBank                            70,003
60                                             Anchored                   Column Financial, Inc.             86,114
61                                            Unanchored                  PNC                                56,509
62                                                                        Column Financial, Inc.
62A                                           Unanchored                                                     22,649
62B                                           Unanchored                                                     22,921
63                                               N/A                      Column Financial, Inc.            156,224

64                                             Anchored                   Column Financial, Inc.            118,727
65                                           Conventional                 PNC                                   177
66                                       Manufactured Housing             PNC                                   328
67                                            Unanchored                  PNC                                41,464
68                                           Conventional                 Column Financial, Inc.                152
69                                           Conventional                 Column Financial, Inc.                211
70                                           Conventional                 Column Financial, Inc.                168
71                                        Office/Industrial               Column Financial, Inc.             64,474
72                                             Anchored                   Column Financial, Inc.             52,207
73                                             Anchored                   Column Financial, Inc.             56,630
74                                            Unanchored                  PNC                                27,600
75                                           Conventional                 Column Financial, Inc.                138
76                                            Unanchored                  Column Financial, Inc.             36,460
77                                           Conventional                 Column Financial, Inc.                100
78                                               N/A                      Column Financial, Inc.             45,645
79                                             Suburban                   PNC                                39,902
80                                            Unanchored                  Column Financial, Inc.             94,079
81                                               N/A                      Column Financial, Inc.             88,177
82                                             Suburban                   PNC                                13,110
83                                    Central Business District           Column Financial, Inc.             38,890
84                                               N/A                      Column Financial, Inc.            119,249
85                                           Conventional                 PNC                                   108
86                                            Unanchored                  Column Financial, Inc.             18,020


87                                               N/A                      PNC                                66,850
88                                            Unanchored                  Column Financial, Inc.             11,760
89                                           Conventional                 Column Financial, Inc.                 60
90                                           Conventional                 PNC                                   114
91                                            Unanchored                  Column Financial, Inc.             24,974
92                                             Suburban                   Column Financial, Inc.             24,022
93                                           Conventional                 Column Financial, Inc.                142
94                                             Suburban                   Column Financial, Inc.             25,952
95                                             Anchored                   Column Financial, Inc.             36,840
96                                             Anchored                   Column Financial, Inc.             52,933
97                                            Unanchored                  Column Financial, Inc.             18,218
98                                           Conventional                 Column Financial, Inc.                124
99                                             Suburban                   Column Financial, Inc.             20,034
100                                            Anchored                   Column Financial, Inc.             50,408
101                                           Unanchored                  Column Financial, Inc.             14,210


102                                          Conventional                 Column Financial, Inc.                 48
103                                          Conventional                 Column Financial, Inc.                134
104                                          Conventional                 Column Financial, Inc.                 90


105                                          Conventional                 Column Financial, Inc.                 88
106                                       Multifamily/Retail              Column Financial, Inc.             11,830
107                                           Unanchored                  Column Financial, Inc.              6,508
108                                          Conventional                 PNC                                   104
109                                              N/A                      Column Financial, Inc.             55,025
110                                              N/A                      Column Financial, Inc.             51,320
111                                           Unanchored                  Column Financial, Inc.             11,347
112                                            Suburban                   Column Financial, Inc.             30,102
113                                          Conventional                 Column Financial, Inc.                 72
114                                          Conventional                 Column Financial, Inc.                 20
115                                          Conventional                 Column Financial, Inc.                 58
116                                           Unanchored                  Column Financial, Inc.             11,407
117                                              N/A                      Column Financial, Inc.            323,943
118                                           Unanchored                  Column Financial, Inc.             20,790
119                                            Suburban                   Column Financial, Inc.             20,889
120                                            Anchored                   Column Financial, Inc.             44,703
121                                           Unanchored                  Column Financial, Inc.             14,000
122                                          Conventional                 Column Financial, Inc.                 70
123                                      Manufactured Housing             Column Financial, Inc.                273
124                                           Unanchored                  Column Financial, Inc.             10,053
125                                           Unanchored                  Column Financial, Inc.             10,912
126                                          Conventional                 Column Financial, Inc.                 57
127                                      Manufactured Housing             Column Financial, Inc.                 90
128                                      Manufactured Housing             Column Financial, Inc.                 74
129                                          Conventional                 Column Financial, Inc.                 56
130                                            Suburban                   Column Financial, Inc.             11,018
131                                           Unanchored                  Column Financial, Inc.             10,400
132                                           Unanchored                  Column Financial, Inc.              7,135
133                                              N/A                      Column Financial, Inc.             38,866
134                                      Manufactured Housing             Column Financial, Inc.                 86
135                                            Suburban                   Column Financial, Inc.             16,874
136                                          Conventional                 Column Financial, Inc.                 53
137                                              N/A                      Column Financial, Inc.             53,882
138                                           Unanchored                  Column Financial, Inc.             11,525
139                                      Manufactured Housing             Column Financial, Inc.                 94
140                                          Conventional                 Column Financial, Inc.                 24
141                                            Suburban                   Column Financial, Inc.              7,101
142                                   Central Business District           Column Financial, Inc.             22,457
143                                           Unanchored                  Column Financial, Inc.             12,600
144                                          Conventional                 Column Financial, Inc.                 61
145                                          Conventional                 Column Financial, Inc.                 16
146                                          Conventional                 Column Financial, Inc.                 17
147                                          Conventional                 Column Financial, Inc.                 54
148                                          Conventional                 Column Financial, Inc.                 28
149                                          Conventional                 Column Financial, Inc.                 36
150                                          Conventional                 Column Financial, Inc.                 48
151                                          Conventional                 PNC                                    32
152                                          Conventional                 Column Financial, Inc.                 14
153                                         Office/Retail                 Column Financial, Inc.             10,824

Total/Weighted Average:


<CAPTION>
(i)                                   (vi)                                (vii)


                                                                                                Percentage of
                                    Original                             Cut-off                   Initial               Maturity
#                                    Balance                           Balance (1)              Pool Balance            Balance (2)
---------------------------   --------------------   ---------   -----------------------   ----------------------   ----------------
<S>                           <C>                    <C>         <C>                       <C>                      <C>
1                                  $85,500,000          (11)           $85,405,532                  6.77%               $69,414,892


2                                  $80,000,000          (12)           $79,343,515                  6.29%               $71,457,181
2A                                                                     $69,245,249
2B                                                                     $10,098,266
3                                  $75,000,000          (13)           $75,000,000                  5.95%               $75,000,000
4                                  $51,000,000                         $50,881,109                  4.03%               $40,652,182
4A                                                                     $33,920,740
4B                                                                     $16,960,370
5                                  $45,000,000                         $44,876,466                  3.56%               $38,334,447
6                                  $42,300,000                         $42,300,000                  3.35%               $35,866,680
7                                  $35,000,000          (14)           $35,000,000                  2.78%               $33,322,233
8                                  $35,000,000                         $33,689,997                  2.67%               $30,832,227
9                                  $28,500,000                         $28,472,696                  2.26%               $24,313,039
10                                 $28,600,000                         $28,295,760                  2.24%               $23,075,662
11                                 $27,270,000                         $26,515,146                  2.10%               $10,661,962
12                                 $26,450,000                         $26,450,000                  2.10%               $21,833,989
13                                 $23,000,000                         $22,903,652                  1.82%               $19,156,463

14                                 $22,000,000                         $21,762,334                  1.73%               $20,425,414
15                                 $21,300,000                         $21,300,000                  1.69%               $21,300,000
16                                 $21,000,000                         $20,891,904                  1.66%               $16,921,866
17                                 $18,200,000                         $18,124,880                  1.44%               $15,614,871
18                                 $16,700,000                         $16,641,062                  1.32%               $13,699,489
19                                 $16,455,000                         $16,438,430                  1.30%               $13,931,254
20                                 $16,400,000                         $16,329,079                  1.29%               $13,594,715

21                                 $16,000,000                         $15,976,947                  1.27%               $12,395,142
22                                 $9,375,000                           $9,365,667                  0.74%               $7,951,218
23                                 $5,725,000                           $5,719,224                  0.45%               $4,845,505
24                                 $15,000,000                         $14,980,678                  1.19%               $11,897,944
25                                 $14,800,000                         $14,772,020                  1.17%               $12,497,833
26                                 $14,600,000                         $14,524,848                  1.15%               $11,764,726
27                                 $14,550,000                         $14,423,499                  1.14%               $11,155,040
28                                 $11,625,000                         $11,604,681                  0.92%               $9,918,299

29                                 $4,025,000                           $3,997,827                  0.32%               $3,390,188
30                                 $4,000,000                           $3,976,321                  0.32%               $3,362,665
31                                 $2,070,000                           $2,057,746                  0.16%               $1,740,179
32                                 $1,375,000                           $1,366,860                  0.11%               $1,155,916
33                                 $10,600,000                         $10,600,000                  0.84%               $10,600,000
34                                 $10,500,000                         $10,434,412                  0.83%               $8,759,205
35                                 $10,000,000                          $9,989,911                  0.79%               $8,463,763
36                                 $9,864,000                           $9,845,186                  0.78%               $8,319,641
37                                 $9,500,000                           $9,438,742                  0.75%               $7,887,658
38                                 $9,300,000                           $9,262,680                  0.73%               $7,794,162
39                                 $9,200,000                           $9,182,569                  0.73%               $7,766,596
40                                 $9,200,000                           $9,147,744                  0.73%               $7,075,107
41                                 $8,480,000                           $8,402,346                  0.67%               $7,096,915
42                                 $8,150,000                           $8,119,100                  0.64%               $6,884,464
43                                 $7,450,000                           $7,440,612                  0.59%               $5,935,579
44                                 $7,425,000                           $7,379,962                  0.59%               $5,632,945
45                                 $7,000,000                           $6,967,396                  0.55%               $5,915,416
46                                 $7,000,000                           $6,814,263                  0.54%                $109,009

47                                 $6,720,000                           $6,658,463                  0.53%               $5,623,971
48                                 $6,700,000                           $6,653,051                  0.53%               $6,170,665
49                                 $6,600,000                           $6,593,640                  0.52%               $5,625,510
50                                 $6,400,000                           $6,339,552                  0.50%               $4,971,292
51                                 $6,240,000                           $6,205,217                  0.49%               $4,816,854
52                                 $6,200,000                           $6,194,049                  0.49%               $5,287,627
53                                 $6,000,000                           $5,964,095                  0.47%               $5,036,307
54                                 $5,850,000                           $5,844,363                  0.46%               $4,986,248
55                                 $5,850,000                           $5,811,980                  0.46%               $4,952,561
56                                 $5,810,000                           $5,804,304                  0.46%               $4,939,211
57                                 $5,800,000                           $5,779,340                  0.46%               $4,940,007
58                                 $5,750,000                           $5,750,000                  0.46%               $4,880,742
59                                 $5,760,000                           $5,743,218                  0.46%               $4,434,972
60                                 $5,650,000                           $5,650,000                  0.45%               $4,811,058
61                                 $5,545,000                           $5,531,107                  0.44%               $4,363,675
62                                 $5,300,000                           $5,267,663                  0.42%               $4,436,446
62A                                                                     $3,085,346
62B                                                                     $2,182,318
63                                 $5,200,000                           $5,176,306                  0.41%               $4,275,854

64                                 $5,175,000                           $5,175,000                  0.41%               $5,175,000
65                                 $5,128,000                           $5,108,073                  0.41%               $4,029,801
66                                 $4,900,000                           $4,900,000                  0.39%               $4,151,282
67                                 $4,900,000                           $4,887,170                  0.39%               $4,200,609
68                                 $4,875,000                           $4,855,437                  0.39%               $4,085,650
69                                 $4,650,000                           $4,596,734                  0.36%               $3,942,744
70                                 $4,600,000                           $4,587,345                  0.36%               $3,917,495
71                                 $4,400,000                           $4,389,115                  0.35%               $3,799,493
72                                 $4,320,000                           $4,301,596                  0.34%               $3,333,197
73                                 $4,300,000                           $4,281,987                  0.34%               $3,581,426
74                                 $4,170,000                           $4,170,000                  0.33%               $3,554,619
75                                 $4,376,000                           $4,077,258                  0.32%               $3,684,593
76                                 $4,100,000                           $4,076,870                  0.32%               $3,157,365
77                                 $4,000,000                           $3,975,067                  0.32%               $3,337,881
78                                 $4,000,000                           $3,971,612                  0.31%               $3,071,206
79                                 $3,940,000                           $3,933,019                  0.31%               $3,355,718
80                                 $3,900,000                           $3,856,389                  0.31%               $2,871,773
81                                 $3,800,000                           $3,767,790                  0.30%               $2,928,412
82                                 $3,700,000                           $3,690,354                  0.29%               $3,173,685
83                                 $3,700,000                           $3,681,688                  0.29%               $3,101,199
84                                 $3,650,000                           $3,627,200                  0.29%               $3,044,867
85                                 $3,360,000                           $3,356,425                  0.27%               $2,819,946
86                                 $3,125,000                           $3,108,837                  0.25%               $2,603,012


87                                 $3,100,000                           $3,082,422                  0.24%               $2,384,823
88                                 $3,090,000                           $3,055,009                  0.24%               $2,159,793
89                                 $2,950,000                           $2,930,777                  0.23%               $2,445,433
90                                 $2,800,000                           $2,793,973                  0.22%               $2,321,008
91                                 $2,815,000                           $2,785,959                  0.22%               $2,210,420
92                                 $2,800,000                           $2,782,169                  0.22%               $2,376,781
93                                 $2,800,000                           $2,774,919                  0.22%               $2,196,728
94                                 $2,750,000                           $2,734,245                  0.22%               $2,322,330
95                                 $2,685,000                           $2,668,406                  0.21%               $2,243,347
96                                 $2,700,000                           $2,661,315                  0.21%               $2,121,624
97                                 $2,650,000                           $2,633,092                  0.21%               $2,203,726
98                                 $2,600,000                           $2,586,552                  0.21%               $2,165,707
99                                 $2,530,000                           $2,517,199                  0.20%               $2,113,998
100                                $2,500,000                           $2,467,572                  0.20%               $1,626,858
101                                $2,460,000                           $2,447,415                  0.19%               $2,052,305


102                                $2,440,000                           $2,426,212                  0.19%               $1,878,373
103                                $2,400,000                           $2,389,657                  0.19%               $2,164,274
104                                $2,400,000                           $2,386,896                  0.19%               $1,983,268


105                                $2,380,000                           $2,368,221                  0.19%               $1,994,825
106                                $2,350,000                           $2,343,767                  0.19%               $2,011,144
107                                $2,300,000                           $2,280,998                  0.18%               $1,781,520
108                                $2,280,000                           $2,274,881                  0.18%               $1,877,827
109                                $2,300,000                           $2,261,071                  0.18%               $1,508,989
110                                $2,250,000                           $2,241,092                  0.18%               $1,761,789
111                                $2,150,000                           $2,112,950                  0.17%                 $28,678
112                                $2,000,000                           $1,986,484                  0.16%               $1,550,352
113                                $1,975,000                           $1,956,183                  0.16%               $1,531,528
114                                $1,950,000                           $1,942,426                  0.15%               $1,641,757
115                                $1,955,000                           $1,941,506                  0.15%               $1,641,658
116                                $1,900,000                           $1,889,399                  0.15%               $1,610,264
117                                $1,800,000                           $1,782,009                  0.14%               $1,195,158
118                                $1,760,000                           $1,754,226                  0.14%               $1,514,510
119                                $1,700,000                           $1,689,174                  0.13%               $1,443,046
120                                $1,650,000                           $1,644,514                  0.13%               $1,333,889
121                                $1,650,000                           $1,637,883                  0.13%               $1,123,847
122                                $1,650,000                           $1,628,325                  0.13%                 $35,753
123                                $1,500,000                           $1,490,463                  0.12%               $1,172,498
124                                $1,480,000                           $1,475,449                  0.12%               $1,240,624
125                                $1,450,000                           $1,446,036                  0.11%               $1,235,937
126                                $1,440,000                           $1,434,171                  0.11%               $1,339,188
127                                $1,400,000                           $1,392,438                  0.11%               $1,295,268
128                                $1,400,000                           $1,391,891                  0.11%               $1,180,503
129                                $1,350,000                           $1,342,786                  0.11%               $1,119,172
130                                $1,287,000                           $1,280,517                  0.10%               $1,076,050
131                                $1,285,000                           $1,279,361                  0.10%               $1,062,812
132                                $1,280,000                           $1,273,380                  0.10%               $1,066,195
133                                $1,250,000                           $1,245,716                  0.10%               $1,069,884
134                                $1,237,500                           $1,229,547                  0.10%               $1,102,119
135                                $1,200,000                           $1,192,358                  0.09%               $1,018,621
136                                $1,260,000                           $1,187,014                  0.09%               $1,086,460
137                                $1,175,000                           $1,169,249                  0.09%                $986,353
138                                $1,095,000                           $1,087,150                  0.09%                $933,223
139                                $1,075,000                           $1,075,000                  0.09%                $916,099
140                                $1,009,000                            $998,771                   0.08%                $794,883
141                                $1,000,000                            $996,925                   0.08%                $838,259
142                                $1,000,000                            $989,673                   0.08%                $720,130
143                                 $920,000                             $916,515                   0.07%                $726,499
144                                 $915,000                             $910,341                   0.07%                $718,680
145                                 $900,000                             $896,427                   0.07%                $755,432
146                                 $900,000                             $895,693                   0.07%                $757,809
147                                 $900,000                             $895,311                   0.07%                $703,884
148                                 $880,000                             $876,021                   0.07%                $746,533
149                                 $760,000                             $750,390                   0.06%                $498,413
150                                 $725,000                             $721,302                   0.06%                $569,259
151                                 $635,000                             $634,310                   0.05%                $461,213
152                                 $600,000                             $596,740                   0.05%                $510,303
153                                 $587,500                             $585,529                   0.05%                $474,224
                                                                 -----------------------
Total/Weighted Average:                                               $1,261,269,491
                                                                 =======================

<CAPTION>
(i)                                   (xix)


                                                                                                 Occupancy
                                       Fee/                Year               Year                Rate at
#                                   Leasehold              Built            Renovated               U/W
---------------------------   ---------------------   --------------   ------------------   -------------------
<S>                           <C>                     <C>              <C>                  <C>
1                                      Fee                 1993                N/A                  99%


2
2A                                     Fee                 1957               2003                  97%
2B                                     Fee                 1957               2003                  87%
3                                   Leasehold              1956               2002                  96%
4
4A                                     Fee                 1905               2000                  N/A
4B                                     Fee                 1990               2003                  N/A
5                                      Fee                 1969               1990                  84%
6                                 Fee/Leasehold            2002                N/A                  89%
7                                      Fee                 1995                N/A                  86%
8                                      Fee                 1998                N/A                  95%
9                                      Fee                 2000                N/A                  92%
10                                     Fee                 1989                N/A                  91%
11                                     Fee                 2001                N/A                  100%
12                                     Fee                 1999                N/A                  87%
13                                  Leasehold              1981               2002                  100%

14                                     Fee                 1976               2003                  95%
15                                     Fee                 1907               1996                  100%
16                                     Fee                 1971               2000                  94%
17                                Fee/Leasehold            1924               2002                  94%
18                                     Fee                 1995                N/A                  93%
19                                     Fee                 1999                N/A                  91%
20                                     Fee                 2000                N/A                  100%

21                                     Fee                 1955               1989                  100%
22                                     Fee                 1981                N/A                  92%
23                                     Fee                 1975               1990                  95%
24                                     Fee                 2000                N/A                  N/A
25                                     Fee                 1987                N/A                  94%
26                                     Fee                 1986                N/A                  98%
27                                     Fee                 1999                N/A                  80%
28                                     Fee                 2001                N/A                  83%

29                                     Fee                 1986                N/A                  100%
30                                     Fee                 1975               1985                  100%
31                                     Fee                 1973               1980                  100%
32                                     Fee                 1962                N/A                  100%
33                                     Fee                 2002                N/A                  98%
34                                     Fee                 1993                N/A                  100%
35                                     Fee                 1970                N/A                  92%
36                                     Fee                 2003                N/A                  99%
37                                     Fee                 1988                N/A                  96%
38                                     Fee                 1982                N/A                  97%
39                                     Fee                 1983                N/A                  95%
40                                     Fee                 1999                N/A                  91%
41                                     Fee                 1985                N/A                  93%
42                                     Fee                 1987                N/A                  95%
43                                     Fee                 1999                N/A                  N/A
44                                     Fee                 1972               2002                  98%
45                                     Fee                 1978                N/A                  100%
46                                     Fee                 1970                N/A                  88%

47                                     Fee                 1983               2002                  94%
48                                     Fee                 1989                N/A                  92%
49                                     Fee                 2002                N/A                  100%
50                                     Fee                 1995                N/A                  100%
51                                     Fee                 1984               1998                  100%
52                                     Fee                 1971               2001                  100%
53                                     Fee                 1971               1998                  100%
54                                     Fee                 1985                N/A                  99%
55                                     Fee                 1978               2003                  91%
56                                     Fee                 1984                N/A                  89%
57                                     Fee                 1988               2002                  99%
58                                     Fee                 1968                N/A                  87%
59                                  Leasehold              2002                N/A                  100%
60                                     Fee                 1986                N/A                  90%
61                                     Fee                 1997                N/A                  98%
62
62A                                    Fee                 1986                N/A                  100%
62B                                    Fee                 1985                N/A                  82%
63                                     Fee                 1987                N/A                  90%

64                                     Fee                 1988               1996                  98%
65                                     Fee                 1981               2000                  98%
66                                     Fee                 1972               1995                  97%
67                                     Fee                 1989                N/A                  100%
68                                     Fee                 1985                N/A                  96%
69                                     Fee                 1972               2002                  95%
70                                     Fee                 1984               2000                  97%
71                                     Fee                 1972               1984                  100%
72                                     Fee                 2003                N/A                  85%
73                                     Fee                 2000                N/A                  95%
74                                     Fee                 1979               2000                  100%
75                                     Fee                 1984                N/A                  93%
76                                     Fee                 2002                N/A                  100%
77                                     Fee                 1982               2002                  96%
78                                     Fee                 2000                N/A                  100%
79                                     Fee                 1981                N/A                  100%
80                                     Fee                 1963                N/A                  100%
81                                     Fee                 1971               2002                  99%
82                                     Fee                 2002                N/A                  100%
83                                     Fee                 1904               2000                  88%
84                                     Fee                 1971               2002                  98%
85                                     Fee                 1987               2003                  97%
86                                     Fee                 2002                N/A                  92%


87                                     Fee                 1999                N/A                  84%
88                                     Fee                 2002                N/A                  100%
89                                     Fee                 2002                N/A                  92%
90                                     Fee                 1969                N/A                  82%
91                                     Fee                 1999               2002                  91%
92                                     Fee                 2001                N/A                  100%
93                                     Fee                 1977               2002                  97%
94                                     Fee                 1976               2000                  100%
95                                     Fee                 1999                N/A                  100%
96                                     Fee                 1986               2001                  95%
97                                     Fee                 2003                N/A                  93%
98                                     Fee                 1971               2002                  90%
99                                     Fee                 2002                N/A                  96%
100                                    Fee                 1985               1995                  100%
101                                    Fee                 2002                N/A                  79%


102                                    Fee                 1972               2002                  100%
103                                    Fee                 1969               2003                  99%
104                                    Fee                 1929               2003                  87%


105                                    Fee                 1964               2002                  84%
106                                    Fee                 1910               1980                  100%
107                                    Fee                 2003                N/A                  100%
108                                    Fee                 1983                N/A                  96%
109                                    Fee                 1999                N/A                  96%
110                                    Fee                 1962                N/A                  91%
111                                    Fee                 2003                N/A                  100%
112                                    Fee                 1975               2002                  97%
113                                    Fee                 1963               1997                  96%
114                                    Fee                 1910               1988                  100%
115                                    Fee                 1962               1999                  98%
116                                    Fee                 2002                N/A                  100%
117                                    Fee                 1994                N/A                  91%
118                                    Fee                 2000                N/A                  100%
119                                    Fee                 1991                N/A                  100%
120                                 Leasehold              1983               1989                  100%
121                                    Fee                 1996                N/A                  100%
122                                    Fee                 1978               2002                  93%
123                                    Fee                 1972               2003                  84%
124                                    Fee                 2000                N/A                  100%
125                                    Fee                 1981                N/A                  100%
126                                    Fee                 1979               2001                  96%
127                                    Fee                 1957               2002                  100%
128                                    Fee                 1953               2002                  99%
129                                    Fee                 1974               2002                  96%
130                                    Fee                 1987               2002                  100%
131                                    Fee                 2001                N/A                  100%
132                                    Fee                 2002                N/A                  100%
133                                    Fee                 1991                N/A                  100%
134                                    Fee                 1975               1998                  87%
135                                    Fee                 1991                N/A                  100%
136                                    Fee                 1972               1985                  94%
137                                    Fee                 1984                N/A                  100%
138                                    Fee                 1978                N/A                  81%
139                                    Fee                 1970                N/A                  98%
140                                    Fee                 1960               2001                  88%
141                                    Fee                 1965               1980                  93%
142                                    Fee                 1979                N/A                  92%
143                                    Fee                 1979                N/A                  100%
144                                    Fee                 1927               1999                  95%
145                                    Fee                 1910               1998                  100%
146                                    Fee                 1870               2001                  94%
147                                    Fee                 1931               2001                  91%
148                                    Fee                 1985                N/A                  96%
149                                    Fee                 1970                N/A                  95%
150                                    Fee                 1962               2002                  98%
151                                    Fee                 2002                N/A                  100%
152                                    Fee                 1900               2000                  100%
153                                    Fee                 1968                N/A                  92%

Total/Weighted Average:


<CAPTION>
(i)

                                                                                                             Maturity/
                                     Date of                                       Cut-off                      ARD
                                   Occupancy               Appraised              Date LTV                    Date LTV
#                                     Rate                   Value              Ratio (1) (4)            Ratio (2) (3) (4)
---------------------------   --------------------   ---------------------   ------------------   ----   -----------------   -----
<S>                           <C>                    <C>                     <C>                  <C>    <C>                 <C>
1                                   8/31/2003             $171,500,000              66.4%         (15)         54.0%          (15)


2                                                         $330,000,000              60.1%         (16)         54.1%          (16)
2A                                  7/14/2003             $288,000,000
2B                                  7/14/2003             $42,000,000
3                                   6/30/2003             $335,000,000              49.3%         (17)         49.3%          (17)
4                                                         $68,650,000               74.1%                      59.2%
4A                                     N/A                $47,000,000
4B                                     N/A                $21,650,000
5                                   5/1/2003              $75,000,000               59.8%                      51.1%
6                                   10/1/2003             $52,900,000               80.0%                      67.8%
7                                   6/3/2003              $48,500,000               72.2%         (18)         68.7%          (18)
8                                   4/15/2003             $91,000,000               37.0%                      33.9%
9                                   8/13/2003             $41,700,000               68.3%                      58.3%
10                                  8/14/2003             $37,500,000               75.5%                      61.5%
11                                  3/31/2003             $41,000,000               64.7%                      26.0%
12                                  7/11/2003             $33,100,000               79.9%                      66.0%
13                                  4/1/2003              $32,000,000               71.6%                      59.9%

14                                  7/1/2003              $28,900,000               75.3%                      70.7%
15                                  9/30/2003             $31,200,000               68.3%                      68.3%
16                                  6/17/2003             $31,550,000               66.2%                      53.6%
17                                  9/18/2003             $23,100,000               78.5%                      67.6%
18                                  6/9/2003              $20,900,000               79.6%                      65.5%
19                                  7/31/2003             $21,940,000               74.9%                      63.5%
20                                  5/1/2003              $22,500,000               72.6%                      60.4%

21                                  6/30/2003             $22,000,000               72.6%                      56.3%
22                                  8/28/2003             $12,500,000               74.9%                      63.6%
23                                  8/1/2003               $8,000,000               71.5%                      60.6%
24                                     N/A                $20,300,000               73.8%                      58.6%
25                                  8/11/2003             $18,500,000               79.8%                      67.6%
26                                  7/14/2003             $19,000,000               76.4%                      61.9%
27                                  2/28/2003             $19,400,000               74.3%                      57.5%
28                                  4/22/2003             $15,500,000               74.9%                      64.0%

29                                  7/31/2003              $5,800,000               73.5%                      62.3%
30                                  8/31/2003              $5,000,000               73.5%                      62.3%
31                                  6/30/2003              $2,800,000               73.5%                      62.3%
32                                  6/30/2003              $1,900,000               73.5%                      62.3%
33                                  8/5/2003              $19,100,000               55.5%                      55.5%
34                                  7/31/2003             $14,000,000               74.5%                      62.6%
35                                  8/1/2003              $12,600,000               79.3%                      67.2%
36                                  9/15/2003             $12,330,000               79.8%                      67.5%
37                                  8/22/2003             $11,900,000               79.3%                      66.3%
38                                  9/1/2003              $12,750,000               72.6%                      61.1%
39                                  7/30/2003             $11,500,000               79.8%                      67.5%
40                                  9/3/2003              $11,550,000               79.2%                      61.3%
41                                  7/20/2003             $10,600,000               79.3%                      67.0%
42                                  7/28/2003             $11,500,000               70.6%                      59.9%
43                                     N/A                $11,400,000               65.3%                      52.1%
44                                  6/30/2003              $9,400,000               78.5%                      59.9%
45                                  8/1/2003               $9,800,000               71.1%                      60.4%
46                                  6/25/2003             $11,000,000               61.9%                       1.0%

47                                  8/19/2003              $8,400,000               79.3%                      67.0%
48                                  5/6/2003               $8,500,000               78.3%                      72.6%
49                                  5/1/2003               $9,350,000               70.5%                      60.2%
50                                  2/21/2003              $9,800,000               64.7%                      50.7%
51                                  6/1/2003               $7,800,000               79.6%                      61.8%
52                                  7/31/2003             $12,800,000               48.4%                      41.3%
53                                  8/1/2003               $8,300,000               71.9%                      60.7%
54                                  8/1/2003               $9,000,000               64.9%                      55.4%
55                                  6/30/2003              $7,350,000               79.1%                      67.4%
56                                  6/19/2003              $7,500,000               77.4%                      65.9%
57                                  7/1/2003               $7,800,000               74.1%                      63.3%
58                            6/2/2003 & 8/25/2003         $7,300,000               78.8%                      66.9%
59                                  8/28/2003              $7,035,000               81.6%                      63.0%
60                                  9/22/2003              $7,550,000               74.8%                      63.7%
61                                  4/30/2003              $7,000,000               79.0%                      62.3%
62                                                         $7,000,000               75.3%                      63.4%
62A                                 9/2/2003               $4,100,000
62B                                 9/2/2003               $2,900,000
63                                  6/1/2003               $7,000,000               73.9%                      61.1%

64                                  4/24/2003             $10,600,000               48.8%                      48.8%
65                                  7/31/2003              $6,410,000               79.7%                      62.9%
66                                  7/31/2003             $12,300,000               39.8%                      33.8%
67                                  5/20/2003              $7,000,000               69.8%                      60.0%
68                                  6/19/2003              $6,400,000               75.9%                      63.8%
69                                  5/20/2003              $6,350,000               72.4%                      62.1%
70                                  10/2/2003              $5,750,000               79.8%                      68.1%
71                                  10/1/2003              $6,100,000               72.0%                      62.3%
72                                  6/30/2003              $5,400,000               79.7%                      61.7%
73                                  5/31/2003              $5,400,000               79.3%                      66.3%
74                                  8/1/2003               $5,560,000               75.0%                      63.9%
75                                  8/27/2003              $5,750,000               70.9%                      64.1%
76                                  6/24/2003              $6,380,000               63.9%                      49.5%
77                                  6/30/2003              $5,000,000               79.5%                      66.8%
78                                  3/1/2003               $6,000,000               66.2%                      51.2%
79                                  6/27/2003              $5,100,000               77.1%                      65.8%
80                                  2/1/2003               $5,400,000               71.4%                      53.2%
81                                  9/1/2003               $5,450,000               69.1%                      53.7%
82                                  7/21/2003              $4,750,000               77.7%                      66.8%
83                                  4/1/2003               $4,850,000               75.9%                      63.9%
84                                  5/8/2003               $5,300,000               68.4%                      57.5%
85                                  6/30/2003              $4,200,000               79.9%                      67.1%
86                                  9/8/2003               $4,500,000               69.1%                      57.8%


87                                  6/4/2003               $4,000,000               77.1%                      59.6%
88                                  9/9/2003               $4,420,000               69.1%                      48.9%
89                                  9/3/2003               $3,710,000               79.0%                      65.9%
90                                  9/26/2003              $3,925,000               71.2%                      59.1%
91                                  8/30/2003              $3,850,000               72.4%                      57.4%
92                                  8/31/2003              $3,730,000               74.6%                      63.7%
93                                  3/1/2003               $4,300,000               64.5%                      51.1%
94                                  9/4/2003               $4,400,000               62.1%                      52.8%
95                                  7/31/2003              $3,437,000               77.6%                      65.3%
96                                  9/1/2003               $3,700,000               71.9%                      57.3%
97                                  7/31/2003              $4,100,000               64.2%                      53.7%
98                                  9/1/2003               $4,200,000               61.6%                      51.6%
99                                  5/31/2003              $3,310,000               76.0%                      63.9%
100                                 6/19/2003              $3,400,000               72.6%                      47.8%
101                                 6/12/2003              $3,400,000               72.0%                      60.4%


102                                 9/1/2003               $3,050,000               79.5%                      61.6%
103                                 7/1/2003               $3,025,000               79.0%                      71.5%
104                                 4/25/2003              $3,800,000               62.8%                      52.2%


105                                 8/31/2003              $3,090,000               76.6%                      64.6%
106                                 9/4/2003               $4,200,000               55.8%                      47.9%
107                                 6/20/2003              $3,600,000               63.4%                      49.5%
108                                 6/19/2003              $2,850,000               79.8%                      65.9%
109                                 8/31/2003              $3,730,000               60.6%                      40.5%
110                                 9/1/2003               $3,500,000               64.0%                      50.3%
111                                 3/29/2003              $3,550,000               59.5%                       0.8%
112                                 4/1/2003               $2,970,000               66.9%                      52.2%
113                                 8/1/2003               $2,600,000               75.2%                      58.9%
114                                 4/16/2003              $2,900,000               67.0%                      56.6%
115                                 4/10/2003              $2,500,000               77.7%                      65.7%
116                                 9/1/2003               $2,540,000               74.4%                      63.4%
117                                 9/4/2003               $2,845,000               62.6%                      42.0%
118                                 9/1/2003               $2,410,000               72.8%                      62.8%
119                                 8/31/2003              $2,270,000               74.4%                      63.6%
120                                 7/31/2003              $2,350,000               70.0%                      56.8%
121                                 5/7/2003               $2,275,000               72.0%                      49.4%
122                                 5/27/2003              $2,250,000               72.4%                       1.6%
123                                 10/1/2003              $2,050,000               72.7%                      57.2%
124                                 8/26/2003              $2,100,000               70.3%                      59.1%
125                                 9/10/2003              $2,300,000               62.9%                      53.7%
126                                 7/1/2003               $1,800,000               79.7%                      74.4%
127                                 7/1/2003               $1,800,000               77.4%                      72.0%
128                                 7/31/2003              $1,800,000               77.3%                      65.6%
129                                 9/18/2003              $1,750,000               76.7%                      64.0%
130                                 6/6/2003               $1,650,000               77.6%                      65.2%
131                                 7/24/2003              $1,800,000               71.1%                      59.0%
132                                 5/1/2003               $1,900,000               67.0%                      56.1%
133                                 9/10/2003              $2,040,000               61.1%                      52.4%
134                                 7/8/2003               $1,650,000               74.5%                      66.8%
135                                 8/31/2003              $1,610,000               74.1%                      63.3%
136                                 6/4/2003               $2,200,000               54.0%                      49.4%
137                                 6/11/2003              $1,650,000               70.9%                      59.8%
138                                 7/1/2003               $1,750,000               62.1%                      53.3%
139                                 5/1/2003               $1,350,000               79.6%                      67.9%
140                                 6/1/2003               $1,275,000               78.3%                      62.3%
141                                 9/10/2003              $2,160,000               46.2%                      38.8%
142                                 3/31/2003              $1,450,000               68.3%                      49.7%
143                                 5/1/2003               $1,300,000               70.5%                      55.9%
144                                 9/30/2003              $1,320,000               69.0%                      54.4%
145                                 9/11/2003              $1,390,000               64.5%                      54.3%
146                                 5/9/2003               $1,500,000               59.7%                      50.5%
147                                 8/1/2003               $1,230,000               72.8%                      57.2%
148                                 8/1/2003               $1,100,000               79.6%                      67.9%
149                                 9/24/2003               $950,000                79.0%                      52.5%
150                                 8/26/2003              $1,175,000               61.4%                      48.4%
151                                 8/1/2003                $980,000                64.7%                      47.1%
152                                 9/1/2003                $750,000                79.6%                      68.0%
153                                 5/19/2003              $1,100,000               53.2%                      43.1%

Total/Weighted Average:


<CAPTION>
(i)



                                   Most Recent             Most Recent              U/W                  U/W               U/W
#                                      NOI                     NCF                  NOI                NCF (5)           DSCR (6)
---------------------------   ---------------------   --------------------   -----------------   ------------------   -------------
<S>                           <C>                     <C>                    <C>                 <C>                  <C>
1                                  $13,254,419             $13,254,419          $14,265,306          $13,516,797          1.75x


2                                  $23,811,052             $23,503,721          $25,124,291          $24,443,593          2.38x
2A
2B
3                                  $21,576,675             $21,496,573          $19,013,028          $18,932,926          3.43x
4                                   $8,446,424             $7,687,264            $8,373,993          $7,303,120           1.71x
4A
4B
5                                   $6,566,761             $5,611,891            $7,885,987          $6,931,117           2.11x
6                                      N/A                     N/A               $4,364,213          $4,237,727           1.53x
7                                   $3,321,021             $3,155,521            $3,491,112          $3,325,612           1.52x
8                                   $5,822,478             $5,766,198            $5,027,064          $4,970,784           2.02x
9                                   $3,120,336             $3,100,973            $3,374,320          $3,202,894           1.53x
10                                  $2,595,619             $2,513,226            $3,014,478          $2,932,085           1.38x
11                                  $3,755,463             $3,480,183            $3,483,973          $3,208,693           1.32x
12                                  $2,163,617             $2,163,617            $2,396,912          $2,287,412           1.39x
13                                  $2,933,216             $2,702,289            $2,849,437          $2,618,510           1.69x

14                                  $2,502,407             $2,299,907            $2,440,481          $2,237,981           1.50x
15                                     N/A                     N/A               $2,171,876          $2,090,152           1.65x
16                                  $2,707,478             $2,599,478            $2,706,050          $2,598,050           2.06x
17                                     N/A                     N/A               $1,763,242          $1,728,642           1.27x
18                                  $1,393,168             $1,321,663            $1,516,118          $1,441,117           1.35x
19                                  $1,863,565             $1,825,859            $1,940,394          $1,711,064           1.45x
20                                  $2,272,563             $2,072,249            $2,028,128          $1,827,814           1.68x

21                                  $2,051,874             $1,505,816            $1,718,306          $1,559,668           1.26x
22                                   $924,175               $823,805             $1,166,659          $1,002,985           1.49x
23                                   $713,687               $713,687              $604,310            $530,110            1.30x
24                                  $2,248,619             $2,248,619            $2,157,221          $1,922,832           1.55x
25                                  $1,471,780             $1,350,116            $1,485,672          $1,386,876           1.32x
26                                  $1,401,480             $1,332,480            $1,390,783          $1,321,783           1.51x
27                                  $1,396,660             $1,230,345            $1,717,825          $1,551,510           1.42x
28                                  $1,579,743             $1,579,743            $1,440,439          $1,247,386           1.46x

29                                   $518,848               $509,048              $463,936            $454,136            1.52x
30                                   $465,935               $452,785              $407,710            $394,560            1.52x
31                                   $273,384               $266,984              $229,942            $223,542            1.52x
32                                   $173,781               $168,731              $151,999            $146,949            1.52x
33                                     N/A                     N/A               $1,482,130          $1,367,437           2.63x
34                                  $1,313,303             $1,247,275            $1,123,918          $1,057,890           1.49x
35                                  $1,133,250             $1,118,218            $1,106,778          $1,020,566           1.43x
36                                   $456,762               $456,762             $1,055,172          $1,055,172           1.52x
37                                  $1,115,153             $1,067,511            $1,059,527          $1,011,885           1.60x
38                                  $1,196,526             $1,110,526            $1,129,770          $1,043,770           1.63x
39                                   $940,115               $830,538              $945,271            $871,271            1.34x
40                                   $921,674               $883,674              $894,919            $856,919            1.23x
41                                   $889,294               $823,294              $896,794            $830,794            1.43x
42                                   $842,653               $792,653              $825,919            $775,919            1.34x
43                                  $1,435,153             $1,435,153            $1,218,479          $1,218,479           1.95x
44                                   $837,833               $740,414              $846,742            $749,323            1.38x
45                                   $902,025               $823,998              $836,214            $758,187            1.53x
46                                     N/A                     N/A               $1,067,319           $927,212            1.28x

47                                   $676,837               $613,837              $708,329            $645,329            1.40x
48                                   $639,739               $605,239              $703,281            $668,781            1.57x
49                                   $686,601               $686,601              $677,655            $638,600            1.32x
50                                   $898,634               $758,880              $817,611            $677,857            1.36x
51                                   $815,543               $786,793              $696,810            $668,060            1.40x
52                                  $1,173,118             $1,164,249            $1,113,268          $1,008,155           2.21x
53                                   $991,683               $914,065              $779,288            $701,670            1.69x
54                                   $638,503               $602,003              $675,284            $634,302            1.48x
55                                   $569,925               $523,925              $614,417            $568,417            1.36x
56                                   $739,089               $683,989              $651,470            $575,486            1.37x
57                                   $604,416               $574,416              $579,341            $549,341            1.30x
58                                   $645,492               $619,742              $657,718            $631,968            1.63x
59                                   $529,153               $506,886              $520,171            $497,079            1.23x
60                                   $695,307               $623,810              $655,800            $584,303            1.55x
61                                   $624,255               $624,255              $615,129            $577,369            1.29x
62                                   $694,531               $645,614              $647,658            $598,741            1.65x
62A
62B
63                                   $559,275               $480,336              $547,969            $469,030            1.40x

64                                   $952,372               $836,047              $888,809            $772,484            3.48x
65                                   $557,795               $557,795              $569,901            $517,351            1.25x
66                                   $956,948               $956,162              $905,310            $888,910            2.53x
67                                   $678,966               $674,934              $612,811            $578,298            1.58x
68                                   $655,847               $617,847              $609,137            $571,137            1.70x
69                                   $488,577               $435,827              $493,815            $441,065            1.32x
70                                   $584,572               $542,572              $582,478            $540,478            1.61x
71                                   $589,404               $526,014              $587,862            $524,472            1.55x
72                                     N/A                     N/A                $451,068            $436,613            1.32x
73                                   $370,588               $349,774              $449,295            $428,481            1.48x
74                                   $432,345               $416,443              $417,542            $396,651            1.30x
75                                   $510,218               $468,818              $532,306            $490,906            1.52x
76                                   $454,874               $407,839              $605,031            $557,996            1.79x
77                                   $423,530               $398,530              $416,796            $391,796            1.44x
78                                   $540,856               $502,014              $457,172            $418,330            1.39x
79                                   $498,833               $498,833              $452,174            $401,281            1.39x
80                                   $506,637               $414,395              $487,813            $395,571            1.25x
81                                   $542,834               $501,954              $525,792            $484,912            1.67x
82                                   $359,130               $359,130              $357,630            $355,008            1.28x
83                                   $423,583               $367,790              $450,804            $395,011            1.55x
84                                   $321,609               $266,051              $467,020            $411,462            1.66x
85                                   $367,688               $320,672              $369,442            $342,442            1.47x
86                                     N/A                     N/A                $364,130            $343,789            1.63x


87                                   $338,960               $338,960              $334,625            $334,625            1.42x
88                                   $356,923               $343,399              $335,683            $322,159            1.32x
89                                     N/A                     N/A                $313,817            $301,817            1.54x
90                                   $370,235               $370,235              $356,216            $304,346            1.64x
91                                   $319,849               $290,720              $328,154            $299,025            1.32x
92                                     N/A                     N/A                $336,108            $306,080            1.52x
93                                   $384,846               $349,346              $347,081            $311,581            1.39x
94                                   $312,600               $278,559              $369,075            $335,034            1.72x
95                                   $335,542               $326,000              $294,130            $284,588            1.56x
96                                   $347,821               $315,532              $338,908            $306,619            1.30x
97                                     N/A                     N/A                $361,567            $341,265            1.92x
98                                   $344,270               $313,270              $353,462            $322,462            1.84x
99                                   $346,938               $306,944              $304,078            $264,084            1.53x
100                                  $318,621               $290,570              $303,208            $275,157            1.30x
101                                    N/A                     N/A                $275,858            $261,664            1.57x


102                                  $244,460               $232,460              $268,473            $256,473            1.38x
103                                  $310,732               $277,232              $281,997            $248,497            1.36x
104                                  $225,987               $199,587              $251,486            $225,086            1.43x


105                                  $254,372               $232,372              $255,577            $233,577            1.42x
106                                  $233,792               $228,042              $238,083            $232,333            1.33x
107                                    N/A                     N/A                $262,241            $254,465            1.43x
108                                  $265,057               $265,057              $269,628            $238,428            1.61x
109                                  $478,773               $470,519              $361,833            $353,579            1.79x
110                                  $293,746               $256,588              $313,790            $276,632            1.54x
111                                    N/A                     N/A                $317,542            $304,493            1.42x
112                                  $316,474               $288,953              $236,194            $208,673            1.35x
113                                  $272,517               $254,517              $253,398            $235,398            1.54x
114                                  $191,097               $186,097              $189,988            $184,988            1.35x
115                                  $278,494               $263,994              $227,104            $212,604            1.57x
116                                  $233,132               $219,416              $223,970            $210,254            1.54x
117                                  $227,252               $207,738              $267,387            $247,873            1.56x
118                                  $266,218               $242,260              $206,999            $183,041            1.37x
119                                  $212,021               $186,328              $203,495            $177,802            1.45x
120                                  $258,431               $227,869              $247,004            $216,442            1.50x
121                                  $231,914               $213,654              $224,085            $205,825            1.34x
122                                  $246,539               $229,039              $223,991            $206,491            1.49x
123                                  $187,224               $181,218              $198,101            $192,095            1.49x
124                                  $198,252               $186,691              $164,932            $153,371            1.50x
125                                  $198,380               $185,831              $191,838            $179,289            1.69x
126                                  $171,559               $157,309              $172,741            $158,491            1.60x
127                                  $168,443               $163,943              $145,067            $140,567            1.52x
128                                  $187,569               $183,819              $144,419            $140,669            1.43x
129                                  $194,547               $180,547              $188,901            $174,901            1.96x
130                                  $144,697               $127,232              $137,622            $120,157            1.37x
131                                  $144,397               $135,982              $149,239            $140,824            1.67x
132                                    N/A                     N/A                $155,383            $146,936            1.70x
133                                  $213,725               $195,458              $174,279            $156,012            1.68x
134                                  $142,855               $138,555              $142,524            $138,224            1.58x
135                                  $147,680               $127,431              $142,425            $122,176            1.41x
136                                  $144,287               $130,787              $173,622            $160,122            1.56x
137                                  $167,177               $142,930              $140,760            $116,513            1.43x
138                                  $137,857               $126,216              $121,539            $109,898            1.37x
139                                  $119,235               $114,535              $121,517            $116,817            1.58x
140                                  $99,743                 $93,743              $107,798            $101,798            1.24x
141                                  $159,131               $149,511              $148,999            $139,379            2.02x
142                                  $148,659               $125,074              $150,121            $126,536            1.57x
143                                  $127,517               $121,766              $102,760             $97,009            1.29x
144                                  $97,742                 $82,492              $130,599            $115,349            1.57x
145                                  $114,790               $110,790              $107,202            $103,202            1.66x
146                                  $104,553               $100,303              $115,799            $111,549            1.77x
147                                  $101,235                $87,735              $152,802            $139,302            1.95x
148                                  $133,228               $126,228              $105,075             $98,075            1.55x
149                                  $48,075                 $39,075              $107,527             $98,527            1.51x
150                                  $129,120               $117,120              $113,096            $101,096            1.74x
151                                  $89,008                 $89,008              $88,553              $80,553            1.42x
152                                  $94,590                 $91,090              $73,058              $69,558            1.60x
153                                  $97,801                 $87,269              $85,552              $75,020            1.47x

Total/Weighted Average:


<CAPTION>
(i)

                                                                  Contractual
                                             Engineering           Recurring              LC & TI             Contractual
                                             Reserve at           Replacement            Reserve at            Recurring
#                                            Origination          Reserve/FF&E          Origination              LC&TI
---------------------------   --------   ------------------   -------------------   --------------------   -----------------
<S>                           <C>        <C>                  <C>                   <C>                    <C>
1                               (15)                    N/A                   N/A                   N/A                  N/A


2                               (16)                    N/A                   N/A                   N/A                  N/A
2A
2B
3                               (17)                    N/A                   N/A                   N/A                  N/A
4                                                    $15,475                    4%                  N/A                  N/A
4A
4B
5                                                       N/A               $136,781                  N/A                  N/A
6                                                       N/A                $32,856              $150,000             $120,000
7                               (18)                $186,875              $132,400                  N/A                  N/A
8                                                       N/A                $36,228                  N/A                  N/A
9                                                       N/A                $25,116                  N/A              $250,008
10                                                   $11,187               $26,481              $225,000             $115,504
11                                                      N/A                   N/A                   N/A                  N/A
12                                                  $400,000              $109,500                  N/A                  N/A
13                                                    $7,238               $45,628              $112,500                 N/A

14                                                $1,000,000              $202,500                  N/A                  N/A
15                                                      N/A                   N/A                   N/A                  N/A
16                                                      N/A                $86,400                  N/A                  N/A
17                                                      N/A                $43,250                  N/A                  N/A
18                                                  $300,000               $75,000                  N/A                  N/A
19                                                      N/A                $29,880                  N/A              $125,004
20                                                      N/A                $25,563                  N/A               $85,209

21                                                      N/A                $33,390                  N/A              $120,000
22                                                      N/A                $17,336                  N/A              $150,000
23                                                   $67,588                $8,578                  N/A               $50,000
24                                                      N/A               $163,500                  N/A                  N/A
25                                                  $300,000               $95,508                  N/A                  N/A
26                                                      N/A                $55,200                  N/A                  N/A
27                                                   $10,938                  N/A                   N/A              $125,000
28                                                      N/A                $25,320                  N/A              $100,008

29                                                      N/A                   N/A                   N/A                  N/A
30                                                      N/A                   N/A                   N/A                  N/A
31                                                      N/A                   N/A                   N/A                  N/A
32                                                      N/A                   N/A                   N/A                  N/A
33                                                      N/A                   N/A                   N/A                  N/A
34                                                    $6,875                $6,214                  N/A                  N/A
35                                                  $348,340               $30,270               $50,000              $36,000
36                                                      N/A                $31,800                  N/A                  N/A
37                                                   $38,800               $14,860                  N/A               $20,000
38                                                  $115,536               $86,000                  N/A                  N/A
39                                                  $163,500               $74,000                  N/A                  N/A
40                                                      N/A                $30,400                  N/A                  N/A
41                                                  $126,188               $66,000                  N/A                  N/A
42                                                    $6,500               $50,000                  N/A                  N/A
43                                                      N/A                     4%                  N/A                  N/A
44                                                   $28,162                  N/A                   N/A               $35,004
45                                                   $10,423                $9,408                  N/A              $129,444
46                                                      N/A                   N/A                   N/A                  N/A

47                                                   $15,900               $63,000                  N/A                  N/A
48                                                    $4,469               $34,500                  N/A                  N/A
49                                                      N/A                 $5,504                  N/A               $24,000
50                                                      N/A                $31,476                  N/A               $60,000
51                                                   $12,750               $28,750                  N/A                  N/A
52                                                      N/A                $15,843                  N/A               $50,000
53                                                      N/A                $12,882                  N/A               $36,000
54                                                      N/A                 $6,376                  N/A               $35,000
55                                                  $184,010               $46,000                  N/A                  N/A
56                                                      N/A                $15,554                  N/A               $60,000
57                                                    $7,500               $24,000                  N/A                  N/A
58                                                   $14,375                  N/A                   N/A                  N/A
59                                                   $17,250               $10,500                  N/A                  N/A
60                                                   $27,950               $17,328              $107,268                 N/A
61                                                      N/A                 $8,484                  N/A               $20,004
62                                                   $10,625                $6,840                  N/A               $33,600
62A
62B
63                                                    $2,500                  N/A                $50,000              $24,000

64                                                      N/A                   N/A                   N/A                  N/A
65                                                  $210,200               $21,989                  N/A                  N/A
66                                                      N/A                $24,600                  N/A                  N/A
67                                                    $5,000                $6,220                  N/A               $12,000
68                                                   $59,052               $38,000                  N/A                  N/A
69                                                   $30,125               $52,750                  N/A                  N/A
70                                                    $5,262               $42,000                  N/A                  N/A
71                                                   $44,125                $9,671               $25,000              $35,170
72                                                      N/A                   N/A                   N/A               $12,000
73                                                      N/A                   N/A                $45,000              $15,000
74                                                   $16,625                $8,688              $500,000              $20,004
75                                                      N/A                $56,994                  N/A                  N/A
76                                                      N/A                   N/A                   N/A               $25,000
77                                                   $47,375                  N/A                   N/A                  N/A
78                                                      N/A                 $3,456                  N/A               $24,996
79                                                      N/A                 $5,985                  N/A               $25,000
80                                                      N/A                $14,112                  N/A               $60,000
81                                                    $2,500                  N/A               $105,000                 N/A
82                                                      N/A                 $2,622                  N/A                  N/A
83                                                    $2,688                $5,834               $50,000              $43,194
84                                                      N/A                   N/A                $50,000              $48,000
85                                                   $17,500               $27,000                  N/A                  N/A
86                                                      N/A                   N/A                   N/A               $17,043


87                                                      N/A                $10,044                  N/A                  N/A
88                                                      N/A                   N/A                   N/A                  N/A
89                                                      N/A                $15,000                  N/A                  N/A
90                                                   $51,870               $51,876                  N/A                  N/A
91                                                      $625                  N/A                $20,000               $2,607
92                                                      N/A                   N/A                   N/A               $37,044
93                                                   $13,906               $35,500                  N/A                  N/A
94                                                    $5,062                $5,065                  N/A               $37,989
95                                                      N/A                   N/A                   N/A                  N/A
96                                                  $134,875                  N/A                   N/A                  N/A
97                                                      N/A                   N/A                $20,840                 N/A
98                                                   $10,000                  N/A                   N/A                  N/A
99                                                      N/A                   N/A                   N/A               $20,040
100                                                     N/A                   N/A                   N/A               $20,004
101                                                     N/A                   N/A                   N/A               $14,162


102                                                  $31,530               $12,000                  N/A                  N/A
103                                                   $8,250               $33,500                  N/A                  N/A
104                                                 $217,800               $26,400                  N/A                  N/A


105                                                  $24,375               $22,000                  N/A                  N/A
106                                                  $13,812                $5,250                  N/A                  N/A
107                                                     N/A                   N/A                   N/A                  N/A
108                                                  $31,200               $31,200                  N/A                  N/A
109                                                     N/A                 $8,254                  N/A                  N/A
110                                                   $5,000                  N/A                $45,000                 N/A
111                                                     N/A                   N/A                   N/A                  N/A
112                                                     N/A                   N/A                $77,316                 N/A
113                                                  $52,375               $18,000                  N/A                  N/A
114                                                  $56,250                $5,000                  N/A                  N/A
115                                                  $27,187               $14,500                  N/A                  N/A
116                                                     N/A                   N/A                $20,000              $18,571
117                                                   $2,500                  N/A                   N/A                  N/A
118                                                   $3,250                  N/A                   N/A               $45,290
119                                                   $5,562                  N/A                $50,000              $24,000
120                                                  $51,000                  N/A                   N/A                  N/A
121                                                   $2,303                  N/A                $40,000                 N/A
122                                                   $2,500               $17,500                  N/A                  N/A
123                                                  $56,625                $6,006                  N/A                  N/A
124                                                   $2,812                  N/A                   N/A                  N/A
125                                                     $937                  N/A                $30,000                 N/A
126                                                     N/A                $14,250                  N/A                  N/A
127                                                   $4,500                  N/A                   N/A                  N/A
128                                                   $2,750                $3,750                  N/A                  N/A
129                                                   $2,625               $14,000                  N/A                  N/A
130                                                   $6,250                $1,941                  N/A               $15,000
131                                                     N/A                   N/A                   N/A                $5,000
132                                                     N/A                   N/A                   N/A                $7,135
133                                                  $14,456                  N/A                   N/A                  N/A
134                                                  $17,500                $4,300                  N/A                  N/A
135                                                   $4,250                  N/A                $30,000              $36,000
136                                                  $13,875               $13,250                  N/A                  N/A
137                                                   $4,487                  N/A                $75,000              $16,164
138                                                     N/A                   N/A                $40,000              $20,000
139                                                     N/A                   N/A                   N/A                  N/A
140                                                  $12,438                $6,000                  N/A                  N/A
141                                                     $625                  N/A                   N/A                  N/A
142                                                   $2,300                $3,369                  N/A               $17,966
143                                                   $3,500                  N/A                $10,000               $7,103
144                                                   $6,875               $15,250                  N/A                  N/A
145                                                  $50,000                $4,000                  N/A                  N/A
146                                                   $2,500                $4,250                  N/A                  N/A
147                                                  $81,813               $13,500                  N/A                  N/A
148                                                     N/A                 $7,000                  N/A                  N/A
149                                                  $27,250                $9,000                  N/A                  N/A
150                                                 $143,580               $12,000                  N/A                  N/A
151                                                     N/A                 $8,237                  N/A                  N/A
152                                                   $4,375                $3,500                  N/A                  N/A
153                                                  $11,325                  N/A                   N/A                  N/A

Total/Weighted Average:


<CAPTION>
(i)                                                                                                                    (ix)

                                      U/W
                                   Recurring                             Tax &               Initial                    Orig
                                  Replacement            U/W           Insurance           Interest Only               Amort.
#                                 Reserve/FF&E         TI & LC          Escrows                Term                     Term
---------------------------   -------------------   -------------   ---------------   ----------------------   --------------------
<S>                           <C>                   <C>             <C>               <C>                      <C>
1                                        $214,220        $534,289        Tax                    0                      360


2                                        $255,497        $425,201        None                   0                      360
2A
2B
3                                         $80,102            N/A         None                  60                 Interest Only
4                                              4%            N/A         Both                   0                      300
4A
4B
5                                        $136,785        $818,085        None                   0                      360
6                                         $32,777         $93,709        Tax                   12                      360
7                                        $165,500            N/A         Both                  23                      360
8                                         $56,280            N/A         Tax                    9                      395
9                                         $24,420        $147,006        Both                   0                      360
10                                        $26,660         $55,733        Both                   0                      324
11                                        $30,955        $244,325        Both                   0                      300
12                                       $109,500            N/A         Both                   6                      360
13                                        $38,784        $192,143        Both                   0                      360

14                                       $202,500            N/A         Both                   0                      360
15                                         $5,614         $76,110        Both                  60                 Interest Only
16                                       $108,000            N/A         Both                   0                      360
17                                        $34,600            N/A         Both                   0                      360
18                                        $75,000            N/A         Both                   0                      360
19                                        $30,240        $199,086        Both                   0                      360
20                                        $25,563        $174,751        Both                   0                      360

21                                        $33,390        $125,248        Tax                    0                      300
22                                        $17,447        $146,226        Both                   0                      360
23                                         $8,578         $65,620        Both                   0                      360
24                                             4%            N/A         Both                   0                      300
25                                        $98,796            N/A         Both                   0                      360
26                                        $69,000            N/A         Both                   0                      360
27                                        $19,647        $146,668        Both                   0                      300
28                                        $25,314        $167,739        Both                   0                      360

29                                         $9,800            N/A         Both                   0                      360
30                                        $13,150            N/A         Both                   0                      360
31                                         $6,400            N/A         Both                   0                      360
32                                         $5,050            N/A         Both                   0                      360
33                                        $23,799         $90,894        None                  84                 Interest Only
34                                         $6,214         $59,814        Both                   0                      360
35                                        $30,270         $55,942        Both                   0                      360
36                                        $31,800            N/A         Both                   0                      360
37                                        $15,686         $31,956        Both                   0                      360
38                                        $86,000            N/A         Both                   0                      360
39                                        $74,000            N/A         Both                   0                      360
40                                        $38,000            N/A         Both                   0                      300
41                                        $66,000            N/A         Both                   0                      360
42                                        $50,000            N/A         Both                   0                      360
43                                             4%            N/A         Both                   0                      300
44                                        $16,140         $81,279        Both                   0                      300
45                                         $9,412         $68,615        Both                   0                      360
46                                        $36,705        $103,402        None                   0                      180

47                                        $63,000            N/A         Both                   0                      360
48                                        $34,500            N/A         Both                   0                      360
49                                         $5,504         $33,551        Both                   0                      360
50                                        $32,312        $107,442        Tax                    0                      300
51                                        $28,750            N/A         Both                   0                      300
52                                        $24,718         $80,395        Both                   0                      360
53                                        $12,882         $64,736        Both                   0                      360
54                                         $7,226         $33,756        Both                   0                      360
55                                        $46,000            N/A         Both                   0                      360
56                                        $15,555         $60,430        Both                   0                      360
57                                        $30,000            N/A         Both                   0                      360
58                                        $25,750            N/A         Both                  24                      336
59                                        $10,500         $12,592        Tax                    0                      312
60                                        $18,084         $53,413        Both                  12                      360
61                                         $8,476         $29,284        Both                   0                      300
62                                         $9,114         $39,803        Both                   0                      360
62A
62B
63                                        $23,434         $55,505        Both                   0                      360

64                                        $17,809         $98,516        None                  84                 Interest Only
65                                        $52,550            N/A         Both                   0                      300
66                                        $16,400            N/A         Both                   0                      360
67                                         $9,015         $25,498        Both                   0                      360
68                                        $38,000            N/A         Both                   0                      360
69                                        $52,750            N/A         Both                   0                      360
70                                        $42,000            N/A         Both                   0                      360
71                                         $9,671         $53,719        Both                   0                      360
72                                         $7,831          $6,624        Both                   0                      300
73                                         $8,495         $12,319        Both                   0                      360
74                                         $3,465         $17,426        Both                   0                      360
75                                        $41,400            N/A         Both                   0                      351
76                                         $5,469         $41,566        Tax                    0                      300
77                                        $25,000            N/A         Both                   0                      360
78                                         $8,647         $30,195        Both                   0                      300
79                                         $7,980         $42,912        Both                   0                      360
80                                        $14,112         $78,130        Tax                    0                      276
81                                        $14,990         $25,890        Both                   0                      300
82                                         $2,622            N/A         Both                   0                      360
83                                         $6,792         $49,001        Both                   0                      360
84                                        $19,080         $36,478        Both                   0                      360
85                                        $27,000            N/A         Both                   0                      360
86                                         $2,703         $17,638        Both                   0                      360


87                                        $10,028            N/A         Both                   0                      300
88                                         $1,764         $11,760     Insurance                 0                      264
89                                        $12,000            N/A         Both                   0                      360
90                                        $51,870            N/A         Both                   0                      360
91                                         $3,746         $25,383        Both                   0                      300
92                                         $6,006         $24,022        Both                   0                      360
93                                        $35,500            N/A         Both                   0                      300
94                                         $5,190         $28,851        Both                   0                      360
95                                         $5,894          $3,648        Both                   0                      360
96                                         $7,940         $24,349        Both                   0                      240
97                                         $2,733         $17,569        Both                   0                      360
98                                        $31,000            N/A         Both                   0                      360
99                                         $3,005         $36,989        Both                   0                      360
100                                        $8,051         $20,000        Both                   0                      240
101                                        $2,124         $12,070        Both                   0                      360


102                                       $12,000            N/A         Both                   0                      300
103                                       $33,500            N/A         Both                   0                      300
104                                       $26,400            N/A         Both                   0                      360


105                                       $22,000            N/A         Both                   0                      360
106                                        $5,750            N/A         Both                   0                      360
107                                          $976          $6,800        Both                   0                      300
108                                       $31,200            N/A         Both                   0                      360
109                                        $8,254            N/A         Both                   0                      240
110                                        $7,698         $29,460        Both                   0                      300
111                                        $1,702         $11,347        Both                   0                      180
112                                        $8,429         $19,092        Both                   0                      300
113                                       $18,000            N/A         Both                   0                      300
114                                        $5,000            N/A         Both                   0                      360
115                                       $14,500            N/A         Both                   0                      360
116                                        $1,711         $12,005        Both                   0                      360
117                                       $19,514            N/A         Both                   0                      240
118                                        $3,119         $20,839        Both                   0                      360
119                                        $4,804         $20,889        Both                   0                      360
120                                        $6,705         $23,857        Both                   0                      300
121                                        $2,100         $16,160        Both                   0                      240
122                                       $17,500            N/A         Both                   0                      240
123                                        $6,006            N/A         Both                   0                      240
124                                        $1,508         $10,053        Both                   0                      360
125                                        $1,637         $10,912        Both                   0                      360
126                                       $14,250            N/A         Both                   0                      360
127                                        $4,500            N/A         Both                   0                      360
128                                        $3,750            N/A         Both                   0                      360
129                                       $14,000            N/A         Both                   0                      360
130                                        $2,204         $15,261        Both                   0                      360
131                                        $1,560          $6,855        Both                   0                      360
132                                        $1,070          $7,377        Both                   0                      360
133                                        $6,607         $11,660        Both                   0                      360
134                                        $4,300            N/A         Both                   0                      300
135                                        $3,375         $16,874        Both                   0                      360
136                                       $13,500            N/A         Both                   0                      348
137                                        $8,082         $16,165        Both                   0                      360
138                                        $2,190          $9,451        Both                   0                      360
139                                        $4,700            N/A         Both                  24                      336
140                                        $6,000            N/A         Both                   0                      300
141                                        $2,519          $7,101        Both                   0                      360
142                                        $4,491         $19,094        Both                   0                      270
143                                        $1,890          $3,861        Both                   0                      300
144                                       $15,250            N/A         Both                   0                      300
145                                        $4,000            N/A         Both                   0                      360
146                                        $4,250            N/A         Both                   0                      360
147                                       $13,500            N/A         Both                   0                      300
148                                        $7,000            N/A         Both                   0                      360
149                                        $9,000            N/A         Both                   0                      240
150                                       $12,000            N/A         Both                   0                      300
151                                        $8,000            N/A         Both                   0                      360
152                                        $3,500            N/A         Both                   0                      360
153                                        $2,490          $8,042        Both                   0                      300

Total/Weighted Average:


<CAPTION>
(i)                                   (ix)                                          (viii)                 (iv)


                                       Rem.                  Orig                     Rem.
                                      Amort.                Term to                 Term to               Interest
#                                    Term (1)            Maturity (2)           Maturity (1) (2)            Rate
---------------------------   ---------------------   ------------------   -------------------------   -------------   --------
<S>                           <C>                     <C>                  <C>                         <C>             <C>
1                                     359                   132                      131                  5.450%


2                                     355                    60                      55                   3.108%
2A
2B
3                                Interest Only               60                      57                   3.300%
4                                     298                   120                      118                  6.880%
4A
4B
5                                     357                   120                      117                  6.150%
6                                     360                   120                      115                  5.150%
7                                     360                    60                      56                   4.720%
8                                     359                   117                      72                   6.125%
9                                     359                   120                      119                  6.200%
10                                    315                   120                      111                  5.950%
11                                    277                   180                      157                  7.600%        (19)
12                                    360                   120                      117                  4.690%
13                                    356                   120                      116                  5.400%

14                                    350                    60                      50                   5.460%
15                               Interest Only               60                      54                   5.870%
16                                    356                   120                      116                  4.400%
17                                    355                   120                      115                  6.390%
18                                    357                   120                      117                  4.930%
19                                    359                   120                      119                  5.940%
20                                    356                   120                      116                  5.250%

21                                    299                   120                      119                  6.010%
22                                    359                   120                      119                  6.000%
23                                    359                   120                      119                  5.930%
24                                    299                   120                      119                  6.730%
25                                    358                   120                      118                  5.850%
26                                    356                   120                      116                  4.400%
27                                    294                   120                      114                  5.700%
28                                    358                   120                      118                  6.200%

29                                    353                   120                      113                  5.760%
30                                    354                   120                      114                  5.700%
31                                    354                   120                      114                  5.700%
32                                    354                   120                      114                  5.700%
33                               Interest Only               84                      80                   4.910%
34                                    354                   120                      114                  5.450%
35                                    359                   120                      119                  5.930%
36                                    358                   120                      118                  5.810%
37                                    354                   120                      114                  5.300%
38                                    356                   120                      116                  5.600%
39                                    358                   120                      118                  5.840%
40                                    296                   120                      116                  5.790%
41                                    351                   120                      111                  5.550%
42                                    356                   120                      116                  5.860%
43                                    299                   120                      119                  6.870%
44                                    296                   120                      116                  5.400%
45                                    355                   120                      115                  5.870%
46                                    172                   180                      172                  6.330%

47                                    351                   120                      111                  5.550%
48                                    354                    60                      54                   4.900%
49                                    359                   120                      119                  6.170%
50                                    293                   120                      113                  6.080%
51                                    296                   120                      116                  5.900%
52                                    359                   120                      119                  6.190%
53                                    354                   120                      114                  5.650%
54                                    359                   120                      119                  6.170%
55                                    353                   120                      113                  5.930%
56                                    359                   120                      119                  6.080%
57                                    356                   120                      116                  6.140%
58                                    336                   120                      116                  5.150%
59                                    310                   120                      118                  5.170%
60                                    360                   120                      115                  5.300%
61                                    298                   120                      118                  6.480%
62                                    354                   120                      114                  5.560%
62A
62B
63                                    356                   120                      116                  5.000%

64                               Interest Only               84                      80                   4.290%
65                                    297                   120                      117                  6.440%
66                                    360                   120                      120                  5.960%
67                                    357                   120                      117                  6.370%
68                                    356                   120                      116                  5.600%
69                                    348                   120                      108                  5.990%
70                                    357                   120                      117                  6.140%
71                                    357                   120                      117                  6.630%
72                                    297                   120                      117                  5.890%
73                                    356                   120                      116                  5.400%
74                                    360                   120                      120                  6.170%
75                                    290                   120                      59                   6.140%
76                                    296                   120                      116                  5.830%
77                                    354                   120                      114                  5.460%
78                                    295                   120                      115                  5.740%
79                                    358                   120                      118                  6.140%
80                                    269                   120                      113                  6.080%
81                                    294                   120                      114                  5.850%
82                                    357                   120                      117                  6.390%
83                                    355                   120                      115                  5.600%
84                                    354                   120                      114                  5.450%
85                                    359                   120                      119                  5.650%
86                                    355                   120                      115                  5.400%


87                                    296                   120                      116                  5.800%
88                                    258                   120                      114                  5.550%
89                                    354                   120                      114                  5.250%
90                                    358                   120                      118                  5.250%
91                                    292                   120                      112                  6.410%
92                                    353                   120                      113                  6.020%
93                                    293                   120                      113                  6.380%
94                                    354                   120                      114                  5.850%
95                                    354                   120                      114                  5.500%
96                                    233                    84                      77                   6.200%
97                                    354                   120                      114                  5.350%
98                                    355                   120                      115                  5.400%
99                                    355                   120                      115                  5.500%
100                                   234                   120                      114                  5.800%
101                                   355                   120                      115                  5.450%


102                                   296                   120                      116                  5.820%
103                                   297                    60                      57                   5.820%
104                                   355                   120                      115                  5.150%


105                                   355                   120                      115                  5.600%
106                                   357                   120                      117                  6.310%
107                                   294                   120                      114                  6.000%
108                                   358                   120                      118                  5.050%
109                                   232                   120                      112                  6.010%
110                                   297                   120                      117                  6.330%
111                                   175                   180                      175                  5.760%
112                                   295                   120                      115                  6.020%
113                                   293                   120                      113                  6.030%
114                                   356                   120                      116                  5.750%
115                                   353                   120                      113                  5.660%
116                                   354                   120                      114                  5.970%
117                                   235                   120                      115                  6.320%
118                                   356                   120                      116                  6.500%
119                                   353                   120                      113                  6.020%
120                                   297                   120                      117                  7.340%
121                                   236                   120                      116                  7.010%
122                                   234                   240                      234                  5.700%
123                                   237                    84                      81                   6.000%
124                                   357                   120                      117                  5.610%
125                                   357                   120                      117                  6.170%
126                                   356                    60                      56                   5.560%
127                                   355                    60                      55                   5.200%
128                                   354                   120                      114                  5.800%
129                                   355                   120                      115                  5.250%
130                                   355                   120                      115                  5.520%
131                                   356                   120                      116                  5.180%
132                                   355                   120                      115                  5.400%
133                                   356                   120                      116                  6.310%
134                                   296                    60                      56                   5.050%
135                                   353                   120                      113                  6.020%
136                                   287                   120                      59                   7.100%
137                                   355                   120                      115                  5.650%
138                                   352                   120                      112                  6.160%
139                                   336                   120                      115                  5.300%
140                                   292                   120                      112                  6.510%
141                                   357                   120                      117                  5.610%
142                                   264                   120                      114                  5.900%
143                                   297                   120                      117                  6.590%
144                                   296                   120                      116                  6.420%
145                                   356                   120                      116                  5.650%
146                                   355                   120                      115                  5.750%
147                                   296                   120                      116                  6.290%
148                                   355                   120                      115                  6.000%
149                                   234                   120                      114                  6.000%
150                                   296                   120                      116                  6.410%
151                                   358                   216                      214                  8.120%
152                                   354                   120                      114                  6.090%
153                                   297                   120                      117                  7.290%

Total/Weighted Average:


<CAPTION>
(i)                                     (xii)                    (x)                                                    (viii)


                                                                                           First           Loan
                                 Interest Calculation          Monthly                    Payment        Payment       Maturity
#                                (30/360 / Actual/360)         Payment                     Date            Date        Date (2)
---------------------------   --------------------------   ----------------   ----   -----------------   ---------   --------------
<S>                           <C>                          <C>                <C>    <C>                 <C>         <C>
1                                    Actual/360                    $482,781   (20)           12/1/2003           1        11/1/2014


2                                    Actual/360                    $341,961   (21)           8/11/2003          11        7/11/2008
2A
2B
3                                    Actual/360                    $209,115   (22)          10/11/2003          11        9/11/2008
4                                    Actual/360                    $356,563                 11/11/2003          11       10/11/2028
4A
4B
5                                    Actual/360                    $274,153                 10/11/2003          11        9/11/2013
6                                    Actual/360                    $230,969                  8/11/2003          11        7/11/2013
7                                    Actual/360                    $181,944   (18)           9/11/2003          11        8/11/2008
8                                      30/360                      $204,903                   4/1/2000           1        12/1/2009
9                                    Actual/360                    $174,554                  12/1/2003           1        11/1/2013
10                                   Actual/360                    $177,568                  4/11/2003          11        3/11/2030
11                                     30/360                      $203,301   (23)            2/1/2002           1         1/2/2017
12                                   Actual/360                    $137,021                  10/1/2003           1         9/1/2013
13                                   Actual/360                    $129,152                  9/11/2003          11        8/11/2013

14                                   Actual/360                    $124,362                  3/11/2003          11        2/11/2008
15                                   Actual/360                    $105,640                  7/11/2003          11        6/11/2033
16                                   Actual/360                    $105,160                  9/11/2003          11        8/11/2013
17                                   Actual/360                    $113,723                  8/11/2003          11        7/11/2013
18                                   Actual/360                     $88,936                  10/1/2003           1         9/1/2013
19                                   Actual/360                     $98,022                  12/1/2003           1        11/1/2013
20                                   Actual/360                     $90,561                  9/11/2003          11        8/11/2013

21                                   Actual/360                    $103,186                  12/1/2003           1        11/1/2013
22                                   Actual/360                     $56,208                  12/1/2003           1        11/1/2013
23                                   Actual/360                     $34,067                  12/1/2003           1        11/1/2013
24                                   Actual/360                    $103,447                  12/1/2003           1        11/1/2013
25                                   Actual/360                     $87,311                  11/1/2003           1        10/1/2013
26                                   Actual/360                     $73,111                  9/11/2003          11        8/11/2013
27                                   Actual/360                     $91,096                  7/11/2003          11        6/11/2013
28                                   Actual/360                     $71,200                  11/1/2003           1        10/1/2013

29                                   Actual/360                     $23,514                  6/11/2003          11        5/11/2013
30                                   Actual/360                     $23,216                  7/11/2003          11        6/11/2013
31                                   Actual/360                     $12,014                  7/11/2003          11        6/11/2013
32                                   Actual/360                      $7,981                  7/11/2003          11        6/11/2013
33                                     30/360                       $43,372                  9/11/2003          11        8/11/2010
34                                   Actual/360                     $59,289                  7/11/2003          11        6/11/2013
35                                   Actual/360                     $59,506                  12/1/2003           1        11/1/2013
36                                   Actual/360                     $57,940                  11/1/2003           1        10/1/2013
37                                   Actual/360                     $52,754                  7/11/2003          11        6/11/2013
38                                   Actual/360                     $53,389                  9/11/2003          11        8/11/2013
39                                   Actual/360                     $54,216                  11/1/2003           1        10/1/2013
40                                   Actual/360                     $58,100                  9/11/2003          11        8/11/2013
41                                   Actual/360                     $48,415                  4/11/2003          11        3/11/2013
42                                   Actual/360                     $48,132                  9/11/2003          11        8/11/2013
43                                   Actual/360                     $52,039                  12/1/2003           1        11/1/2013
44                                   Actual/360                     $45,154                  9/11/2003          11        8/11/2013
45                                   Actual/360                     $41,385                  8/11/2003          11        7/11/2013
46                                   Actual/360                     $60,325                  5/11/2003          11        4/11/2018

47                                   Actual/360                     $38,367                  4/11/2003          11        3/11/2013
48                                   Actual/360                     $35,559                  7/11/2003          11        6/11/2008
49                                   Actual/360                     $40,295                  12/1/2003           1        11/1/2013
50                                   Actual/360                     $41,549                  6/11/2003          11        5/11/2028
51                                   Actual/360                     $39,824                  9/11/2003          11        8/11/2013
52                                   Actual/360                     $37,933                  12/1/2003           1        11/1/2013
53                                   Actual/360                     $34,634                  7/11/2003          11        6/11/2013
54                                   Actual/360                     $35,716                  12/1/2003           1        11/1/2013
55                                   Actual/360                     $34,811                  6/11/2003          11        5/11/2013
56                                   Actual/360                     $35,133                  12/1/2003           1        11/1/2013
57                                   Actual/360                     $35,298                  9/11/2003          11        8/11/2013
58                                   Actual/360                     $32,350                  9/11/2003          11        8/11/2013
59                                   Actual/360                     $33,603                  11/1/2003           1        10/1/2013
60                                   Actual/360                     $31,375                  8/11/2003          11        7/11/2013
61                                   Actual/360                     $37,371                  11/1/2003           1        10/1/2013
62                                   Actual/360                     $30,293                  7/11/2003          11        6/11/2013
62A
62B
63                                   Actual/360                     $27,915                  9/11/2003          11        8/11/2013

64                                     30/360                       $18,501                  9/11/2003          11        8/11/2010
65                                   Actual/360                     $34,433                  10/1/2003           1         9/1/2013
66                                   Actual/360                     $29,252                   1/1/2004           1        12/1/2013
67                                   Actual/360                     $30,554                  10/1/2003           1         9/1/2013
68                                   Actual/360                     $27,986                  9/11/2003          11        8/11/2013
69                                   Actual/360                     $27,849                  1/11/2003          11       12/11/2012
70                                   Actual/360                     $27,995                 10/11/2003          11        9/11/2013
71                                   Actual/360                     $28,188                 10/11/2003          11        9/11/2013
72                                   Actual/360                     $27,544                 10/11/2003          11        9/11/2013
73                                   Actual/360                     $24,146                  9/11/2003          11        8/11/2013
74                                   Actual/360                     $25,459                   1/1/2004           1        12/1/2013
75                                   Actual/360                     $26,883                  12/1/1998           1        11/1/2008
76                                   Actual/360                     $25,992                  9/11/2003          11        8/11/2013
77                                   Actual/360                     $22,611                  7/11/2003          11        6/11/2013
78                                   Actual/360                     $25,140                  8/11/2003          11        7/11/2013
79                                   Actual/360                     $23,978                  11/1/2003           1        10/1/2013
80                                   Actual/360                     $26,272                  6/11/2003          11        5/11/2026
81                                   Actual/360                     $24,136                  7/11/2003          11        6/11/2013
82                                   Actual/360                     $23,120                  10/1/2003           1         9/1/2013
83                                   Actual/360                     $21,241                  8/11/2003          11        7/11/2013
84                                   Actual/360                     $20,610                  7/11/2003          11        6/11/2013
85                                   Actual/360                     $19,395                  12/1/2003           1        11/1/2013
86                                   Actual/360                     $17,548                  8/11/2003          11        7/11/2013


87                                   Actual/360                     $19,596                   9/1/2003           1         8/1/2013
88                                   Actual/360                     $20,293                  7/11/2003          11        6/11/2033
89                                   Actual/360                     $16,290                  7/11/2003          11        6/11/2013
90                                   Actual/360                     $15,462                  11/1/2003           1        10/1/2013
91                                   Actual/360                     $18,849                  5/11/2003          11        4/11/2013
92                                   Actual/360                     $16,823                  6/11/2003          11        5/11/2013
93                                   Actual/360                     $18,696                  6/11/2003          11        5/11/2013
94                                   Actual/360                     $16,223                  7/11/2003          11        6/11/2013
95                                   Actual/360                     $15,245                  7/11/2003          11        6/11/2013
96                                   Actual/360                     $19,656                  6/11/2003          11        5/11/2010
97                                   Actual/360                     $14,798                  7/11/2003          11        6/11/2013
98                                   Actual/360                     $14,600                  8/11/2003          11        7/11/2013
99                                   Actual/360                     $14,365                  8/11/2003          11        7/11/2013
100                                  Actual/360                     $17,624                  7/11/2003          11        6/11/2013
101                                  Actual/360                     $13,891                  8/11/2003          11        7/11/2013


102                                  Actual/360                     $15,454                  9/11/2003          11        8/11/2013
103                                  Actual/360                     $15,200                 10/11/2003          11        9/11/2008
104                                  Actual/360                     $13,105                  8/11/2003          11        7/11/2013


105                                  Actual/360                     $13,663                  8/11/2003          11        7/11/2013
106                                  Actual/360                     $14,561                 10/11/2003          11        9/11/2013
107                                  Actual/360                     $14,819                  7/11/2003          11        6/11/2013
108                                  Actual/360                     $12,309                  11/1/2003           1        10/1/2013
109                                  Actual/360                     $16,491                  5/11/2003          11        4/11/2013
110                                  Actual/360                     $14,954                 10/11/2003          11        9/11/2013
111                                  Actual/360                     $17,865                  8/11/2003          11        7/11/2018
112                                  Actual/360                     $12,910                  8/11/2003          11        7/11/2013
113                                  Actual/360                     $12,761                  6/11/2003          11        5/11/2013
114                                  Actual/360                     $11,380                  9/11/2003          11        8/11/2013
115                                  Actual/360                     $11,297                  6/11/2003          11        5/11/2013
116                                  Actual/360                     $11,355                  7/11/2003          11        6/11/2013
117                                  Actual/360                     $13,230                  8/11/2003          11        7/11/2013
118                                  Actual/360                     $11,124                  9/11/2003          11        8/11/2013
119                                  Actual/360                     $10,214                  6/11/2003          11        5/11/2013
120                                  Actual/360                     $12,022                 10/11/2003          11        9/11/2028
121                                  Actual/360                     $12,802                  9/11/2003          11        8/11/2013
122                                  Actual/360                     $11,537                  7/11/2003          11        6/11/2023
123                                  Actual/360                     $10,746                 10/11/2003          11        9/11/2010
124                                  Actual/360                      $8,506                 10/11/2003          11        9/11/2013
125                                  Actual/360                      $8,853                 10/11/2003          11        9/11/2013
126                                  Actual/360                      $8,230                  9/11/2003          11        8/11/2008
127                                  Actual/360                      $7,688                  8/11/2003          11        7/11/2008
128                                  Actual/360                      $8,215                  7/11/2003          11        6/11/2013
129                                  Actual/360                      $7,455                  8/11/2003          11        7/11/2013
130                                  Actual/360                      $7,324                  8/11/2003          11        7/11/2013
131                                  Actual/360                      $7,040                  9/11/2003          11        8/11/2013
132                                  Actual/360                      $7,188                  8/11/2003          11        7/11/2013
133                                  Actual/360                      $7,745                  9/11/2003          11        8/11/2013
134                                  Actual/360                      $7,270                  9/11/2003          11        8/11/2008
135                                  Actual/360                      $7,210                  6/11/2003          11        5/11/2013
136                                  Actual/360                      $8,555                  12/1/1998           1        11/1/2008
137                                  Actual/360                      $6,783                  8/11/2003          11        7/11/2013
138                                  Actual/360                      $6,678                  5/11/2003          11        4/11/2013
139                                  Actual/360                      $6,146                  8/11/2003          11        7/11/2013
140                                  Actual/360                      $6,819                  5/11/2003          11        4/11/2013
141                                  Actual/360                      $5,747                 10/11/2003          11        9/11/2013
142                                  Actual/360                      $6,698                  7/11/2003          11        6/11/2013
143                                  Actual/360                      $6,264                 10/11/2003          11        9/11/2013
144                                  Actual/360                      $6,132                  9/11/2003          11        8/11/2013
145                                  Actual/360                      $5,195                  9/11/2003          11        8/11/2013
146                                  Actual/360                      $5,252                  8/11/2003          11        7/11/2013
147                                  Actual/360                      $5,959                  9/11/2003          11        8/11/2013
148                                  Actual/360                      $5,276                  8/11/2003          11        7/11/2013
149                                  Actual/360                      $5,445                  7/11/2003          11        6/11/2013
150                                  Actual/360                      $4,855                  9/11/2003          11        8/11/2013
151                                  Actual/360                      $4,713                  11/1/2003           1        10/1/2021
152                                  Actual/360                      $3,632                  7/11/2003          11        6/11/2013
153                                  Actual/360                      $4,262                 10/11/2003          11        9/11/2013

Total/Weighted Average:


<CAPTION>
(i)                            (viii) (xv)                                                        (xvi)
                                                                                                                     Original
                                                                                                Original               Yield
                                                                                                 Lockout            Maintenance
                                                                 Prepayment Provision            Period               Period
#                                ARD (7)           Seasoning     as of Origination (8)          (Months)             (Months)
---------------------------   ---------------   --------------   ------------------------   ------------------   ------------------
<S>                           <C>               <C>               <C>                       <C>                  <C>
1                                        N/A          1          Lock/129_0%/3                     129                   0


2                                        N/A          5          Lock/56_0%/4                      56                    0
2A
2B
3                                        N/A          3          Lock/53_0%/7                      53                    0
4                                  10/11/2013         2          Lock/116_0%/4                     116                   0
4A
4B
5                                        N/A          3          Lock/117_0%/3                     117                   0
6                                        N/A          5          Lock/116_0%/4                     116                   0
7                                        N/A          4          Lock/53_0%/7                      53                    0
8                                        N/A          45         Lock/80_2%/12_1%/18_0%/7          80                    0
9                                        N/A          1          Lock/113_0%/7                     113                   0
10                                  3/11/2013         9          Lock/113_0%/7                     113                   0
11                                       N/A          23         Lock/60_YM1/117_0%/3              60                   117
12                                       N/A          3          Lock/35_YM1/81_0%/4               35                   81
13                                       N/A          4          Lock/117_0%/3                     117                   0

14                                       N/A          10         Lock/56_0%/4                      56                    0
15                                  6/11/2008         6          Lock/55_0%/5                      55                    0
16                                       N/A          4          Lock/117_0%/3                     117                   0
17                                       N/A          5          Lock/114_0%/6                     114                   0
18                                       N/A          3          Lock/35_YM1/81_0%/4               35                   81
19                                       N/A          1          Lock/116_0%/4                     116                   0
20                                       N/A          4          Lock/117_0%/3                     117                   0

21                                       N/A          1          Lock/116_0%/4                     116                   0
22                                       N/A          1          Lock/116_0%/4                     116                   0
23                                       N/A          1          Lock/116_0%/4                     116                   0
24                                       N/A          1          Lock/116_0%/4                     116                   0
25                                       N/A          2          Lock/116_0%/4                     116                   0
26                                       N/A          4          Lock/117_0%/3                     117                   0
27                                       N/A          6          Lock/117_0%/3                     117                   0
28                                       N/A          2          Lock/116_0%/4                     116                   0

29                                       N/A          7          Lock/117_0%/3                     117                   0
30                                       N/A          6          Lock/117_0%/3                     117                   0
31                                       N/A          6          Lock/117_0%/3                     117                   0
32                                       N/A          6          Lock/117_0%/3                     117                   0
33                                       N/A          4          Lock/40_YM1/41_0%/3               40                   41
34                                       N/A          6          Lock/117_0%/3                     117                   0
35                                       N/A          1          Lock/113_0%/7                     113                   0
36                                       N/A          2          Lock/116_0%/4                     116                   0
37                                       N/A          6          Lock/117_0%/3                     117                   0
38                                       N/A          4          Lock/117_0%/3                     117                   0
39                                       N/A          2          Lock/116_0%/4                     116                   0
40                                       N/A          4          Lock/117_0%/3                     117                   0
41                                       N/A          9          Lock/117_0%/3                     117                   0
42                                       N/A          4          Lock/117_0%/3                     117                   0
43                                       N/A          1          Lock/116_0%/4                     116                   0
44                                       N/A          4          Lock/117_0%/3                     117                   0
45                                       N/A          5          Lock/117_0%/3                     117                   0
46                                       N/A          8          Lock/177_0%/3                     177                   0

47                                       N/A          9          Lock/117_0%/3                     117                   0
48                                       N/A          6          Lock/57_0%/3                      57                    0
49                                       N/A          1          Lock/115_0%/5                     115                   0
50                                  5/11/2013         7          Lock/117_0%/3                     117                   0
51                                       N/A          4          Lock/114_0%/6                     114                   0
52                                       N/A          1          Lock/116_0%/4                     116                   0
53                                       N/A          6          Lock/117_0%/3                     117                   0
54                                       N/A          1          Lock/116_0%/4                     116                   0
55                                       N/A          7          Lock/114_0%/6                     114                   0
56                                       N/A          1          Lock/116_0%/4                     116                   0
57                                       N/A          4          Lock/117_0%/3                     117                   0
58                                       N/A          4          Lock/117_0%/3                     117                   0
59                                       N/A          2          Lock/117_0%/3                     117                   0
60                                       N/A          5          Lock/114_0%/6                     114                   0
61                                       N/A          2          Lock/116_0%/4                     116                   0
62                                       N/A          6          Lock/116_0%/4                     116                   0
62A
62B
63                                       N/A          4          Lock/117_0%/3                     117                   0

64                                       N/A          4          Lock/40_YM1/41_0%/3               40                   41
65                                       N/A          3          Lock/116_0%/4                     116                   0
66                                       N/A          0          Lock/116_0%/4                     116                   0
67                                       N/A          3          Lock/116_0%/4                     116                   0
68                                       N/A          4          Lock/117_0%/3                     117                   0
69                                       N/A          12         Lock/117_0%/3                     117                   0
70                                       N/A          3          Lock/114_0%/6                     114                   0
71                                       N/A          3          Lock/117_0%/3                     117                   0
72                                       N/A          3          Lock/117_0%/3                     117                   0
73                                       N/A          4          Lock/117_0%/3                     117                   0
74                                       N/A          0          Lock/116_0%/4                     116                   0
75                                       N/A          61         Lock/117_0%/3                     117                   0
76                                       N/A          4          Lock/117_0%/3                     117                   0
77                                       N/A          6          Lock/117_0%/3                     117                   0
78                                       N/A          5          Lock/117_0%/3                     117                   0
79                                       N/A          2          Lock/116_0%/4                     116                   0
80                                  5/11/2013         7          Lock/117_0%/3                     117                   0
81                                       N/A          6          Lock/114_0%/6                     114                   0
82                                       N/A          3          Lock/116_0%/4                     116                   0
83                                       N/A          5          Lock/117_0%/3                     117                   0
84                                       N/A          6          Lock/117_0%/3                     117                   0
85                                       N/A          1          Lock/116_0%/4                     116                   0
86                                       N/A          5          Lock/117_0%/3                     117                   0


87                                       N/A          4          Lock/116_0%/4                     116                   0
88                                  6/11/2013         6          Lock/114_0%/6                     114                   0
89                                       N/A          6          Lock/117_0%/3                     117                   0
90                                       N/A          2          Lock/116_0%/4                     116                   0
91                                       N/A          8          Lock/114_0%/6                     114                   0
92                                       N/A          7          Lock/114_0%/6                     114                   0
93                                       N/A          7          Lock/43_YM1/74_0%/3               43                   74
94                                       N/A          6          Lock/117_0%/3                     117                   0
95                                       N/A          6          Lock/117_0%/3                     117                   0
96                                       N/A          7          Lock/78_0%/6                      78                    0
97                                       N/A          6          Lock/117_0%/3                     117                   0
98                                       N/A          5          Lock/117_0%/3                     117                   0
99                                       N/A          5          Lock/117_0%/3                     117                   0
100                                      N/A          6          Lock/117_0%/3                     117                   0
101                                      N/A          5          Lock/117_0%/3                     117                   0


102                                      N/A          4          Lock/117_0%/3                     117                   0
103                                      N/A          3          Lock/57_0%/3                      57                    0
104                                      N/A          5          Lock/117_0%/3                     117                   0


105                                      N/A          5          Lock/41_YM1/76_0%/3               41                   76
106                                      N/A          3          Lock/39_YM1/77_0%/4               39                   77
107                                      N/A          6          Lock/117_0%/3                     117                   0
108                                      N/A          2          Lock/116_0%/4                     116                   0
109                                      N/A          8          Lock/116_0%/4                     116                   0
110                                      N/A          3          Lock/114_0%/6                     114                   0
111                                      N/A          5          Lock/174_0%/6                     174                   0
112                                      N/A          5          Lock/114_0%/6                     114                   0
113                                      N/A          7          Lock/114_0%/6                     114                   0
114                                      N/A          4          Lock/40_YM1/76_0%/4               40                   76
115                                      N/A          7          Lock/114_0%/6                     114                   0
116                                      N/A          6          Lock/114_0%/6                     114                   0
117                                      N/A          5          Lock/114_0%/6                     114                   0
118                                      N/A          4          Lock/40_YM1/77_0%/3               40                   77
119                                      N/A          7          Lock/114_0%/6                     114                   0
120                                 9/11/2013         3          Lock/39_YM1/78_0%/3               39                   78
121                                      N/A          4          Lock/114_0%/6                     114                   0
122                                      N/A          6          Lock/234_0%/6                     234                   0
123                                      N/A          3          Lock/78_0%/6                      78                    0
124                                      N/A          3          Lock/114_0%/6                     114                   0
125                                      N/A          3          Lock/114_0%/6                     114                   0
126                                      N/A          4          Lock/54_0%/6                      54                    0
127                                      N/A          5          Lock/54_0%/6                      54                    0
128                                      N/A          6          Lock/114_0%/6                     114                   0
129                                      N/A          5          Lock/116_0%/4                     116                   0
130                                      N/A          5          Lock/117_0%/3                     117                   0
131                                      N/A          4          Lock/117_0%/3                     117                   0
132                                      N/A          5          Lock/117_0%/3                     117                   0
133                                      N/A          4          Lock/40_YM1/77_0%/3               40                   77
134                                      N/A          4          Lock/54_0%/6                      54                    0
135                                      N/A          7          Lock/114_0%/6                     114                   0
136                                      N/A          61         Lock/114_0%/6                     114                   0
137                                      N/A          5          Lock/117_0%/3                     117                   0
138                                      N/A          8          Lock/44_YM1/73_0%/3               44                   73
139                                      N/A          5          Lock/117_0%/3                     117                   0
140                                      N/A          8          Lock/114_0%/6                     114                   0
141                                      N/A          3          Lock/114_0%/6                     114                   0
142                                      N/A          6          Lock/116_0%/4                     116                   0
143                                      N/A          3          Lock/117_0%/3                     117                   0
144                                      N/A          4          Lock/114_0%/6                     114                   0
145                                      N/A          4          Lock/114_0%/6                     114                   0
146                                      N/A          5          Lock/114_0%/6                     114                   0
147                                      N/A          4          Lock/114_0%/6                     114                   0
148                                      N/A          5          Lock/114_0%/6                     114                   0
149                                      N/A          6          Lock/114_0%/6                     114                   0
150                                      N/A          4          Lock/114_0%/6                     114                   0
151                                      N/A          2          Lock/212_0%/4                     212                   0
152                                      N/A          6          Lock/42_YM1/75_0%/3               42                   75
153                                      N/A          3          Lock/114_0%/6                     114                   0

Total/Weighted Average:


<CAPTION>
(i)                                                                (xvi)
                                  Original
                                 Prepayment          Original                                                    Yield
                                  Premium              Open                               Lockout             Maintenance
                                   Period             Period                             Expiration           Expiration
#                                 (Months)           (Months)      Defeasance (9)           Date                 Date
---------------------------   -----------------   --------------   --------------   -------------------   ------------------
<S>                           <C>                 <C>               <C>             <C>                   <C>
1                                    0                   3                   Yes          9/1/2014                N/A


2                                    0                   4                   Yes         4/11/2008                N/A
2A
2B
3                                    0                   7                   Yes         3/11/2008                N/A
4                                    0                   4                   Yes         7/11/2013                N/A
4A
4B
5                                    0                   3                   Yes         7/11/2013                N/A
6                                    0                   4                   Yes         4/11/2013                N/A
7                                    0                   7                   Yes         2/11/2008                N/A
8                                    30                  7                    No         12/1/2006                N/A
9                                    0                   7                   Yes          5/1/2013                N/A
10                                   0                   7                   Yes         9/11/2012                N/A
11                                   0                   3                    No          2/1/2007             11/1/2016
12                                   0                   4                    No          9/1/2006             6/1/2013
13                                   0                   3                   Yes         6/11/2013                N/A

14                                   0                   4                   Yes         11/11/2007               N/A
15                                   0                   5                   Yes         2/11/2008                N/A
16                                   0                   3                   Yes         6/11/2013                N/A
17                                   0                   6                   Yes         2/11/2013                N/A
18                                   0                   4                    No          9/1/2006             6/1/2013
19                                   0                   4                   Yes          8/1/2013                N/A
20                                   0                   3                   Yes         6/11/2013                N/A

21                                   0                   4                   Yes          8/1/2013                N/A
22                                   0                   4                   Yes          8/1/2013                N/A
23                                   0                   4                   Yes          8/1/2013                N/A
24                                   0                   4                   Yes          8/1/2013                N/A
25                                   0                   4                   Yes          7/1/2013                N/A
26                                   0                   3                   Yes         6/11/2013                N/A
27                                   0                   3                   Yes         4/11/2013                N/A
28                                   0                   4                   Yes          7/1/2013                N/A

29                                   0                   3                   Yes         3/11/2013                N/A
30                                   0                   3                   Yes         4/11/2013                N/A
31                                   0                   3                   Yes         4/11/2013                N/A
32                                   0                   3                   Yes         4/11/2013                N/A
33                                   0                   3                    No         1/11/2007             6/11/2010
34                                   0                   3                   Yes         4/11/2013                N/A
35                                   0                   7                   Yes          5/1/2013                N/A
36                                   0                   4                   Yes          7/1/2013                N/A
37                                   0                   3                   Yes         4/11/2013                N/A
38                                   0                   3                   Yes         6/11/2013                N/A
39                                   0                   4                   Yes          7/1/2013                N/A
40                                   0                   3                   Yes         6/11/2013                N/A
41                                   0                   3                   Yes         1/11/2013                N/A
42                                   0                   3                   Yes         6/11/2013                N/A
43                                   0                   4                   Yes          8/1/2013                N/A
44                                   0                   3                   Yes         6/11/2013                N/A
45                                   0                   3                   Yes         5/11/2013                N/A
46                                   0                   3                   Yes         2/11/2018                N/A

47                                   0                   3                   Yes         1/11/2013                N/A
48                                   0                   3                   Yes         4/11/2008                N/A
49                                   0                   5                   Yes          7/1/2013                N/A
50                                   0                   3                   Yes         3/11/2013                N/A
51                                   0                   6                   Yes         3/11/2013                N/A
52                                   0                   4                   Yes          8/1/2013                N/A
53                                   0                   3                   Yes         4/11/2013                N/A
54                                   0                   4                   Yes          8/1/2013                N/A
55                                   0                   6                   Yes         12/11/2012               N/A
56                                   0                   4                   Yes          8/1/2013                N/A
57                                   0                   3                   Yes         6/11/2013                N/A
58                                   0                   3                   Yes         6/11/2013                N/A
59                                   0                   3                   Yes          8/1/2013                N/A
60                                   0                   6                   Yes         2/11/2013                N/A
61                                   0                   4                   Yes          7/1/2013                N/A
62                                   0                   4                   Yes         3/11/2013                N/A
62A
62B
63                                   0                   3                   Yes         6/11/2013                N/A

64                                   0                   3                    No         1/11/2007             6/11/2010
65                                   0                   4                   Yes          6/1/2013                N/A
66                                   0                   4                   Yes          9/1/2013                N/A
67                                   0                   4                   Yes          6/1/2013                N/A
68                                   0                   3                   Yes         6/11/2013                N/A
69                                   0                   3                   Yes         10/11/2012               N/A
70                                   0                   6                   Yes         4/11/2013                N/A
71                                   0                   3                   Yes         7/11/2013                N/A
72                                   0                   3                   Yes         7/11/2013                N/A
73                                   0                   3                   Yes         6/11/2013                N/A
74                                   0                   4                   Yes          9/1/2013                N/A
75                                   0                   3                   Yes          9/1/2008                N/A
76                                   0                   3                   Yes         6/11/2013                N/A
77                                   0                   3                   Yes         4/11/2013                N/A
78                                   0                   3                   Yes         5/11/2013                N/A
79                                   0                   4                   Yes          7/1/2013                N/A
80                                   0                   3                   Yes         3/11/2013                N/A
81                                   0                   6                   Yes         1/11/2013                N/A
82                                   0                   4                   Yes          6/1/2013                N/A
83                                   0                   3                   Yes         5/11/2013                N/A
84                                   0                   3                   Yes         4/11/2013                N/A
85                                   0                   4                   Yes          8/1/2013                N/A
86                                   0                   3                   Yes         5/11/2013                N/A


87                                   0                   4                   Yes          5/1/2013                N/A
88                                   0                   6                   Yes         1/11/2013                N/A
89                                   0                   3                   Yes         4/11/2013                N/A
90                                   0                   4                   Yes          7/1/2013                N/A
91                                   0                   6                   Yes         11/11/2012               N/A
92                                   0                   6                   Yes         12/11/2012               N/A
93                                   0                   3                    No         1/11/2007             3/11/2013
94                                   0                   3                   Yes         4/11/2013                N/A
95                                   0                   3                   Yes         4/11/2013                N/A
96                                   0                   6                   Yes         12/11/2009               N/A
97                                   0                   3                   Yes         4/11/2013                N/A
98                                   0                   3                   Yes         5/11/2013                N/A
99                                   0                   3                   Yes         5/11/2013                N/A
100                                  0                   3                   Yes         4/11/2013                N/A
101                                  0                   3                   Yes         5/11/2013                N/A


102                                  0                   3                   Yes         6/11/2013                N/A
103                                  0                   3                   Yes         7/11/2008                N/A
104                                  0                   3                   Yes         5/11/2013                N/A


105                                  0                   3                    No         1/11/2007             5/11/2013
106                                  0                   4                    No         1/11/2007             6/11/2013
107                                  0                   3                   Yes         4/11/2013                N/A
108                                  0                   4                   Yes          7/1/2013                N/A
109                                  0                   4                   Yes         1/11/2013                N/A
110                                  0                   6                   Yes         4/11/2013                N/A
111                                  0                   6                   Yes         2/11/2018                N/A
112                                  0                   6                   Yes         2/11/2013                N/A
113                                  0                   6                   Yes         12/11/2012               N/A
114                                  0                   4                    No         1/11/2007             5/11/2013
115                                  0                   6                   Yes         12/11/2012               N/A
116                                  0                   6                   Yes         1/11/2013                N/A
117                                  0                   6                   Yes         2/11/2013                N/A
118                                  0                   3                    No         1/11/2007             6/11/2013
119                                  0                   6                   Yes         12/11/2012               N/A
120                                  0                   3                    No         1/11/2007             7/11/2013
121                                  0                   6                   Yes         3/11/2013                N/A
122                                  0                   6                   Yes         1/11/2023                N/A
123                                  0                   6                   Yes         4/11/2010                N/A
124                                  0                   6                   Yes         4/11/2013                N/A
125                                  0                   6                   Yes         4/11/2013                N/A
126                                  0                   6                   Yes         3/11/2008                N/A
127                                  0                   6                   Yes         2/11/2008                N/A
128                                  0                   6                   Yes         1/11/2013                N/A
129                                  0                   4                   Yes         4/11/2013                N/A
130                                  0                   3                   Yes         5/11/2013                N/A
131                                  0                   3                   Yes         6/11/2013                N/A
132                                  0                   3                   Yes         5/11/2013                N/A
133                                  0                   3                    No         1/11/2007             6/11/2013
134                                  0                   6                   Yes         3/11/2008                N/A
135                                  0                   6                   Yes         12/11/2012               N/A
136                                  0                   6                   Yes          6/1/2008                N/A
137                                  0                   3                   Yes         5/11/2013                N/A
138                                  0                   3                    No         1/11/2007             2/11/2013
139                                  0                   3                   Yes         5/11/2013                N/A
140                                  0                   6                   Yes         11/11/2012               N/A
141                                  0                   6                   Yes         4/11/2013                N/A
142                                  0                   4                   Yes         3/11/2013                N/A
143                                  0                   3                   Yes         7/11/2013                N/A
144                                  0                   6                   Yes         3/11/2013                N/A
145                                  0                   6                   Yes         3/11/2013                N/A
146                                  0                   6                   Yes         2/11/2013                N/A
147                                  0                   6                   Yes         3/11/2013                N/A
148                                  0                   6                   Yes         2/11/2013                N/A
149                                  0                   6                   Yes         1/11/2013                N/A
150                                  0                   6                   Yes         3/11/2013                N/A
151                                  0                   4                   Yes          7/1/2021                N/A
152                                  0                   3                    No         1/11/2007             4/11/2013
153                                  0                   6                   Yes         4/11/2013                N/A

Total/Weighted Average:


<CAPTION>
(i)                                                                       (xiii)              (v)

                                  Prepayment                                  Servicing
                                    Premium                Yield                 and
                                  Expiration            Maintenance            Trustee             Net Mortgage
#                                    Date                 Spread                 Fees                  Rate
---------------------------   ------------------   --------------------   -----------------   ---------------------
<S>                           <C>                  <C>                    <C>                 <C>
1                                     N/A                   N/A                0.05190%              5.39810%


2                                     N/A                   N/A                0.01190%              3.09610%
2A
2B
3                                     N/A                   N/A                0.03190%              3.26810%
4                                     N/A                   N/A                0.03190%              6.84810%
4A
4B
5                                     N/A                   N/A                0.03190%              6.11810%
6                                     N/A                   N/A                0.03190%              5.11810%
7                                     N/A                   N/A                0.03190%              4.68810%
8                                  6/1/2009                 N/A                0.03190%              6.09310%
9                                     N/A                   N/A                0.10190%              6.09810%
10                                    N/A                   N/A                0.03190%              5.91810%
11                                    N/A                 T-Flat               0.03190%              7.56810%
12                                    N/A                 T-Flat               0.10190%              4.58810%
13                                    N/A                   N/A                0.03190%              5.36810%

14                                    N/A                   N/A                0.03190%              5.42810%
15                                    N/A                   N/A                0.03190%              5.83810%
16                                    N/A                   N/A                0.03190%              4.36810%
17                                    N/A                   N/A                0.03190%              6.35810%
18                                    N/A                 T-Flat               0.08190%              4.84810%
19                                    N/A                   N/A                0.11190%              5.82810%
20                                    N/A                   N/A                0.03190%              5.21810%

21                                    N/A                   N/A                0.11190%              5.89810%
22                                    N/A                   N/A                0.11190%              5.88810%
23                                    N/A                   N/A                0.11190%              5.81810%
24                                    N/A                   N/A                0.08190%              6.64810%
25                                    N/A                   N/A                0.08190%              5.76810%
26                                    N/A                   N/A                0.03190%              4.36810%
27                                    N/A                   N/A                0.03190%              5.66810%
28                                    N/A                   N/A                0.11190%              6.08810%

29                                    N/A                   N/A                0.03190%              5.72810%
30                                    N/A                   N/A                0.03190%              5.66810%
31                                    N/A                   N/A                0.03190%              5.66810%
32                                    N/A                   N/A                0.03190%              5.66810%
33                                    N/A                   N/A                0.03190%              4.87810%
34                                    N/A                   N/A                0.03190%              5.41810%
35                                    N/A                   N/A                0.08190%              5.84810%
36                                    N/A                   N/A                0.08190%              5.72810%
37                                    N/A                   N/A                0.03190%              5.26810%
38                                    N/A                   N/A                0.03190%              5.56810%
39                                    N/A                   N/A                0.13190%              5.70810%
40                                    N/A                   N/A                0.03190%              5.75810%
41                                    N/A                   N/A                0.03190%              5.51810%
42                                    N/A                   N/A                0.03190%              5.82810%
43                                    N/A                   N/A                0.13190%              6.73810%
44                                    N/A                   N/A                0.03190%              5.36810%
45                                    N/A                   N/A                0.03190%              5.83810%
46                                    N/A                   N/A                0.03190%              6.29810%

47                                    N/A                   N/A                0.03190%              5.51810%
48                                    N/A                   N/A                0.03190%              4.86810%
49                                    N/A                   N/A                0.11190%              6.05810%
50                                    N/A                   N/A                0.06190%              6.01810%
51                                    N/A                   N/A                0.03190%              5.86810%
52                                    N/A                   N/A                0.11190%              6.07810%
53                                    N/A                   N/A                0.03190%              5.61810%
54                                    N/A                   N/A                0.11190%              6.05810%
55                                    N/A                   N/A                0.03190%              5.89810%
56                                    N/A                   N/A                0.13190%              5.94810%
57                                    N/A                   N/A                0.03190%              6.10810%
58                                    N/A                   N/A                0.03190%              5.11810%
59                                    N/A                   N/A                0.05190%              5.11810%
60                                    N/A                   N/A                0.03190%              5.26810%
61                                    N/A                   N/A                0.11190%              6.36810%
62                                    N/A                   N/A                0.03190%              5.52810%
62A
62B
63                                    N/A                   N/A                0.03190%              4.96810%

64                                    N/A                 T-Flat               0.03190%              4.25810%
65                                    N/A                   N/A                0.13190%              6.30810%
66                                    N/A                   N/A                0.08190%              5.87810%
67                                    N/A                   N/A                0.11190%              6.25810%
68                                    N/A                   N/A                0.03190%              5.56810%
69                                    N/A                   N/A                0.03190%              5.95810%
70                                    N/A                   N/A                0.03190%              6.10810%
71                                    N/A                   N/A                0.03190%              6.59810%
72                                    N/A                   N/A                0.03190%              5.85810%
73                                    N/A                   N/A                0.03190%              5.36810%
74                                    N/A                   N/A                0.13190%              6.03810%
75                                    N/A                   N/A                0.03190%              6.10810%
76                                    N/A                   N/A                0.03190%              5.79810%
77                                    N/A                   N/A                0.03190%              5.42810%
78                                    N/A                   N/A                0.03190%              5.70810%
79                                    N/A                   N/A                0.13190%              6.00810%
80                                    N/A                   N/A                0.06190%              6.01810%
81                                    N/A                   N/A                0.03190%              5.81810%
82                                    N/A                   N/A                0.08190%              6.30810%
83                                    N/A                   N/A                0.08190%              5.51810%
84                                    N/A                   N/A                0.03190%              5.41810%
85                                    N/A                   N/A                0.18190%              5.46810%
86                                    N/A                   N/A                0.03190%              5.36810%


87                                    N/A                   N/A                0.13190%              5.66810%
88                                    N/A                   N/A                0.03190%              5.51810%
89                                    N/A                   N/A                0.03190%              5.21810%
90                                    N/A                   N/A                0.13190%              5.11810%
91                                    N/A                   N/A                0.03190%              6.37810%
92                                    N/A                   N/A                0.03190%              5.98810%
93                                    N/A                 T-Flat               0.03190%              6.34810%
94                                    N/A                   N/A                0.03190%              5.81810%
95                                    N/A                   N/A                0.03190%              5.46810%
96                                    N/A                   N/A                0.03190%              6.16810%
97                                    N/A                   N/A                0.03190%              5.31810%
98                                    N/A                   N/A                0.03190%              5.36810%
99                                    N/A                   N/A                0.03190%              5.46810%
100                                   N/A                   N/A                0.03190%              5.76810%
101                                   N/A                   N/A                0.03190%              5.41810%


102                                   N/A                   N/A                0.03190%              5.78810%
103                                   N/A                   N/A                0.03190%              5.78810%
104                                   N/A                   N/A                0.03190%              5.11810%


105                                   N/A                 T-Flat               0.03190%              5.56810%
106                                   N/A                 T-Flat               0.03190%              6.27810%
107                                   N/A                   N/A                0.03190%              5.96810%
108                                   N/A                   N/A                0.13190%              4.91810%
109                                   N/A                   N/A                0.03190%              5.97810%
110                                   N/A                   N/A                0.03190%              6.29810%
111                                   N/A                   N/A                0.03190%              5.72810%
112                                   N/A                   N/A                0.03190%              5.98810%
113                                   N/A                   N/A                0.03190%              5.99810%
114                                   N/A                 T-Flat               0.03190%              5.71810%
115                                   N/A                   N/A                0.03190%              5.62810%
116                                   N/A                   N/A                0.03190%              5.93810%
117                                   N/A                   N/A                0.03190%              6.28810%
118                                   N/A                 T-Flat               0.03190%              6.46810%
119                                   N/A                   N/A                0.03190%              5.98810%
120                                   N/A                 T-Flat               0.03190%              7.30810%
121                                   N/A                   N/A                0.03190%              6.97810%
122                                   N/A                   N/A                0.03190%              5.66810%
123                                   N/A                   N/A                0.03190%              5.96810%
124                                   N/A                   N/A                0.03190%              5.57810%
125                                   N/A                   N/A                0.03190%              6.13810%
126                                   N/A                   N/A                0.03190%              5.52810%
127                                   N/A                   N/A                0.03190%              5.16810%
128                                   N/A                   N/A                0.03190%              5.76810%
129                                   N/A                   N/A                0.03190%              5.21810%
130                                   N/A                   N/A                0.03190%              5.48810%
131                                   N/A                   N/A                0.03190%              5.14810%
132                                   N/A                   N/A                0.03190%              5.36810%
133                                   N/A                 T-Flat               0.03190%              6.27810%
134                                   N/A                   N/A                0.03190%              5.01810%
135                                   N/A                   N/A                0.03190%              5.98810%
136                                   N/A                   N/A                0.03190%              7.06810%
137                                   N/A                   N/A                0.03190%              5.61810%
138                                   N/A                 T-Flat               0.03190%              6.12810%
139                                   N/A                   N/A                0.03190%              5.26810%
140                                   N/A                   N/A                0.03190%              6.47810%
141                                   N/A                   N/A                0.03190%              5.57810%
142                                   N/A                   N/A                0.03190%              5.86810%
143                                   N/A                   N/A                0.03190%              6.55810%
144                                   N/A                   N/A                0.03190%              6.38810%
145                                   N/A                   N/A                0.03190%              5.61810%
146                                   N/A                   N/A                0.03190%              5.71810%
147                                   N/A                   N/A                0.03190%              6.25810%
148                                   N/A                   N/A                0.03190%              5.96810%
149                                   N/A                   N/A                0.03190%              5.96810%
150                                   N/A                   N/A                0.03190%              6.37810%
151                                   N/A                   N/A                0.08190%              8.03810%
152                                   N/A                 T-Flat               0.03190%              6.05810%
153                                   N/A                   N/A                0.03190%              7.25810%

Total/Weighted Average:


<CAPTION>
(i)


                                               Utilities                                                  Subject
                                           Multifamily Tenant                     Multifamily             Studio
#                                                 Pays                             Elevators               Units
---------------------------   -------------------------------------------   ----------------------   ----------------
<S>                           <C>                                           <C>                      <C>
1                                                 N/A                                 N/A                   N/A


2
2A                                                N/A                                 N/A                   N/A
2B                                                N/A                                 N/A                   N/A
3                                                 N/A                                 N/A                   N/A
4
4A                                                N/A                                 N/A                   N/A
4B                                                N/A                                 N/A                   N/A
5                                                 N/A                                 N/A                   N/A
6                                                 N/A                                 N/A                   N/A
7                                            Electric/Water                           0                     N/A
8                                               Electric                              4                     59
9                                                 N/A                                 N/A                   N/A
10                                                N/A                                 N/A                   N/A
11                                                N/A                                 N/A                   N/A
12                                           Electric/Water                           0                     N/A
13                                                N/A                                 N/A                   N/A

14                                              Electric                              3                     N/A
15                                                N/A                                 N/A                   N/A
16                                              Electric                              0                     N/A
17                                                None                                5                     58
18                                        Electric/Water/Sewer                        0                     N/A
19                                                N/A                                 N/A                   N/A
20                                                N/A                                 N/A                   N/A

21                                                N/A                                 N/A                   N/A
22                                                N/A                                 N/A                   N/A
23                                                N/A                                 N/A                   N/A
24                                                N/A                                 N/A                   N/A
25                                              Electric                              0                     90
26                                            Water/Sewer                             0                     N/A
27                                                N/A                                 N/A                   N/A
28                                                N/A                                 N/A                   N/A

29                                            Electric/Gas                            0                     N/A
30                                            Electric/Gas                            0                     N/A
31                                            Electric/Gas                            0                     N/A
32                                            Electric/Gas                            0                     N/A
33                                                N/A                                 N/A                   N/A
34                                                N/A                                 N/A                   N/A
35                                                N/A                                 N/A                   N/A
36                                        Electric/Sewer/Water                        0                     N/A
37                                                N/A                                 N/A                   N/A
38                                              Electric                              0                     72
39                                         Electric/Gas/Water                         0                     N/A
40                                              Electric                              0                     N/A
41                                           Electric/Water                           0                     N/A
42                                        Electric/Water/Sewer                        0                     N/A
43                                                N/A                                 N/A                   N/A
44                                                N/A                                 N/A                   N/A
45                                                N/A                                 N/A                   N/A
46                                                N/A                                 N/A                   N/A

47                                           Electric/Water                           0                     40
48                                              Electric                              0                     N/A
49                                                N/A                                 N/A                   N/A
50                                                N/A                                 N/A                   N/A
51                                           Electric/Water                           0                     N/A
52                                                N/A                                 N/A                   N/A
53                                                N/A                                 N/A                   N/A
54                                                N/A                                 N/A                   N/A
55                                            Electric/Gas                            0                     N/A
56                                                N/A                                 N/A                   N/A
57                                              Electric                              0                     N/A
58                                            Electric/Gas                            0                     N/A
59                                                N/A                                 N/A                   N/A
60                                                N/A                                 N/A                   N/A
61                                                N/A                                 N/A                   N/A
62
62A                                               N/A                                 N/A                   N/A
62B                                               N/A                                 N/A                   N/A
63                                                N/A                                 N/A                   N/A

64                                                N/A                                 N/A                   N/A
65                                              Electric                              0                     N/A
66                                                N/A                                 0                     N/A
67                                                N/A                                 N/A                   N/A
68                                              Electric                              0                     N/A
69                                           Electric/Water                           0                     N/A
70                                              Electric                              0                     N/A
71                                                N/A                                 N/A                   N/A
72                                                N/A                                 N/A                   N/A
73                                                N/A                                 N/A                   N/A
74                                                N/A                                 N/A                   N/A
75                                        Electric/Water/Sewer                        0                     N/A
76                                                N/A                                 N/A                   N/A
77                                              Electric                              0                     N/A
78                                                N/A                                 N/A                   N/A
79                                                N/A                                 N/A                   N/A
80                                                N/A                                 N/A                   N/A
81                                                N/A                                 N/A                   N/A
82                                                N/A                                 N/A                   N/A
83                                                N/A                                 N/A                   N/A
84                                                N/A                                 N/A                   N/A
85                                              Electric                              0                     N/A
86                                                N/A                                 N/A                   N/A


87                                                N/A                                 N/A                   N/A
88                                                N/A                                 N/A                   N/A
89                                            Electric/Gas                            0                     N/A
90                                              Electric                              0                     N/A
91                                                N/A                                 N/A                   N/A
92                                                N/A                                 N/A                   N/A
93                                      Electric/Gas/Water/Sewer                      0                     N/A
94                                                N/A                                 N/A                   N/A
95                                                N/A                                 N/A                   N/A
96                                                N/A                                 N/A                   N/A
97                                                N/A                                 N/A                   N/A
98                                            Electric/Gas                            0                     N/A
99                                                N/A                                 N/A                   N/A
100                                               N/A                                 N/A                   N/A
101                                               N/A                                 N/A                   N/A


102                                             Electric                              0                     N/A
103                                             Electric                              0                     N/A
104                                             Electric                              1                     75


105                                             Electric                              0                     N/A
106                                               N/A                                 N/A                   N/A
107                                               N/A                                 N/A                   N/A
108                                          Electric/Water                           0                     N/A
109                                               N/A                                 N/A                   N/A
110                                               N/A                                 N/A                   N/A
111                                               N/A                                 N/A                   N/A
112                                               N/A                                 N/A                   N/A
113                                               N/A                                 0                     N/A
114                                           Electric/Gas                            0                      1
115                                             Electric                              0                     N/A
116                                               N/A                                 N/A                   N/A
117                                               N/A                                 N/A                   N/A
118                                               N/A                                 N/A                   N/A
119                                               N/A                                 N/A                   N/A
120                                               N/A                                 N/A                   N/A
121                                               N/A                                 N/A                   N/A
122                                           Electric/Gas                            0                     N/A
123                                  Electric/Gas/Water/Sewer/Trash                   0                     N/A
124                                               N/A                                 N/A                   N/A
125                                               N/A                                 N/A                   N/A
126                                    Electric/Water/Sewer/Trash                     0                     12
127                                        Electric/Gas/Trash                         0                     N/A
128                                           Electric/Gas                            0                     N/A
129                                             Electric                              0                     N/A
130                                               N/A                                 N/A                   N/A
131                                               N/A                                 N/A                   N/A
132                                               N/A                                 N/A                   N/A
133                                               N/A                                 N/A                   N/A
134                                  Electric/Gas/Water/Sewer/Trash                   0                     N/A
135                                               N/A                                 N/A                   N/A
136                                             Electric                              0                     N/A
137                                               N/A                                 N/A                   N/A
138                                               N/A                                 N/A                   N/A
139                                  Electric/Gas/Water/Sewer/Trash                   0                     N/A
140                                             Electric                              0                     N/A
141                                               N/A                                 N/A                   N/A
142                                               N/A                                 N/A                   N/A
143                                               N/A                                 N/A                   N/A
144                                             Electric                              1                     41
145                                             Electric                              0                      5
146                                             Electric                              0                     N/A
147                                           Electric/Gas                            0                      2
148                                             Electric                              0                     N/A
149                                             Electric                              0                      6
150                                       Electric/Water/Sewer                        0                     N/A
151                                             Electric                              0                     N/A
152                                           Electric/Gas                            0                     N/A
153                                               N/A                                 N/A                   N/A

Total/Weighted Average:


<CAPTION>
(i)


                                   Subject            Subject           Subject           Subject             Subject
                                   Studio             Studio             1 BR               1 BR                1 BR
#                                 Avg. Rent          Max. Rent           Units           Avg. Rent           Max. Rent
---------------------------   ----------------   ----------------   --------------   -----------------   -----------------
<S>                           <C>                <C>                <C>              <C>                 <C>
1                                    N/A                N/A               N/A               N/A                 N/A


2
2A                                   N/A                N/A               N/A               N/A                 N/A
2B                                   N/A                N/A               N/A               N/A                 N/A
3                                    N/A                N/A               N/A               N/A                 N/A
4
4A                                   N/A                N/A               N/A               N/A                 N/A
4B                                   N/A                N/A               N/A               N/A                 N/A
5                                    N/A                N/A               N/A               N/A                 N/A
6                                    N/A                N/A               N/A               N/A                 N/A
7                                    N/A                N/A               416              $795               $1,168
8                                  $2,108             $2,516              58              $2,857              $4,361
9                                    N/A                N/A               N/A               N/A                 N/A
10                                   N/A                N/A               16              $1,702              $2,000
11                                   N/A                N/A               N/A               N/A                 N/A
12                                   N/A                N/A               220              $784               $1,120
13                                   N/A                N/A               N/A               N/A                 N/A

14                                   N/A                N/A               570              $425                $450
15                                   N/A                N/A               N/A               N/A                 N/A
16                                   N/A                N/A               78               $727                $845
17                                  $890              $1,079              101             $1,222              $1,590
18                                   N/A                N/A               148              $616               $1,370
19                                   N/A                N/A               N/A               N/A                 N/A
20                                   N/A                N/A               N/A               N/A                 N/A

21                                   N/A                N/A               N/A               N/A                 N/A
22                                   N/A                N/A               N/A               N/A                 N/A
23                                   N/A                N/A               N/A               N/A                 N/A
24                                   N/A                N/A               N/A               N/A                 N/A
25                                  $450               $490               157              $497                $616
26                                   N/A                N/A               192              $637               $1,450
27                                   N/A                N/A               N/A               N/A                 N/A
28                                   N/A                N/A               N/A               N/A                 N/A

29                                   N/A                N/A               N/A               N/A                 N/A
30                                   N/A                N/A               N/A               N/A                 N/A
31                                   N/A                N/A               N/A               N/A                 N/A
32                                   N/A                N/A               N/A               N/A                 N/A
33                                   N/A                N/A               N/A               N/A                 N/A
34                                   N/A                N/A               N/A               N/A                 N/A
35                                   N/A                N/A               N/A               N/A                 N/A
36                                   N/A                N/A               N/A               N/A                 N/A
37                                   N/A                N/A               N/A               N/A                 N/A
38                                  $430               $430               127              $544                $600
39                                   N/A                N/A               192              $487                $625
40                                   N/A                N/A               N/A               N/A                 N/A
41                                   N/A                N/A               144              $498                $622
42                                   N/A                N/A               112              $693                $714
43                                   N/A                N/A               N/A               N/A                 N/A
44                                   N/A                N/A               N/A               N/A                 N/A
45                                   N/A                N/A               N/A               N/A                 N/A
46                                   N/A                N/A               N/A               N/A                 N/A

47                                  $421               $795               160              $496                $619
48                                   N/A                N/A               30               $651                $700
49                                   N/A                N/A               N/A               N/A                 N/A
50                                   N/A                N/A               N/A               N/A                 N/A
51                                   N/A                N/A               N/A               N/A                 N/A
52                                   N/A                N/A               N/A               N/A                 N/A
53                                   N/A                N/A               N/A               N/A                 N/A
54                                   N/A                N/A               N/A               N/A                 N/A
55                                   N/A                N/A               116              $462                $520
56                                   N/A                N/A               N/A               N/A                 N/A
57                                   N/A                N/A               60               $673                $699
58                                   N/A                N/A               N/A               N/A                 N/A
59                                   N/A                N/A               N/A               N/A                 N/A
60                                   N/A                N/A               N/A               N/A                 N/A
61                                   N/A                N/A               N/A               N/A                 N/A
62
62A                                  N/A                N/A               N/A               N/A                 N/A
62B                                  N/A                N/A               N/A               N/A                 N/A
63                                   N/A                N/A               N/A               N/A                 N/A

64                                   N/A                N/A               N/A               N/A                 N/A
65                                   N/A                N/A               64               $373                $385
66                                   N/A                N/A               N/A               N/A                 N/A
67                                   N/A                N/A               N/A               N/A                 N/A
68                                   N/A                N/A               96               $579                $660
69                                   N/A                N/A               133              $438                $567
70                                   N/A                N/A               71               $518                $615
71                                   N/A                N/A               N/A               N/A                 N/A
72                                   N/A                N/A               N/A               N/A                 N/A
73                                   N/A                N/A               N/A               N/A                 N/A
74                                   N/A                N/A               N/A               N/A                 N/A
75                                   N/A                N/A               34               $472                $475
76                                   N/A                N/A               N/A               N/A                 N/A
77                                   N/A                N/A               40               $559                $575
78                                   N/A                N/A               N/A               N/A                 N/A
79                                   N/A                N/A               N/A               N/A                 N/A
80                                   N/A                N/A               N/A               N/A                 N/A
81                                   N/A                N/A               N/A               N/A                 N/A
82                                   N/A                N/A               N/A               N/A                 N/A
83                                   N/A                N/A               N/A               N/A                 N/A
84                                   N/A                N/A               N/A               N/A                 N/A
85                                   N/A                N/A               27               $614                $870
86                                   N/A                N/A               N/A               N/A                 N/A


87                                   N/A                N/A               N/A               N/A                 N/A
88                                   N/A                N/A               N/A               N/A                 N/A
89                                   N/A                N/A               12               $587                $595
90                                   N/A                N/A               76               $221               $1,025
91                                   N/A                N/A               N/A               N/A                 N/A
92                                   N/A                N/A               N/A               N/A                 N/A
93                                   N/A                N/A               92               $423                $425
94                                   N/A                N/A               N/A               N/A                 N/A
95                                   N/A                N/A               N/A               N/A                 N/A
96                                   N/A                N/A               N/A               N/A                 N/A
97                                   N/A                N/A               N/A               N/A                 N/A
98                                   N/A                N/A               12               $543                $550
99                                   N/A                N/A               N/A               N/A                 N/A
100                                  N/A                N/A               N/A               N/A                 N/A
101                                  N/A                N/A               N/A               N/A                 N/A


102                                  N/A                N/A               N/A               N/A                 N/A
103                                  N/A                N/A               96               $495                $525
104                                 $516               $575               10               $684                $760


105                                  N/A                N/A               25               $421                $475
106                                  N/A                N/A               N/A               N/A                 N/A
107                                  N/A                N/A               N/A               N/A                 N/A
108                                  N/A                N/A               24               $360                $365
109                                  N/A                N/A               N/A               N/A                 N/A
110                                  N/A                N/A               N/A               N/A                 N/A
111                                  N/A                N/A               N/A               N/A                 N/A
112                                  N/A                N/A               N/A               N/A                 N/A
113                                  N/A                N/A               18               $526                $535
114                                $1,499             $1,499              17              $1,340              $1,900
115                                  N/A                N/A               48               $553                $600
116                                  N/A                N/A               N/A               N/A                 N/A
117                                  N/A                N/A               N/A               N/A                 N/A
118                                  N/A                N/A               N/A               N/A                 N/A
119                                  N/A                N/A               N/A               N/A                 N/A
120                                  N/A                N/A               N/A               N/A                 N/A
121                                  N/A                N/A               N/A               N/A                 N/A
122                                  N/A                N/A               20               $500                $533
123                                  N/A                N/A               N/A               N/A                 N/A
124                                  N/A                N/A               N/A               N/A                 N/A
125                                  N/A                N/A               N/A               N/A                 N/A
126                                 $396               $400               35               $455                $485
127                                  N/A                N/A               N/A               N/A                 N/A
128                                  N/A                N/A               N/A               N/A                 N/A
129                                  N/A                N/A               28               $419                $440
130                                  N/A                N/A               N/A               N/A                 N/A
131                                  N/A                N/A               N/A               N/A                 N/A
132                                  N/A                N/A               N/A               N/A                 N/A
133                                  N/A                N/A               N/A               N/A                 N/A
134                                  N/A                N/A               N/A               N/A                 N/A
135                                  N/A                N/A               N/A               N/A                 N/A
136                                  N/A                N/A               N/A               N/A                 N/A
137                                  N/A                N/A               N/A               N/A                 N/A
138                                  N/A                N/A               N/A               N/A                 N/A
139                                  N/A                N/A               N/A               N/A                 N/A
140                                  N/A                N/A                8               $688                $700
141                                  N/A                N/A               N/A               N/A                 N/A
142                                  N/A                N/A               N/A               N/A                 N/A
143                                  N/A                N/A               N/A               N/A                 N/A
144                                 $402               $465               16               $469                $550
145                                 $811              $1,050              11               $958               $1,095
146                                  N/A                N/A                9               $870                $990
147                                 $385               $400               48               $495                $520
148                                  N/A                N/A               N/A               N/A                 N/A
149                                 $395               $395               24               $489                $495
150                                  N/A                N/A               16               $428                $495
151                                  N/A                N/A               N/A               N/A                 N/A
152                                  N/A                N/A               12               $765                $800
153                                  N/A                N/A               N/A               N/A                 N/A

Total/Weighted Average:


<CAPTION>
(i)


                                  Subject             Subject             Subject           Subject         Subject       Subject
                                    2 BR               2 BR                 2 BR             3 BR            3 BR          3 BR
#                                  Units             Avg. Rent           Max. Rent           Units         Avg. Rent     Max. Rent
---------------------------   ---------------   ------------------   -----------------   ------------   --------------   ---------
<S>                           <C>               <C>                  <C>                 <C>            <C>              <C>
1                                   N/A                 N/A                 N/A               N/A             N/A           N/A


2
2A                                  N/A                 N/A                 N/A               N/A             N/A           N/A
2B                                  N/A                 N/A                 N/A               N/A             N/A           N/A
3                                   N/A                 N/A                 N/A               N/A             N/A           N/A
4
4A                                  N/A                 N/A                 N/A               N/A             N/A           N/A
4B                                  N/A                 N/A                 N/A               N/A             N/A           N/A
5                                   N/A                 N/A                 N/A               N/A             N/A           N/A
6                                   N/A                 N/A                 N/A               N/A             N/A           N/A
7                                   231               $1,111              $1,432              15            $1,455        $1,564
8                                    28               $4,373              $5,500               2            $5,526        $5,800
9                                   N/A                 N/A                 N/A               N/A             N/A           N/A
10                                   16               $2,211              $2,700              N/A             N/A           N/A
11                                  N/A                 N/A                 N/A               N/A             N/A           N/A
12                                  178                $925               $1,255              40            $1,374        $1,815
13                                  N/A                 N/A                 N/A               N/A             N/A           N/A

14                                  240                $545                $610               N/A             N/A           N/A
15                                  N/A                 N/A                 N/A               N/A             N/A           N/A
16                                  197                $817                $975               157           $1,006        $2,900
17                                   14               $1,448              $1,495              N/A             N/A           N/A
18                                  136                $805                $935               16             $865         $1,110
19                                  N/A                 N/A                 N/A               N/A             N/A           N/A
20                                  N/A                 N/A                 N/A               N/A             N/A           N/A

21                                  N/A                 N/A                 N/A               N/A             N/A           N/A
22                                  N/A                 N/A                 N/A               N/A             N/A           N/A
23                                  N/A                 N/A                 N/A               N/A             N/A           N/A
24                                  N/A                 N/A                 N/A               N/A             N/A           N/A
25                                  135                $654                $764               N/A             N/A           N/A
26                                   84                $843               $1,050              N/A             N/A           N/A
27                                  N/A                 N/A                 N/A               N/A             N/A           N/A
28                                  N/A                 N/A                 N/A               N/A             N/A           N/A

29                                  N/A                 N/A                 N/A               N/A             N/A           N/A
30                                  N/A                 N/A                 N/A               N/A             N/A           N/A
31                                  N/A                 N/A                 N/A               N/A             N/A           N/A
32                                  N/A                 N/A                 N/A               N/A             N/A           N/A
33                                  N/A                 N/A                 N/A               N/A             N/A           N/A
34                                  N/A                 N/A                 N/A               N/A             N/A           N/A
35                                  N/A                 N/A                 N/A               N/A             N/A           N/A
36                                  N/A                 N/A                 N/A               106           $1,122        $1,312
37                                  N/A                 N/A                 N/A               N/A             N/A           N/A
38                                  145                $620                $675               N/A             N/A           N/A
39                                  104                $639                $715               N/A             N/A           N/A
40                                  108                $700                $935               44             $811          $995
41                                  120                $655                $741               N/A             N/A           N/A
42                                   88                $862                $906               N/A             N/A           N/A
43                                  N/A                 N/A                 N/A               N/A             N/A           N/A
44                                  N/A                 N/A                 N/A               N/A             N/A           N/A
45                                  N/A                 N/A                 N/A               N/A             N/A           N/A
46                                  N/A                 N/A                 N/A               N/A             N/A           N/A

47                                   52                $674                $765               N/A             N/A           N/A
48                                   80                $747                $800               28             $903          $950
49                                  N/A                 N/A                 N/A               N/A             N/A           N/A
50                                  N/A                 N/A                 N/A               N/A             N/A           N/A
51                                   58                $766                $810               57             $865          $920
52                                  N/A                 N/A                 N/A               N/A             N/A           N/A
53                                  N/A                 N/A                 N/A               N/A             N/A           N/A
54                                  N/A                 N/A                 N/A               N/A             N/A           N/A
55                                   68                $585                $605               N/A             N/A           N/A
56                                  N/A                 N/A                 N/A               N/A             N/A           N/A
57                                   60                $786                $849               N/A             N/A           N/A
58                                  N/A                 N/A                 N/A               N/A             N/A           N/A
59                                  N/A                 N/A                 N/A               N/A             N/A           N/A
60                                  N/A                 N/A                 N/A               N/A             N/A           N/A
61                                  N/A                 N/A                 N/A               N/A             N/A           N/A
62
62A                                 N/A                 N/A                 N/A               N/A             N/A           N/A
62B                                 N/A                 N/A                 N/A               N/A             N/A           N/A
63                                  N/A                 N/A                 N/A               N/A             N/A           N/A

64                                  N/A                 N/A                 N/A               N/A             N/A           N/A
65                                   78                $475                $475               27             $565          $565
66                                  N/A                 N/A                 N/A               N/A             N/A           N/A
67                                  N/A                 N/A                 N/A               N/A             N/A           N/A
68                                   56                $695                $745               N/A             N/A           N/A
69                                   77                $572                $649                1             $675          $675
70                                   89                $660                $750                8             $821          $840
71                                  N/A                 N/A                 N/A               N/A             N/A           N/A
72                                  N/A                 N/A                 N/A               N/A             N/A           N/A
73                                  N/A                 N/A                 N/A               N/A             N/A           N/A
74                                  N/A                 N/A                 N/A               N/A             N/A           N/A
75                                   68                $620                $625               36             $760          $775
76                                  N/A                 N/A                 N/A               N/A             N/A           N/A
77                                   48                $669                $690               12             $810          $825
78                                  N/A                 N/A                 N/A               N/A             N/A           N/A
79                                  N/A                 N/A                 N/A               N/A             N/A           N/A
80                                  N/A                 N/A                 N/A               N/A             N/A           N/A
81                                  N/A                 N/A                 N/A               N/A             N/A           N/A
82                                  N/A                 N/A                 N/A               N/A             N/A           N/A
83                                  N/A                 N/A                 N/A               N/A             N/A           N/A
84                                  N/A                 N/A                 N/A               N/A             N/A           N/A
85                                   81                $663                $945               N/A             N/A           N/A
86                                  N/A                 N/A                 N/A               N/A             N/A           N/A


87                                  N/A                 N/A                 N/A               N/A             N/A           N/A
88                                  N/A                 N/A                 N/A               N/A             N/A           N/A
89                                   48                $683                $705               N/A             N/A           N/A
90                                   38                $361               $1,325              N/A             N/A           N/A
91                                  N/A                 N/A                 N/A               N/A             N/A           N/A
92                                  N/A                 N/A                 N/A               N/A             N/A           N/A
93                                   50                $520                $550               N/A             N/A           N/A
94                                  N/A                 N/A                 N/A               N/A             N/A           N/A
95                                  N/A                 N/A                 N/A               N/A             N/A           N/A
96                                  N/A                 N/A                 N/A               N/A             N/A           N/A
97                                  N/A                 N/A                 N/A               N/A             N/A           N/A
98                                  101                $628                $690               11             $769          $800
99                                  N/A                 N/A                 N/A               N/A             N/A           N/A
100                                 N/A                 N/A                 N/A               N/A             N/A           N/A
101                                 N/A                 N/A                 N/A               N/A             N/A           N/A


102                                  48                $823                $900               N/A             N/A           N/A
103                                  30                $587                $625                8             $693          $700
104                                  1                 $960                $960                2            $1,318        $1,360


105                                  53                $594                $640               10             $703          $725
106                                 N/A                 N/A                 N/A               N/A             N/A           N/A
107                                 N/A                 N/A                 N/A               N/A             N/A           N/A
108                                  80                $410                $415               N/A             N/A           N/A
109                                 N/A                 N/A                 N/A               N/A             N/A           N/A
110                                 N/A                 N/A                 N/A               N/A             N/A           N/A
111                                 N/A                 N/A                 N/A               N/A             N/A           N/A
112                                 N/A                 N/A                 N/A               N/A             N/A           N/A
113                                  54                $583                $610               N/A             N/A           N/A
114                                  2                $2,300              $2,300              N/A             N/A           N/A
115                                  10                $667                $741               N/A             N/A           N/A
116                                 N/A                 N/A                 N/A               N/A             N/A           N/A
117                                 N/A                 N/A                 N/A               N/A             N/A           N/A
118                                 N/A                 N/A                 N/A               N/A             N/A           N/A
119                                 N/A                 N/A                 N/A               N/A             N/A           N/A
120                                 N/A                 N/A                 N/A               N/A             N/A           N/A
121                                 N/A                 N/A                 N/A               N/A             N/A           N/A
122                                  50                $538                $575               N/A             N/A           N/A
123                                 N/A                 N/A                 N/A               N/A             N/A           N/A
124                                 N/A                 N/A                 N/A               N/A             N/A           N/A
125                                 N/A                 N/A                 N/A               N/A             N/A           N/A
126                                  10                $601                $645               N/A             N/A           N/A
127                                 N/A                 N/A                 N/A               N/A             N/A           N/A
128                                 N/A                 N/A                 N/A               N/A             N/A           N/A
129                                  28                $469                $500               N/A             N/A           N/A
130                                 N/A                 N/A                 N/A               N/A             N/A           N/A
131                                 N/A                 N/A                 N/A               N/A             N/A           N/A
132                                 N/A                 N/A                 N/A               N/A             N/A           N/A
133                                 N/A                 N/A                 N/A               N/A             N/A           N/A
134                                 N/A                 N/A                 N/A               N/A             N/A           N/A
135                                 N/A                 N/A                 N/A               N/A             N/A           N/A
136                                  53                $607                $674               N/A             N/A           N/A
137                                 N/A                 N/A                 N/A               N/A             N/A           N/A
138                                 N/A                 N/A                 N/A               N/A             N/A           N/A
139                                 N/A                 N/A                 N/A               N/A             N/A           N/A
140                                  16                $788                $850               N/A             N/A           N/A
141                                 N/A                 N/A                 N/A               N/A             N/A           N/A
142                                 N/A                 N/A                 N/A               N/A             N/A           N/A
143                                 N/A                 N/A                 N/A               N/A             N/A           N/A
144                                  4                 $650                $650               N/A             N/A           N/A
145                                 N/A                 N/A                 N/A               N/A             N/A           N/A
146                                  7                 $905               $1,020              N/A             N/A           N/A
147                                  4                 $559                $575               N/A             N/A           N/A
148                                  28                $547                $565               N/A             N/A           N/A
149                                  6                 $614                $625               N/A             N/A           N/A
150                                  31                $523                $580                1             $565          $565
151                                  22                $492                $575               10             $650          $650
152                                  2                 $925                $950               N/A             N/A           N/A
153                                 N/A                 N/A                 N/A               N/A             N/A           N/A

Total/Weighted Average:


<CAPTION>
(i)


                                  Subject           Subject            Subject          Subject           Subject
                                   4 BR              4 BR               4 BR              5 BR              5BR
#                                  Units           Avg. Rent          Max. Rent          Units           Avg. Rent
---------------------------   --------------   ----------------   ----------------   -------------   ----------------
<S>                           <C>              <C>                <C>                <C>             <C>
1                                   N/A               N/A                N/A              N/A               N/A


2
2A                                  N/A               N/A                N/A              N/A               N/A
2B                                  N/A               N/A                N/A              N/A               N/A
3                                   N/A               N/A                N/A              N/A               N/A
4
4A                                  N/A               N/A                N/A              N/A               N/A
4B                                  N/A               N/A                N/A              N/A               N/A
5                                   N/A               N/A                N/A              N/A               N/A
6                                   N/A               N/A                N/A              N/A               N/A
7                                   N/A               N/A                N/A              N/A               N/A
8                                    2              $7,825             $7,825             N/A               N/A
9                                   N/A               N/A                N/A              N/A               N/A
10                                  N/A               N/A                N/A              N/A               N/A
11                                  N/A               N/A                N/A              N/A               N/A
12                                  N/A               N/A                N/A              N/A               N/A
13                                  N/A               N/A                N/A              N/A               N/A

14                                  N/A               N/A                N/A              N/A               N/A
15                                  N/A               N/A                N/A              N/A               N/A
16                                  N/A               N/A                N/A              N/A               N/A
17                                  N/A               N/A                N/A              N/A               N/A
18                                  N/A               N/A                N/A              N/A               N/A
19                                  N/A               N/A                N/A              N/A               N/A
20                                  N/A               N/A                N/A              N/A               N/A

21                                  N/A               N/A                N/A              N/A               N/A
22                                  N/A               N/A                N/A              N/A               N/A
23                                  N/A               N/A                N/A              N/A               N/A
24                                  N/A               N/A                N/A              N/A               N/A
25                                  N/A               N/A                N/A              N/A               N/A
26                                  N/A               N/A                N/A              N/A               N/A
27                                  N/A               N/A                N/A              N/A               N/A
28                                  N/A               N/A                N/A              N/A               N/A

29                                  N/A               N/A                N/A              N/A               N/A
30                                  N/A               N/A                N/A              N/A               N/A
31                                  N/A               N/A                N/A              N/A               N/A
32                                  N/A               N/A                N/A              N/A               N/A
33                                  N/A               N/A                N/A              N/A               N/A
34                                  N/A               N/A                N/A              N/A               N/A
35                                  N/A               N/A                N/A              N/A               N/A
36                                  N/A               N/A                N/A              N/A               N/A
37                                  N/A               N/A                N/A              N/A               N/A
38                                  N/A               N/A                N/A              N/A               N/A
39                                  N/A               N/A                N/A              N/A               N/A
40                                  N/A               N/A                N/A              N/A               N/A
41                                  N/A               N/A                N/A              N/A               N/A
42                                  N/A               N/A                N/A              N/A               N/A
43                                  N/A               N/A                N/A              N/A               N/A
44                                  N/A               N/A                N/A              N/A               N/A
45                                  N/A               N/A                N/A              N/A               N/A
46                                  N/A               N/A                N/A              N/A               N/A

47                                  N/A               N/A                N/A              N/A               N/A
48                                  N/A               N/A                N/A              N/A               N/A
49                                  N/A               N/A                N/A              N/A               N/A
50                                  N/A               N/A                N/A              N/A               N/A
51                                  N/A               N/A                N/A              N/A               N/A
52                                  N/A               N/A                N/A              N/A               N/A
53                                  N/A               N/A                N/A              N/A               N/A
54                                  N/A               N/A                N/A              N/A               N/A
55                                  N/A               N/A                N/A              N/A               N/A
56                                  N/A               N/A                N/A              N/A               N/A
57                                  N/A               N/A                N/A              N/A               N/A
58                                  N/A               N/A                N/A              N/A               N/A
59                                  N/A               N/A                N/A              N/A               N/A
60                                  N/A               N/A                N/A              N/A               N/A
61                                  N/A               N/A                N/A              N/A               N/A
62
62A                                 N/A               N/A                N/A              N/A               N/A
62B                                 N/A               N/A                N/A              N/A               N/A
63                                  N/A               N/A                N/A              N/A               N/A

64                                  N/A               N/A                N/A              N/A               N/A
65                                   8               $635               $635              N/A               N/A
66                                  N/A               N/A                N/A              N/A               N/A
67                                  N/A               N/A                N/A              N/A               N/A
68                                  N/A               N/A                N/A              N/A               N/A
69                                  N/A               N/A                N/A              N/A               N/A
70                                  N/A               N/A                N/A              N/A               N/A
71                                  N/A               N/A                N/A              N/A               N/A
72                                  N/A               N/A                N/A              N/A               N/A
73                                  N/A               N/A                N/A              N/A               N/A
74                                  N/A               N/A                N/A              N/A               N/A
75                                  N/A               N/A                N/A              N/A               N/A
76                                  N/A               N/A                N/A              N/A               N/A
77                                  N/A               N/A                N/A              N/A               N/A
78                                  N/A               N/A                N/A              N/A               N/A
79                                  N/A               N/A                N/A              N/A               N/A
80                                  N/A               N/A                N/A              N/A               N/A
81                                  N/A               N/A                N/A              N/A               N/A
82                                  N/A               N/A                N/A              N/A               N/A
83                                  N/A               N/A                N/A              N/A               N/A
84                                  N/A               N/A                N/A              N/A               N/A
85                                  N/A               N/A                N/A              N/A               N/A
86                                  N/A               N/A                N/A              N/A               N/A


87                                  N/A               N/A                N/A              N/A               N/A
88                                  N/A               N/A                N/A              N/A               N/A
89                                  N/A               N/A                N/A              N/A               N/A
90                                  N/A               N/A                N/A              N/A               N/A
91                                  N/A               N/A                N/A              N/A               N/A
92                                  N/A               N/A                N/A              N/A               N/A
93                                  N/A               N/A                N/A              N/A               N/A
94                                  N/A               N/A                N/A              N/A               N/A
95                                  N/A               N/A                N/A              N/A               N/A
96                                  N/A               N/A                N/A              N/A               N/A
97                                  N/A               N/A                N/A              N/A               N/A
98                                  N/A               N/A                N/A              N/A               N/A
99                                  N/A               N/A                N/A              N/A               N/A
100                                 N/A               N/A                N/A              N/A               N/A
101                                 N/A               N/A                N/A              N/A               N/A


102                                 N/A               N/A                N/A              N/A               N/A
103                                 N/A               N/A                N/A              N/A               N/A
104                                 N/A               N/A                N/A              N/A               N/A


105                                 N/A               N/A                N/A              N/A               N/A
106                                 N/A               N/A                N/A              N/A               N/A
107                                 N/A               N/A                N/A              N/A               N/A
108                                 N/A               N/A                N/A              N/A               N/A
109                                 N/A               N/A                N/A              N/A               N/A
110                                 N/A               N/A                N/A              N/A               N/A
111                                 N/A               N/A                N/A              N/A               N/A
112                                 N/A               N/A                N/A              N/A               N/A
113                                 N/A               N/A                N/A              N/A               N/A
114                                 N/A               N/A                N/A              N/A               N/A
115                                 N/A               N/A                N/A              N/A               N/A
116                                 N/A               N/A                N/A              N/A               N/A
117                                 N/A               N/A                N/A              N/A               N/A
118                                 N/A               N/A                N/A              N/A               N/A
119                                 N/A               N/A                N/A              N/A               N/A
120                                 N/A               N/A                N/A              N/A               N/A
121                                 N/A               N/A                N/A              N/A               N/A
122                                 N/A               N/A                N/A              N/A               N/A
123                                 N/A               N/A                N/A              N/A               N/A
124                                 N/A               N/A                N/A              N/A               N/A
125                                 N/A               N/A                N/A              N/A               N/A
126                                 N/A               N/A                N/A              N/A               N/A
127                                 N/A               N/A                N/A              N/A               N/A
128                                 N/A               N/A                N/A              N/A               N/A
129                                 N/A               N/A                N/A              N/A               N/A
130                                 N/A               N/A                N/A              N/A               N/A
131                                 N/A               N/A                N/A              N/A               N/A
132                                 N/A               N/A                N/A              N/A               N/A
133                                 N/A               N/A                N/A              N/A               N/A
134                                 N/A               N/A                N/A              N/A               N/A
135                                 N/A               N/A                N/A              N/A               N/A
136                                 N/A               N/A                N/A              N/A               N/A
137                                 N/A               N/A                N/A              N/A               N/A
138                                 N/A               N/A                N/A              N/A               N/A
139                                 N/A               N/A                N/A              N/A               N/A
140                                 N/A               N/A                N/A              N/A               N/A
141                                 N/A               N/A                N/A              N/A               N/A
142                                 N/A               N/A                N/A              N/A               N/A
143                                 N/A               N/A                N/A              N/A               N/A
144                                 N/A               N/A                N/A              N/A               N/A
145                                 N/A               N/A                N/A              N/A               N/A
146                                 N/A               N/A                N/A              N/A               N/A
147                                 N/A               N/A                N/A              N/A               N/A
148                                 N/A               N/A                N/A              N/A               N/A
149                                 N/A               N/A                N/A              N/A               N/A
150                                 N/A               N/A                N/A              N/A               N/A
151                                 N/A               N/A                N/A              N/A               N/A
152                                 N/A               N/A                N/A              N/A               N/A
153                                 N/A               N/A                N/A              N/A               N/A

Total/Weighted Average:


<CAPTION>
(i)


                                   Subject                             Major                              Major
                                    5 BR                             Tenant #1                           Tenant #1
#                                 Max. Rent                             Name                              Sq. Ft.
---------------------------   ----------------   --------------------------------------------------   --------------   -----
<S>                           <C>                <C>                                                  <C>              <C>
1                                    N/A                           Elder Beerman                          150,000


2
2A                                   N/A                          Marshall Field's                        288,596
2B                                   N/A                    St Joseph's (Mayfair Atrium)                  54,932
3                                    N/A                           Bloomingdale's                         228,986       (24)
4
4A                                   N/A                                N/A                                 N/A
4B                                   N/A                                N/A                                 N/A
5                                    N/A              California Department of Social Services            89,683
6                                    N/A                   Ralph's Grocery Company Store                  58,000
7                                    N/A                                N/A                                 N/A
8                                    N/A                                N/A                                 N/A
9                                    N/A                          Ashley Furniture                        35,246
10                                   N/A                           Plitt Theatres                         21,017
11                                   N/A                Metropolitan Life Insurance Company               154,776
12                                   N/A                                N/A                                 N/A
13                                   N/A                            Albertson's                           57,921

14                                   N/A                                N/A                                 N/A
15                                   N/A                         Saks Fifth Avenue                        37,425
16                                   N/A                                N/A                                 N/A
17                                   N/A                                N/A                                 N/A
18                                   N/A                                N/A                                 N/A
19                                   N/A                         Centex Home Equity                       30,000
20                                   N/A                           Adaptec, Inc.                          99,604

21                                   N/A                         Delphi Corporation                       222,597
22                                   N/A                   Anaheim Memorial Medical Cntr                  11,544
23                                   N/A                    Center for Special Surgery                    10,000
24                                   N/A                                N/A                                 N/A
25                                   N/A                                N/A                                 N/A
26                                   N/A                                N/A                                 N/A
27                                   N/A                        EMD Pharmaceuticals                       44,374
28                                   N/A                    Blackboard Campuswide, Inc.                   55,411

29                                   N/A                                N/A                                 N/A
30                                   N/A                                N/A                                 N/A
31                                   N/A                                N/A                                 N/A
32                                   N/A                                N/A                                 N/A
33                                   N/A                      Beall's Department Store                    54,379
34                                   N/A                              Borders                             18,538
35                                   N/A                      Foster Printing Company                     39,695
36                                   N/A                                N/A                                 N/A
37                                   N/A                              Best Buy                            52,644
38                                   N/A                                N/A                                 N/A
39                                   N/A                                N/A                                 N/A
40                                   N/A                                N/A                                 N/A
41                                   N/A                                N/A                                 N/A
42                                   N/A                                N/A                                 N/A
43                                   N/A                                N/A                                 N/A
44                                   N/A                           Piggly Wiggly                          40,500
45                                   N/A         St. Jude Heritage Health Foundation dba St. Joseph       61,640
46                                   N/A                          Haynes Furniture                        200,000

47                                   N/A                                N/A                                 N/A
48                                   N/A                                N/A                                 N/A
49                                   N/A                        San Clemente Medical                      13,761
50                                   N/A                    Value City Department Stores                  99,574
51                                   N/A                                N/A                                 N/A
52                                   N/A                       QuadraMed Corporation                      41,306
53                                   N/A                       Central Medical Group                       6,166
54                                   N/A                            Anh Minh Mkt                           4,700
55                                   N/A                                N/A                                 N/A
56                                   N/A                Guertin Elkerton & Associates, Inc.                8,469
57                                   N/A                                N/A                                 N/A
58                                   N/A                                N/A                                 N/A
59                                   N/A                         Tops Markets, LLC                        57,357
60                                   N/A                             La Mansion                           13,000
61                                   N/A             Danish Inspirations of Overland Park, Inc.           15,006
62
62A                                  N/A                             The Avenue                            5,688
62B                                  N/A                         Catherine's, Inc.                         5,790
63                                   N/A                      USP Remote Coding Center                    18,689

64                                   N/A                          Baby Superstore                         43,000
65                                   N/A                                N/A                                 N/A
66                                   N/A                                N/A                                 N/A
67                                   N/A                              Sizzler                              6,600
68                                   N/A                                N/A                                 N/A
69                                   N/A                                N/A                                 N/A
70                                   N/A                                N/A                                 N/A
71                                   N/A                      Meridian One Corporation                    28,657
72                                   N/A                             Food Lion                            33,807
73                                   N/A                             Food Lion                            37,930
74                                   N/A             San Diego County Superindendent of Schools            5,400
75                                   N/A                                N/A                                 N/A
76                                   N/A                            Martino Tire                           7,058
77                                   N/A                                N/A                                 N/A
78                                   N/A                            Target Sales                          29,000
79                                   N/A                     Glen Construction Company                    14,782
80                                   N/A                            Hobby Lobby                           55,135
81                                   N/A                           C&M Marine Pro                          2,800
82                                   N/A               The PNC Financial Services Group, Inc.             13,110
83                                   N/A                               Aniden                              6,487
84                                   N/A                      Platinum One Enterprises                    10,337
85                                   N/A                                N/A                                 N/A
86                                   N/A                       CSK Auto Inc. (Kragen)                      5,660


87                                   N/A                                N/A                                 N/A
88                                   N/A                         Eckerd's Drugstore                       11,760
89                                   N/A                                N/A                                 N/A
90                                   N/A                                N/A                                 N/A
91                                   N/A                         Arabian Towncenter                        6,125
92                                   N/A                       Regent Financial Corp                       7,404
93                                   N/A                                N/A                                 N/A
94                                   N/A                             Century 21                            3,945
95                                   N/A                          Food Lion, Inc.                         33,000
96                                   N/A                               Kroger                             45,133
97                                   N/A                    Dr. Jacobi & Walden, DDS, PC                   2,600
98                                   N/A                                N/A                                 N/A
99                                   N/A                         Dr. Alan Goral DDS                        3,001
100                                  N/A                             Food Lion                            33,558
101                                  N/A                             Sleep City                            4,087


102                                  N/A                                N/A                                 N/A
103                                  N/A                                N/A                                 N/A
104                                  N/A                                N/A                                 N/A


105                                  N/A                                N/A                                 N/A
106                                  N/A                         Yorkville Emporium                        1,700
107                                  N/A                       Chipotle Mexican Grill                      2,508
108                                  N/A                                N/A                                 N/A
109                                  N/A                                N/A                                 N/A
110                                  N/A                         Casanova Meat Co.                         5,760
111                                  N/A                         Eckerd's Drugstore                       11,347
112                                  N/A                 College of Information Technology                 6,354
113                                  N/A                                N/A                                 N/A
114                                  N/A                                N/A                                 N/A
115                                  N/A                                N/A                                 N/A
116                                  N/A                           Baird & Warner                          3,162
117                                  N/A                                N/A                                 N/A
118                                  N/A                           Take One Video                          3,000
119                                  N/A                    W.E. Stevens & Company, P.C.                   3,975
120                                  N/A                         Town & Country IGA                       15,472
121                                  N/A                           AT&T Wireless                           4,000
122                                  N/A                                N/A                                 N/A
123                                  N/A                                N/A                                 N/A
124                                  N/A                             Sprint PCS                            3,224
125                                  N/A                          Filippi's Pizza                          4,032
126                                  N/A                                N/A                                 N/A
127                                  N/A                                N/A                                 N/A
128                                  N/A                                N/A                                 N/A
129                                  N/A                                N/A                                 N/A
130                                  N/A                     Summerfield, Willen, Esq.                     3,503
131                                  N/A                               Subway                              1,600
132                                  N/A                        Patelco Credit Union                       3,500
133                                  N/A                   Express Automotive Certificate                  3,428
134                                  N/A                                N/A                                 N/A
135                                  N/A                       Smart Enterprises, LLC                      3,679
136                                  N/A                                N/A                                 N/A
137                                  N/A                        Components and More                       23,032
138                                  N/A                           Futon Factory                           2,160
139                                  N/A                                N/A                                 N/A
140                                  N/A                                N/A                                 N/A
141                                  N/A                      Western General Mortgage                     1,158
142                                  N/A                         Arcadis G&M, Inc.                         6,281
143                                  N/A                           Payless Shoes                           2,700
144                                  N/A                                N/A                                 N/A
145                                  N/A                                N/A                                 N/A
146                                  N/A                                N/A                                 N/A
147                                  N/A                                N/A                                 N/A
148                                  N/A                                N/A                                 N/A
149                                  N/A                                N/A                                 N/A
150                                  N/A                                N/A                                 N/A
151                                  N/A                                N/A                                 N/A
152                                  N/A                                N/A                                 N/A
153                                  N/A                        Brooker Engineering                        2,390

Total/Weighted Average:


<CAPTION>
(i)


                                        Major                                Major                          Major
                                    Tenant #1 Lease                        Tenant #2                      Tenant #2
#                                   Expiration Date                           Name                         Sq. Ft.
---------------------------   --------------------------   -----------------------------------------   ---------------   -----
<S>                           <C>                          <C>                                         <C>               <C>
1                                     10/31/2013                            Lazarus                        149,412        (24)


2
2A                                     1/31/2007                          AMC Theater                       89,149
2B                                     9/30/2008              Aurora Health Care (Mayfair Atrium)           32,118
3                                      2/28/2029                             Macy's                        225,830        (24)
4
4A                                        N/A                                 N/A                            N/A
4B                                        N/A                                 N/A                            N/A
5                                      7/1/2004                     Wilshire Business Center                50,887
6                                      5/31/2022                   L.A. Fitness International               46,300
7                                         N/A                                 N/A                            N/A
8                                         N/A                                 N/A                            N/A
9                                     11/19/2011                      Spencer's Appliance                   16,130
10                                    10/31/2009                   Morgan Stanley Dean Witter               16,551
11                                     6/30/2016                              N/A                            N/A
12                                        N/A                                 N/A                            N/A
13                                     2/1/2018                             Rite Aid                        42,352

14                                        N/A                                 N/A                            N/A
15                                     11/1/2016                              N/A                            N/A
16                                        N/A                                 N/A                            N/A
17                                        N/A                                 N/A                            N/A
18                                        N/A                                 N/A                            N/A
19                                     6/14/2008                      CH2M Hill Industries                  22,482
20                                     4/30/2008                       Anteon Corporation                   21,499

21                                     3/31/2008                              N/A                            N/A
22                                     8/1/2006                      Anaheim Therapy Svcs.                  4,681
23                                     6/30/2013                 Post Surgical Recovery Center              10,000
24                                        N/A                                 N/A                            N/A
25                                        N/A                                 N/A                            N/A
26                                        N/A                                 N/A                            N/A
27                                     1/31/2006                         Wachovia Bank                      18,596
28                                     1/31/2008                   Performance Software, Inc.               9,067

29                                        N/A                                 N/A                            N/A
30                                        N/A                                 N/A                            N/A
31                                        N/A                                 N/A                            N/A
32                                        N/A                                 N/A                            N/A
33                                    10/31/2022                       Publix Supermarket                   55,400
34                                     1/31/2010                      Express/Express Men                   12,882
35                                    12/31/2005                    Smith Lithographic Arts                 18,903
36                                        N/A                                 N/A                            N/A
37                                     1/31/2015                      Lucky Key Restaurant                  5,606
38                                        N/A                                 N/A                            N/A
39                                        N/A                                 N/A                            N/A
40                                        N/A                                 N/A                            N/A
41                                        N/A                                 N/A                            N/A
42                                        N/A                                 N/A                            N/A
43                                        N/A                                 N/A                            N/A
44                                     6/30/2013                            Goodwill                        18,470
45                                    10/29/2010                              N/A                            N/A
46                                    11/30/2020                         Harbor Freight                     12,000

47                                        N/A                                 N/A                            N/A
48                                        N/A                                 N/A                            N/A
49                                     6/30/2017                       Saddleback Medical                   13,761
50                                     1/31/2016                      Value City Furniture                  49,718
51                                        N/A                                 N/A                            N/A
52                                     5/21/2008                 Danh Truong & Tasia Le Truong              30,000
53                                     6/30/2012                        Western Urologic                    4,808
54                                     9/30/2003                     Nguyen Hue Restaurant                  2,760
55                                        N/A                                 N/A                            N/A
56                                     7/1/2008            NorthShore Cataract and Laser Center, LLC        8,271
57                                        N/A                                 N/A                            N/A
58                                        N/A                                 N/A                            N/A
59                                     9/30/2026                       Blockbuster, Inc.                    5,208
60                                    10/31/2010                      Family Dollar Store                   11,934
61                                    10/31/2008                        Dimensions, Inc.                    4,000
62
62A                                    1/31/2014                            Wendy's                         3,300
62B                                   10/31/2008                            Coconuts                        4,000
63                                     6/22/2005                      M & L Pharmaceutical                  14,650

64                                     7/1/2006                           Bi-Lo, Inc.                       42,317
65                                        N/A                                 N/A                            N/A
66                                        N/A                                 N/A                            N/A
67                                    12/31/2010                     Goodyear Tire & Rubber                 6,380
68                                        N/A                                 N/A                            N/A
69                                        N/A                                 N/A                            N/A
70                                        N/A                                 N/A                            N/A
71                                     8/31/2009                     Water Management, Inc.                 14,968
72                                     6/1/2023                          Family Dollar                      8,000
73                                     2/28/2021                         Dollar General                     7,700
74                                     3/15/2009                     Kentucky Fried Chicken                 4,500
75                                        N/A                                 N/A                            N/A
76                                    11/30/2012                           Jiffy Lube                       4,200
77                                        N/A                                 N/A                            N/A
78                                     1/18/2011                        Vintage Cleaners                    8,140
79                                     4/30/2006                     The Roof Center, Inc.                  8,757
80                                    12/31/2011                        Media Play Group                    36,000
81                                        MTM                             Mario Moreno                      2,620
82                                     6/30/2018                              N/A                            N/A
83                                     6/1/2005                     Woodfill & Pressler, LLP                6,457
84                                     1/31/2005                        Chief Automotive                    8,569
85                                        N/A                                 N/A                            N/A
86                                     8/31/2012                          Carpet Store                      2,003


87                                        N/A                                 N/A                            N/A
88                                     9/11/2027                              N/A                            N/A
89                                        N/A                                 N/A                            N/A
90                                        N/A                                 N/A                            N/A
91                                     8/31/2006                      Al Ajami Restaurant                   5,200
92                                     3/31/2007                     Midwest Spine, L.L.C.                  6,990
93                                        N/A                                 N/A                            N/A
94                                     6/30/2006                         Sylvan Center                      2,008
95                                     5/4/2019                        Ballet Arts Studio                   1,920
96                                     3/31/2012                           Peg's Pets                       2,400
97                                     3/31/2008                        Oxford Cleaners                     1,800
98                                        N/A                                 N/A                            N/A
99                                     5/31/2005                         Title America                      2,655
100                                    2/2/2016                          Dollar General                     8,450
101                                    9/30/2008                     Quizno's Classic Subs                  1,617


102                                       N/A                                 N/A                            N/A
103                                       N/A                                 N/A                            N/A
104                                       N/A                                 N/A                            N/A


105                                       N/A                                 N/A                            N/A
106                                    3/1/2004                           JEJ Cleaners                       200
107                                    5/1/2018                        T-Mobile USA, Inc.                   2,500
108                                       N/A                                 N/A                            N/A
109                                       N/A                                 N/A                            N/A
110                                    5/31/2008                         Stone Surfaces                     3,200
111                                    3/25/2023                              N/A                            N/A
112                                       MTM                         Christian Law Center                  1,977
113                                       N/A                                 N/A                            N/A
114                                       N/A                                 N/A                            N/A
115                                       N/A                                 N/A                            N/A
116                                    8/31/2007                         Shins Cleaners                     1,598
117                                       N/A                                 N/A                            N/A
118                                   12/31/2004                    Southland Title Company                 1,800
119                                    3/31/2005                           Adams Inc.                       3,191
120                                   12/31/2015                       Top Value Hardware                   11,541
121                                   10/31/2008                         Games Exchange                     2,960
122                                       N/A                                 N/A                            N/A
123                                       N/A                                 N/A                            N/A
124                                   12/31/2006                         Pearle Vision                      1,797
125                                   10/31/2004                       Faiez "Paul" Kato                    2,000
126                                       N/A                                 N/A                            N/A
127                                       N/A                                 N/A                            N/A
128                                       N/A                                 N/A                            N/A
129                                       N/A                                 N/A                            N/A
130                                    6/30/2008                     Wilner & Scherr, P.A.                  1,534
131                                    2/28/2007                         More Than Mail                     1,600
132                                   11/30/2011                         CPS Properties                     2,627
133                                    5/31/2005                  California Freight Handlers               6,962
134                                       N/A                                 N/A                            N/A
135                                    1/31/2007                  Great Plains One Call, Inc.               2,625
136                                       N/A                                 N/A                            N/A
137                                   12/31/2004                      Dymatize Enterprises                  19,869
138                                   12/31/2003                         Togo's Eatery                      1,935
139                                       N/A                                 N/A                            N/A
140                                       N/A                                 N/A                            N/A
141                                    5/14/2005                        Promote La Jolla                     550
142                                    7/31/2005                   Copy Duplicating Products                3,022
143                                   11/30/2005                        The Check Store                     1,562
144                                       N/A                                 N/A                            N/A
145                                       N/A                                 N/A                            N/A
146                                       N/A                                 N/A                            N/A
147                                       N/A                                 N/A                            N/A
148                                       N/A                                 N/A                            N/A
149                                       N/A                                 N/A                            N/A
150                                       N/A                                 N/A                            N/A
151                                       N/A                                 N/A                            N/A
152                                       N/A                                 N/A                            N/A
153                                    5/31/2005                      Suffern Green Grocer                  1,500

Total/Weighted Average:


<CAPTION>
(i)


                                        Major                                 Major                            Major
                                   Tenant #2 Lease                           Tenant #3                        Tenant #3
#                                  Expiration Date                             Name                            Sq. Ft.
---------------------------   -------------------------   ----------------------------------------------   --------------   -----
<S>                           <C>                         <C>                                              <C>              <C>
1                                     1/31/2015                              Parisian                          130,199


2
2A                                    4/30/2019                           Barnes & Noble                       30,925
2B                                    11/30/2011          Firstar Bank Milwaukee NA (Mayfair Bank Tower)       11,512
3                                     2/28/2029                              Nordstrom                         180,000       (24)
4
4A                                       N/A                                    N/A                              N/A
4B                                       N/A                                    N/A                              N/A
5                                     12/31/2006           Los Angeles Department of Building and Safety       36,698
6                                     8/30/2017                 Longs Drug Stores California, Inc.             23,112
7                                        N/A                                    N/A                              N/A
8                                        N/A                                    N/A                              N/A
9                                     6/29/2013                            World Design                        10,862
10                                    1/19/2007                       Red Bull North America                   12,485
11                                       N/A                                    N/A                              N/A
12                                       N/A                                    N/A                              N/A
13                                    11/1/2005                             Loehmann's                         15,000

14                                       N/A                                    N/A                              N/A
15                                       N/A                                    N/A                              N/A
16                                       N/A                                    N/A                              N/A
17                                       N/A                                    N/A                              N/A
18                                       N/A                                    N/A                              N/A
19                                    3/31/2005                        Agilent Technologies                    13,506
20                                    7/31/2006                    Pulau Electronics Corporation               15,995

21                                       N/A                                    N/A                              N/A
22                                     8/1/2008                     US Dept of Veteran Affairs                  4,332
23                                    6/30/2013                         Barry Schwartz, MD                      3,812
24                                       N/A                                    N/A                              N/A
25                                       N/A                                    N/A                              N/A
26                                       N/A                                    N/A                              N/A
27                                    10/31/2006                           Merrill Lynch                        9,116
28                                    6/30/2004                     D.H. Blattner & Sons, Inc.                  5,336

29                                       N/A                                    N/A                              N/A
30                                       N/A                                    N/A                              N/A
31                                       N/A                                    N/A                              N/A
32                                       N/A                                    N/A                              N/A
33                                    4/30/2017                           Tropical Realty                       5,400
34                                    1/31/2009                           Joseph A. Bank                        5,150
35                                    7/31/2007                      Cavalry Chapel of Tustin                  14,516
36                                       N/A                                    N/A                              N/A
37                                    11/30/2015                         Catherine's, Inc.                      4,160
38                                       N/A                                    N/A                              N/A
39                                       N/A                                    N/A                              N/A
40                                       N/A                                    N/A                              N/A
41                                       N/A                                    N/A                              N/A
42                                       N/A                                    N/A                              N/A
43                                       N/A                                    N/A                              N/A
44                                    1/31/2010                            Eckerd Drugs                        10,908
45                                       N/A                                    N/A                              N/A
46                                    5/14/2008                                Duron                            3,420

47                                       N/A                                    N/A                              N/A
48                                       N/A                                    N/A                              N/A
49                                    6/30/2017                                 N/A                              N/A
50                                    1/31/2016                         Jo-Ann Stores, Inc.                    46,160
51                                       N/A                                    N/A                              N/A
52                                     4/9/2011                    Computer Education Institute                19,312
53                                       MTM                              OB-Gyn Medical                        4,270
54                                    10/31/2006                        D. Khanh Restaurant                     2,270
55                                       N/A                                    N/A                              N/A
56                                    12/1/2007            Hospital Billing & Collection Services, Ltd.         4,600
57                                       N/A                                    N/A                              N/A
58                                       N/A                                    N/A                              N/A
59                                    2/28/2013                        Second National Bank                     4,645
60                                    4/29/2010                       Sherwin William's #8064                   5,000
61                                    11/30/2006                        Cutting Loose, Inc.                     3,141
62
62A                                   9/11/2007                       Physiotherapy Associate                   3,175
62B                                   8/31/2008                       BJ's Market and Bakery                    3,600
63                                    8/31/2005                            Cheung Ja Kim                       13,200

64                                     9/1/2016                         Western Auto Supply                    10,560
65                                       N/A                                    N/A                              N/A
66                                       N/A                                    N/A                              N/A
67                                    9/30/2005                        Bright Star Preschool                    4,320
68                                       N/A                                    N/A                              N/A
69                                       N/A                                    N/A                              N/A
70                                       N/A                                    N/A                              N/A
71                                    5/31/2008                           ABM Industries                        8,677
72                                    12/31/2008                              Subway                            1,300
73                                    4/30/2008                                 N/A                              N/A
74                                    12/31/2020                   Cabrillo Federal Credit Union                2,400
75                                       N/A                                    N/A                              N/A
76                                    8/31/2017                             Brake World                         4,174
77                                       N/A                                    N/A                              N/A
78                                    10/31/2011                              IMATEK                            8,505
79                                    2/28/2007                          Buchanan Partners                      6,273
80                                    1/31/2008                            Boston Market                        2,944
81                                    10/31/2003                      Practical Counter Tops                    2,560
82                                       N/A                                    N/A                              N/A
83                                     3/1/2009                     Brent Coon & Associates, PC                 6,075
84                                    11/30/2003                        Lighthouse Resource                     8,402
85                                       N/A                                    N/A                              N/A
86                                    3/31/2008                          Curves for Women                       1,753


87                                       N/A                                    N/A                              N/A
88                                       N/A                                    N/A                              N/A
89                                       N/A                                    N/A                              N/A
90                                       N/A                                    N/A                              N/A
91                                    5/31/2015                     Arab American Child Center                  4,489
92                                    6/14/2008                        Quick & McFarlin, PC                     3,532
93                                       N/A                                    N/A                              N/A
94                                    8/31/2004                                SDSU                             1,876
95                                    10/31/2003                         Qwik Pack & Ship                       1,920
96                                     5/1/2004                             Jag's Salon                         1,200
97                                    3/31/2008                          Chuen & Ying Ong                       1,600
98                                       N/A                                    N/A                              N/A
99                                    6/14/2007                           Fairfield Homes                       2,640
100                                   12/31/2005                         Monterrey Mexican                      4,320
101                                   7/31/2007                             Wolf Coffee                         1,555


102                                      N/A                                    N/A                              N/A
103                                      N/A                                    N/A                              N/A
104                                      N/A                                    N/A                              N/A


105                                      N/A                                    N/A                              N/A
106                                   12/1/2003                                 N/A                              N/A
107                                    4/1/2013                              Starbucks                          1,500
108                                      N/A                                    N/A                              N/A
109                                      N/A                                    N/A                              N/A
110                                   1/30/2006                           Golbin Studios                        2,880
111                                      N/A                                    N/A                              N/A
112                                      MTM                      Gati Tax & Business Consultant                1,188
113                                      N/A                                    N/A                              N/A
114                                      N/A                                    N/A                              N/A
115                                      N/A                                    N/A                              N/A
116                                   6/30/2011                         Randall Oaks Animal                     1,467
117                                      N/A                                    N/A                              N/A
118                                   12/31/2006                         Wilkins Cleaners                       1,530
119                                   6/30/2005                        Omaha Foot Specialist                    3,147
120                                   12/31/2015                          Dollar General                        8,000
121                                   3/14/2005                          Pediatric Dental                       2,400
122                                      N/A                                    N/A                              N/A
123                                      N/A                                    N/A                              N/A
124                                   12/30/2011                           Gentle Dental                        1,756
125                                   6/14/2007                    Don Lucio's Mexican Fast Food                1,606
126                                      N/A                                    N/A                              N/A
127                                      N/A                                    N/A                              N/A
128                                      N/A                                    N/A                              N/A
129                                      N/A                                    N/A                              N/A
130                                   6/30/2009                   Howard Kahn & Associates, P.A.                1,488
131                                   4/30/2008                           Oxford Cleaners                       1,600
132                                   4/30/2008                            Cash Station                         1,008
133                                   6/30/2005                          Larson Irrigation                      5,948
134                                      N/A                                    N/A                              N/A
135                                    2/8/2005                         Honorable Lee Terry                     2,547
136                                      N/A                                    N/A                              N/A
137                                   7/31/2005                        Acclivus Corporation                    10,981
138                                   2/28/2006                           Mabury Cleaners                       1,720
139                                      N/A                                    N/A                              N/A
140                                      N/A                                    N/A                              N/A
141                                   8/31/2005                            Mark Lippman                          422
142                                   12/31/2005                         DH Investment Co.                      2,855
143                                   1/31/2005                          Papa John's Pizza                      1,500
144                                      N/A                                    N/A                              N/A
145                                      N/A                                    N/A                              N/A
146                                      N/A                                    N/A                              N/A
147                                      N/A                                    N/A                              N/A
148                                      N/A                                    N/A                              N/A
149                                      N/A                                    N/A                              N/A
150                                      N/A                                    N/A                              N/A
151                                      N/A                                    N/A                              N/A
152                                      N/A                                    N/A                              N/A
153                                   7/31/2006                           K.R. Securities                       1,170

Total/Weighted Average:


<CAPTION>
(i)


                                        Major                 Initial
                                   Tenant #3 Lease             Other
#                                  Expiration Date            Reserve
---------------------------   -------------------------   ---------------
<S>                           <C>                         <C>
1                                     1/31/2014                       N/A


2                                                                     N/A
2A                                    1/31/2014
2B                                    12/31/2005
3                                     10/31/2010                      N/A
4                                                                     N/A
4A                                       N/A
4B                                       N/A
5                                      1/1/2008                $2,000,000
6                                     6/30/2022                  $675,632
7                                        N/A                          N/A
8                                        N/A                          N/A
9                                     11/18/2006                      N/A
10                                    3/31/2006                   $53,825
11                                       N/A                          N/A
12                                       N/A                          N/A
13                                    10/1/2007                  $235,279

14                                       N/A                          N/A
15                                       N/A                          N/A
16                                       N/A                          N/A
17                                       N/A                          N/A
18                                       N/A                          N/A
19                                    1/31/2006                       N/A
20                                    12/31/2005                      N/A

21                                       N/A                     $500,000
22                                     9/1/2008                       N/A
23                                    4/30/2006                       N/A
24                                       N/A                          N/A
25                                       N/A                          N/A
26                                       N/A                          N/A
27                                    11/30/2010                      N/A
28                                    4/30/2004                       N/A

29                                       N/A                          N/A
30                                       N/A                          N/A
31                                       N/A                          N/A
32                                       N/A                          N/A
33                                    2/28/2008                       N/A
34                                    1/31/2006                       N/A
35                                    11/30/2007                      N/A
36                                       N/A                       $1,000
37                                    2/28/2006                       N/A
38                                       N/A                          N/A
39                                       N/A                          N/A
40                                       N/A                          N/A
41                                       N/A                          N/A
42                                       N/A                          N/A
43                                       N/A                          N/A
44                                    3/14/2020                       N/A
45                                       N/A                      $25,000
46                                    1/31/2008                    $9,350

47                                       N/A                          N/A
48                                       N/A                          N/A
49                                       N/A                          N/A
50                                    1/31/2010                       N/A
51                                       N/A                          N/A
52                                     2/1/2009                  $250,000
53                                    4/30/2004                       N/A
54                                    12/31/2004                      N/A
55                                       N/A                          N/A
56                                     1/1/2004                   $63,518
57                                       N/A                          N/A
58                                       N/A                          N/A
59                                    11/30/2012                      N/A
60                                    4/30/2004                       N/A
61                                    7/31/2009                       N/A
62                                                                    N/A
62A                                   11/30/2005
62B                                   11/30/2006
63                                    4/30/2007                       N/A

64                                     5/1/2004                       N/A
65                                       N/A                          N/A
66                                       N/A                          N/A
67                                    6/30/2005                    $5,000
68                                       N/A                          N/A
69                                       N/A                          N/A
70                                       N/A                          N/A
71                                    6/30/2012                       N/A
72                                    5/31/2006                  $250,000
73                                       N/A                          N/A
74                                    4/30/2004                       N/A
75                                       N/A                          N/A
76                                    9/30/2012                       N/A
77                                       N/A                          N/A
78                                    8/31/2011                       N/A
79                                    12/31/2008                      N/A
80                                    5/25/2010                  $126,645
81                                    12/31/2003                      N/A
82                                       N/A                          N/A
83                                    12/1/2007                       N/A
84                                    3/31/2004                       N/A
85                                       N/A                          N/A
86                                    9/30/2007                       N/A


87                                       N/A                          N/A
88                                       N/A                          N/A
89                                       N/A                          N/A
90                                       N/A                          N/A
91                                    7/31/2012                       N/A
92                                    1/31/2008                   $40,000
93                                       N/A                          N/A
94                                    6/30/2005                    $1,738
95                                    5/31/2007                       N/A
96                                    9/30/2004                       N/A
97                                    8/31/2013                       N/A
98                                       N/A                          N/A
99                                    4/30/2008                       N/A
100                                   12/31/2006                      N/A
101                                   9/30/2007                       N/A


102                                      N/A                      $68,470
103                                      N/A                      $13,500
104                                      N/A                          N/A


105                                      N/A                          N/A
106                                      N/A                          N/A
107                                    4/1/2013                   $28,000
108                                      N/A                          N/A
109                                      N/A                          N/A
110                                   5/31/2007                       N/A
111                                      N/A                          N/A
112                                      MTM                          N/A
113                                      N/A                      $26,250
114                                      N/A                          N/A
115                                      N/A                          N/A
116                                   6/30/2007                       N/A
117                                      N/A                          N/A
118                                    1/1/2005                       N/A
119                                   6/30/2005                       N/A
120                                   6/30/2006                       N/A
121                                   8/31/2003                       N/A
122                                      N/A                          N/A
123                                      N/A                          N/A
124                                   9/19/2011                       N/A
125                                   6/14/2005                       N/A
126                                      N/A                          N/A
127                                      N/A                          N/A
128                                      N/A                          N/A
129                                      N/A                          N/A
130                                   6/30/2005                       N/A
131                                   11/30/2006                      N/A
132                                   11/30/2006                      N/A
133                                   10/31/2004                      N/A
134                                      N/A                          N/A
135                                   12/31/2005                      N/A
136                                      N/A                          N/A
137                                   2/29/2004                   $55,000
138                                   10/31/2009                      N/A
139                                      N/A                          N/A
140                                      N/A                          N/A
141                                   1/19/2005                       N/A
142                                   12/31/2005                      N/A
143                                   4/30/2004                       N/A
144                                      N/A                          N/A
145                                      N/A                          N/A
146                                      N/A                          N/A
147                                      N/A                          N/A
148                                      N/A                          N/A
149                                      N/A                          N/A
150                                      N/A                          N/A
151                                      N/A                          N/A
152                                      N/A                          N/A
153                                   8/31/2005                       N/A

Total/Weighted Average:


<CAPTION>
(i)


                                                        Initial Other
                                                           Reserve
#                                                        Description
---------------------------   -----------------------------------------------------------------------
<S>                           <C>
1                             N/A


2                             N/A
2A
2B
3                             N/A
4                             N/A
4A
4B
5                             Stabilization Reserve
6                             First Generation Rollover Reserve Fund
7                             N/A
8                             N/A
9                             N/A
10                            Morgan Stanley Reserve
11                            N/A
12                            N/A
13                            Allowance Reserve ($49,850), Paving Reserve ($77,928.75), Lucky Reserve
                              ($7,500), and ADA Reserve ($100,000)
14                            N/A
15                            N/A
16                            N/A
17                            N/A
18                            N/A
19                            N/A
20                            N/A

21                            Delphi Lease Escrow
22                            N/A
23                            N/A
24                            N/A
25                            N/A
26                            N/A
27                            N/A
28                            N/A

29                            N/A
30                            N/A
31                            N/A
32                            N/A
33                            N/A
34                            N/A
35                            N/A
36                            Outstanding Issues Escrow.
37                            N/A
38                            N/A
39                            N/A
40                            N/A
41                            N/A
42                            N/A
43                            N/A
44                            N/A
45                            Termite Reserve
46                            Sign Ordinance Reserve

47                            N/A
48                            N/A
49                            N/A
50                            N/A
51                            N/A
52                            Tenant Cash Security Deposit
53                            N/A
54                            N/A
55                            N/A
56                            Outstanding Issues Escrow.
57                            N/A
58                            N/A
59                            N/A
60                            N/A
61                            N/A
62                            N/A
62A
62B
63                            N/A

64                            N/A
65                            N/A
66                            N/A
67                            Outstanding Issues Escrow.
68                            N/A
69                            N/A
70                            N/A
71                            N/A
72                            Subway/Rainbow reserve
73                            N/A
74                            N/A
75                            N/A
76                            N/A
77                            N/A
78                            N/A
79                            N/A
80                            Service Merchandise Reserve
81                            N/A
82                            N/A
83                            N/A
84                            N/A
85                            N/A
86                            N/A


87                            N/A
88                            N/A
89                            N/A
90                            N/A
91                            N/A
92                            Ob-Gyn Care, PC and Midwest Spine, LLC Reserve
93                            N/A
94                            Termite Reserve
95                            N/A
96                            N/A
97                            N/A
98                            N/A
99                            N/A
100                           N/A
101                           N/A


102                           Capital Improvements
103                           Termite Repair Reserve
104                           N/A


105                           N/A
106                           N/A
107                           Omnipoint Free Rent Reserve
108                           N/A
109                           N/A
110                           N/A
111                           N/A
112                           N/A
113                           Boiler Repair
114                           N/A
115                           N/A
116                           N/A
117                           N/A
118                           N/A
119                           N/A
120                           N/A
121                           N/A
122                           N/A
123                           N/A
124                           N/A
125                           N/A
126                           N/A
127                           N/A
128                           N/A
129                           N/A
130                           N/A
131                           N/A
132                           N/A
133                           N/A
134                           N/A
135                           N/A
136                           N/A
137                           Hail Damage Roof Repair
138                           N/A
139                           N/A
140                           N/A
141                           N/A
142                           N/A
143                           N/A
144                           N/A
145                           N/A
146                           N/A
147                           N/A
148                           N/A
149                           N/A
150                           N/A
151                           N/A
152                           N/A
153                           N/A

Total/Weighted Average:


<CAPTION>
(i)                                                                                                (xxi)


                                   Contractual                       Contractual
                                     Other                          Other Reserve                Letter of
#                                    Reserve                         Description                  Credit
---------------------------   --------------------   ----- ------------------------------   ------------------
<S>                           <C>                    <C>   <C>                              <C>
1                                              N/A         N/A                                      $4,000,000


2                                              N/A         N/A                                             N/A
2A
2B
3                                              N/A         N/A                                             N/A
4                                              N/A         N/A                                             N/A
4A
4B
5                                              N/A         N/A                                             N/A
6                                              N/A         N/A                                             N/A
7                                              N/A         N/A                                             N/A
8                                              N/A         N/A                                             N/A
9                                              N/A         N/A                                             N/A
10                                             N/A         N/A                                             N/A
11                                             N/A         N/A                                             N/A
12                                             N/A         N/A                                             N/A
13                                         $22,500         Ground Lease Reserve                            N/A

14                                             N/A         N/A                                             N/A
15                                             N/A         N/A                                             N/A
16                                             N/A         N/A                                             N/A
17                                          $1,000         Garage Reserve                                  N/A
18                                             N/A         N/A                                             N/A
19                                             N/A         N/A                                             N/A
20                                             N/A         N/A                                        $550,000

21                                             N/A         N/A                                             N/A
22                                             N/A         N/A                                             N/A
23                                             N/A         N/A                                             N/A
24                                             N/A         N/A                                             N/A
25                                             N/A         N/A                                             N/A
26                                             N/A         N/A                                             N/A
27                                             N/A         N/A                                             N/A
28                                             N/A         N/A                                        $500,000

29                                             N/A         N/A                                             N/A
30                                             N/A         N/A                                             N/A
31                                             N/A         N/A                                             N/A
32                                             N/A         N/A                                             N/A
33                                             N/A         N/A                                             N/A
34                                             N/A         N/A                                             N/A
35                                             N/A         N/A                                             N/A
36                                             N/A         N/A                                             N/A
37                                             N/A         N/A                                             N/A
38                                             N/A         N/A                                        $200,000
39                                             N/A         N/A                                             N/A
40                                             N/A         N/A                                             N/A
41                                             N/A         N/A                                             N/A
42                                             N/A         N/A                                             N/A
43                                             N/A         N/A                                             N/A
44                                             N/A         N/A                                             N/A
45                                             N/A         N/A                                             N/A
46                                             N/A         N/A                                        $278,055

47                                             N/A         N/A                                             N/A
48                                             N/A         N/A                                             N/A
49                                             N/A         N/A                                        $750,000
50                                             N/A         N/A                                        $500,000
51                                             N/A         N/A                                             N/A
52                                             N/A         N/A                                             N/A
53                                             N/A         N/A                                             N/A
54                                             N/A         N/A                                             N/A
55                                             N/A         N/A                                             N/A
56                                             N/A         N/A                                        $105,455
57                                             N/A         N/A                                             N/A
58                                             N/A         N/A                                             N/A
59                                             N/A         N/A                                             N/A
60                                             N/A         N/A                                             N/A
61                                             N/A         N/A                                             N/A
62                                             N/A         N/A                                             N/A
62A
62B
63                                             N/A         N/A                                             N/A

64                                             N/A         N/A                                             N/A
65                                             N/A         N/A                                             N/A
66                                             N/A         N/A                                             N/A
67                                             N/A         N/A                                             N/A
68                                             N/A         N/A                                             N/A
69                                             N/A         N/A                                             N/A
70                                             N/A         N/A                                             N/A
71                                             N/A         N/A                                             N/A
72                                         $10,140    (25) Master Lease Reserve                       $250,000
73                                             N/A         N/A                                             N/A
74                                             N/A         N/A                                             N/A
75                                             N/A         N/A                                             N/A
76                                             N/A         N/A                                             N/A
77                                             N/A         N/A                                             N/A
78                                             N/A         N/A                                             N/A
79                                             N/A         N/A                                             N/A
80                                             N/A         N/A                                             N/A
81                                             N/A         N/A                                             N/A
82                                             N/A         N/A                                             N/A
83                                             N/A         N/A                                             N/A
84                                             N/A         N/A                                             N/A
85                                             N/A         N/A                                             N/A
86                                             N/A         N/A                                             N/A


87                                             N/A         N/A                                             N/A
88                                             N/A         N/A                                             N/A
89                                             N/A         N/A                                             N/A
90                                             N/A         N/A                                             N/A
91                                             N/A         N/A                                             N/A
92                                             N/A         N/A                                             N/A
93                                             N/A         N/A                                             N/A
94                                             N/A         N/A                                             N/A
95                                             N/A         N/A                                             N/A
96                                             N/A         N/A                                             N/A
97                                             N/A         N/A                                             N/A
98                                             N/A         N/A                                             N/A
99                                             N/A         N/A                                             N/A
100                                            N/A         N/A                                             N/A
101                                            N/A         N/A                                             N/A


102                                            N/A         N/A                                             N/A
103                                            N/A         N/A                                             N/A
104                                            N/A         N/A                                             N/A


105                                            N/A         N/A                                             N/A
106                                            N/A         N/A                                             N/A
107                                            N/A         N/A                                             N/A
108                                            N/A         N/A                                             N/A
109                                            N/A         N/A                                             N/A
110                                            N/A         N/A                                             N/A
111                                            N/A         N/A                                             N/A
112                                            N/A         N/A                                             N/A
113                                            N/A         N/A                                             N/A
114                                            N/A         N/A                                             N/A
115                                            N/A         N/A                                             N/A
116                                            N/A         N/A                                             N/A
117                                            N/A         N/A                                             N/A
118                                            N/A         N/A                                             N/A
119                                            N/A         N/A                                             N/A
120                                            N/A         N/A                                             N/A
121                                            N/A         N/A                                             N/A
122                                            N/A         N/A                                             N/A
123                                            N/A         N/A                                             N/A
124                                            N/A         N/A                                         $50,000
125                                            N/A         N/A                                             N/A
126                                            N/A         N/A                                             N/A
127                                            N/A         N/A                                             N/A
128                                            N/A         N/A                                             N/A
129                                            N/A         N/A                                             N/A
130                                            N/A         N/A                                             N/A
131                                            N/A         N/A                                             N/A
132                                            N/A         N/A                                             N/A
133                                            N/A         N/A                                             N/A
134                                            N/A         N/A                                             N/A
135                                            N/A         N/A                                             N/A
136                                            N/A         N/A                                             N/A
137                                            N/A         N/A                                             N/A
138                                            N/A         N/A                                             N/A
139                                            N/A         N/A                                             N/A
140                                            N/A         N/A                                             N/A
141                                            N/A         N/A                                             N/A
142                                            N/A         N/A                                             N/A
143                                            N/A         N/A                                             N/A
144                                            N/A         N/A                                             N/A
145                                            N/A         N/A                                             N/A
146                                            N/A         N/A                                             N/A
147                                            N/A         N/A                                             N/A
148                                            N/A         N/A                                             N/A
149                                            N/A         N/A                                             N/A
150                                            N/A         N/A                                             N/A
151                                            N/A         N/A                                             N/A
152                                            N/A         N/A                                             N/A
153                                            N/A         N/A                                             N/A

Total/Weighted Average:


<CAPTION>
(i)


                                                                     Letter
                                                                   of Credit                                        Earnout
#                                                                 Description                                       Reserve
---------------------------   --------------------------------------------------------------------------------   ------------
<S>                           <C>                                                                                <C>
1                             (i) No Event of Default; (ii) All Additional Improvements have been completed               N/A
                              in accordance with the terms of the Galyan's lease; (iii) Borrower has delivered
                              to Lender an estoppel certificate acceptable to Lender from Galyan's
2                             N/A                                                                                         N/A
2A
2B
3                             N/A                                                                                         N/A
4                             N/A                                                                                         N/A
4A
4B
5                             N/A                                                                                         N/A
6                             N/A                                                                                         N/A
7                             N/A                                                                                         N/A
8                             N/A                                                                                         N/A
9                             N/A                                                                                         N/A
10                            N/A                                                                                         N/A
11                            N/A                                                                                         N/A
12                            N/A                                                                                         N/A
13                            N/A                                                                                         N/A

14                            N/A                                                                                         N/A
15                            N/A                                                                                         N/A
16                            N/A                                                                                         N/A
17                            N/A                                                                                         N/A
18                            N/A                                                                                         N/A
19                            N/A                                                                                         N/A
20                            TI/LC Letter of Credit.  Maybe released on 12/31/05 if Adaptec is in occupancy              N/A
                              and the property achieves a NCF of $1,700,000.
21                            N/A                                                                                         N/A
22                            N/A                                                                                         N/A
23                            N/A                                                                                         N/A
24                            N/A                                                                                         N/A
25                            N/A                                                                                         N/A
26                            N/A                                                                                         N/A
27                            N/A                                                                                         N/A
28                            Tenant`s lease deposit for Blackboard Campus. Initial amount of $500,000                    N/A
                              (reducing by $100,000 annually).
29                            N/A                                                                                         N/A
30                            N/A                                                                                         N/A
31                            N/A                                                                                         N/A
32                            N/A                                                                                         N/A
33                            N/A                                                                                         N/A
34                            N/A                                                                                         N/A
35                            N/A                                                                                         N/A
36                            N/A                                                                                         N/A
37                            N/A                                                                                         N/A
38                            Debt Service LOC                                                                            N/A
39                            N/A                                                                                         N/A
40                            N/A                                                                                         N/A
41                            N/A                                                                                         N/A
42                            N/A                                                                                         N/A
43                            N/A                                                                                         N/A
44                            N/A                                                                                         N/A
45                            N/A                                                                                         N/A
46                            Tax & Insurance LOC ($40,555.00) and Replacement Reserve LOC ($237,500.00)                  N/A
                              in lieu of cash deposits
47                            N/A                                                                                         N/A
48                            N/A                                                                                         N/A
49                            Security deposit for San Clemente.                                                          N/A
50                            JoAnn Fabrics LOC                                                                           N/A
51                            N/A                                                                                         N/A
52                            N/A                                                                                         N/A
53                            N/A                                                                                         N/A
54                            N/A                                                                                         N/A
55                            N/A                                                                                         N/A
56                            Security deposit for North Shore Cataract and Laser Center                                  N/A
57                            N/A                                                                                         N/A
58                            N/A                                                                                         N/A
59                            N/A                                                                                         N/A
60                            N/A                                                                                         N/A
61                            N/A                                                                                         N/A
62                            N/A                                                                                         N/A
62A
62B
63                            N/A                                                                                    $250,000

64                            N/A                                                                                         N/A
65                            N/A                                                                                         N/A
66                            N/A                                                                                         N/A
67                            N/A                                                                                         N/A
68                            N/A                                                                                         N/A
69                            N/A                                                                                         N/A
70                            N/A                                                                                         N/A
71                            N/A                                                                                         N/A
72                            Letter of credit for additional security                                                    N/A
73                            N/A                                                                                         N/A
74                            N/A                                                                                         N/A
75                            N/A                                                                                         N/A
76                            N/A                                                                                         N/A
77                            N/A                                                                                         N/A
78                            N/A                                                                                         N/A
79                            N/A                                                                                         N/A
80                            N/A                                                                                         N/A
81                            N/A                                                                                         N/A
82                            N/A                                                                                         N/A
83                            N/A                                                                                         N/A
84                            N/A                                                                                         N/A
85                            N/A                                                                                         N/A
86                            N/A                                                                                    $525,000


87                            N/A                                                                                         N/A
88                            N/A                                                                                         N/A
89                            N/A                                                                                         N/A
90                            N/A                                                                                         N/A
91                            N/A                                                                                         N/A
92                            N/A                                                                                         N/A
93                            N/A                                                                                         N/A
94                            N/A                                                                                         N/A
95                            N/A                                                                                         N/A
96                            N/A                                                                                         N/A
97                            N/A                                                                                         N/A
98                            N/A                                                                                         N/A
99                            N/A                                                                                         N/A
100                           N/A                                                                                         N/A
101                           N/A                                                                                    $340,000


102                           N/A                                                                                         N/A
103                           N/A                                                                                         N/A
104                           N/A                                                                                    $150,000


105                           N/A                                                                                         N/A
106                           N/A                                                                                         N/A
107                           N/A                                                                                         N/A
108                           N/A                                                                                         N/A
109                           N/A                                                                                         N/A
110                           N/A                                                                                         N/A
111                           N/A                                                                                         N/A
112                           N/A                                                                                         N/A
113                           N/A                                                                                         N/A
114                           N/A                                                                                         N/A
115                           N/A                                                                                         N/A
116                           N/A                                                                                         N/A
117                           N/A                                                                                         N/A
118                           N/A                                                                                         N/A
119                           N/A                                                                                         N/A
120                           N/A                                                                                         N/A
121                           N/A                                                                                         N/A
122                           N/A                                                                                         N/A
123                           N/A                                                                                         N/A
124                           Letter of Credit for debt service reserve in event of default                               N/A
125                           N/A                                                                                         N/A
126                           N/A                                                                                         N/A
127                           N/A                                                                                         N/A
128                           N/A                                                                                         N/A
129                           N/A                                                                                         N/A
130                           N/A                                                                                         N/A
131                           N/A                                                                                         N/A
132                           N/A                                                                                         N/A
133                           N/A                                                                                         N/A
134                           N/A                                                                                         N/A
135                           N/A                                                                                         N/A
136                           N/A                                                                                         N/A
137                           N/A                                                                                         N/A
138                           N/A                                                                                         N/A
139                           N/A                                                                                         N/A
140                           N/A                                                                                         N/A
141                           N/A                                                                                         N/A
142                           N/A                                                                                         N/A
143                           N/A                                                                                         N/A
144                           N/A                                                                                         N/A
145                           N/A                                                                                         N/A
146                           N/A                                                                                         N/A
147                           N/A                                                                                         N/A
148                           N/A                                                                                         N/A
149                           N/A                                                                                         N/A
150                           N/A                                                                                         N/A
151                           N/A                                                                                         N/A
152                           N/A                                                                                         N/A
153                           N/A                                                                                         N/A

Total/Weighted Average:


<CAPTION>
(i)


                                                                        Earnout                                         Additional
                                                                        Reserve                                        Collateral
#                                                                     Description                                         Amount
---------------------------   ------------------------------------------------------------------------------------   ---------------
<S>                           <C>                                                                                    <C>
1                             N/A                                                                                         $4,000,000


2                             N/A                                                                                                N/A
2A
2B
3                             N/A                                                                                                N/A
4                             N/A                                                                                                N/A
4A
4B
5                             N/A                                                                                                N/A
6                             N/A                                                                                                N/A
7                             N/A                                                                                                N/A
8                             N/A                                                                                                N/A
9                             N/A                                                                                                N/A
10                            N/A                                                                                                N/A
11                            N/A                                                                                                N/A
12                            N/A                                                                                                N/A
13                            N/A                                                                                                N/A

14                            N/A                                                                                                N/A
15                            N/A                                                                                                N/A
16                            N/A                                                                                                N/A
17                            N/A                                                                                                N/A
18                            N/A                                                                                                N/A
19                            N/A                                                                                                N/A
20                            N/A                                                                                                N/A

21                            N/A                                                                                                N/A
22                            N/A                                                                                                N/A
23                            N/A                                                                                                N/A
24                            N/A                                                                                                N/A
25                            N/A                                                                                                N/A
26                            N/A                                                                                                N/A
27                            N/A                                                                                                N/A
28                            N/A                                                                                                N/A

29                            N/A                                                                                                N/A
30                            N/A                                                                                                N/A
31                            N/A                                                                                                N/A
32                            N/A                                                                                                N/A
33                            N/A                                                                                                N/A
34                            N/A                                                                                                N/A
35                            N/A                                                                                                N/A
36                            N/A                                                                                                N/A
37                            N/A                                                                                                N/A
38                            N/A                                                                                                N/A
39                            N/A                                                                                                N/A
40                            N/A                                                                                                N/A
41                            N/A                                                                                                N/A
42                            N/A                                                                                                N/A
43                            N/A                                                                                                N/A
44                            N/A                                                                                                N/A
45                            N/A                                                                                                N/A
46                            N/A                                                                                                N/A

47                            N/A                                                                                                N/A
48                            N/A                                                                                                N/A
49                            N/A                                                                                                N/A
50                            N/A                                                                                                N/A
51                            N/A                                                                                                N/A
52                            N/A                                                                                                N/A
53                            N/A                                                                                                N/A
54                            N/A                                                                                                N/A
55                            N/A                                                                                                N/A
56                            N/A                                                                                                N/A
57                            N/A                                                                                                N/A
58                            N/A                                                                                                N/A
59                            N/A                                                                                           $250,000
60                            N/A                                                                                                N/A
61                            N/A                                                                                                N/A
62                            N/A                                                                                                N/A
62A
62B
63                            To be released if on or before 7/31/2005 property is 92% leased and EGI of$860K                 250000

64                            N/A                                                                                                N/A
65                            N/A                                                                                                N/A
66                            N/A                                                                                                N/A
67                            N/A                                                                                                N/A
68                            N/A                                                                                                N/A
69                            N/A                                                                                                N/A
70                            N/A                                                                                                N/A
71                            N/A                                                                                                N/A
72                            N/A                                                                                                N/A
73                            N/A                                                                                                N/A
74                            N/A                                                                                                N/A
75                            N/A                                                                                                N/A
76                            N/A                                                                                                N/A
77                            N/A                                                                                                N/A
78                            N/A                                                                                                N/A
79                            N/A                                                                                                N/A
80                            N/A                                                                                                N/A
81                            N/A                                                                                                N/A
82                            N/A                                                                                                N/A
83                            N/A                                                                                                N/A
84                            N/A                                                                                                N/A
85                            N/A                                                                                                N/A
86                            To be released to Trustor upon: a) 95% stress value of the property is not                      525000
                              < $3,125,000; b) no change in rent roll and c) delivery of an executed renewal lease
                              with Golf, Etc. or other tenant with rental rate > $24/psf, NNN & > 5yrs
87                            N/A                                                                                                N/A
88                            N/A                                                                                                N/A
89                            N/A                                                                                                N/A
90                            N/A                                                                                                N/A
91                            N/A                                                                                                N/A
92                            N/A                                                                                                N/A
93                            N/A                                                                                                N/A
94                            N/A                                                                                                N/A
95                            N/A                                                                                                N/A
96                            N/A                                                                                                N/A
97                            N/A                                                                                                N/A
98                            N/A                                                                                                N/A
99                            N/A                                                                                                N/A
100                           N/A                                                                                                N/A
101                           To be released to Trustor upon: a) 95% stress value of the property is not                      340000
                              < $2,460,000; b) no change in rent roll and c) delivery of an executed renewal
                              lease for suite 250 or 266 or other tenant with rental rate > $24/psf, NNN & > 5yrs
102                           N/A                                                                                                N/A
103                           N/A                                                                                                N/A
104                           To be released upon: 1)obtaining NOI for the preceding 3 months of no less than                 150000
                              $264,800;2)provide certified rent rolls stating at least 90% occupancy and
                              3)complete at least 30 units by 8/1/03.
105                           N/A                                                                                                N/A
106                           N/A                                                                                                N/A
107                           N/A                                                                                                N/A
108                           N/A                                                                                                N/A
109                           N/A                                                                                                N/A
110                           N/A                                                                                                N/A
111                           N/A                                                                                                N/A
112                           N/A                                                                                                N/A
113                           N/A                                                                                                N/A
114                           N/A                                                                                                N/A
115                           N/A                                                                                                N/A
116                           N/A                                                                                                N/A
117                           N/A                                                                                                N/A
118                           N/A                                                                                                N/A
119                           N/A                                                                                                N/A
120                           N/A                                                                                                N/A
121                           N/A                                                                                                N/A
122                           N/A                                                                                                N/A
123                           N/A                                                                                                N/A
124                           N/A                                                                                                N/A
125                           N/A                                                                                                N/A
126                           N/A                                                                                                N/A
127                           N/A                                                                                                N/A
128                           N/A                                                                                                N/A
129                           N/A                                                                                                N/A
130                           N/A                                                                                                N/A
131                           N/A                                                                                                N/A
132                           N/A                                                                                                N/A
133                           N/A                                                                                                N/A
134                           N/A                                                                                                N/A
135                           N/A                                                                                                N/A
136                           N/A                                                                                                N/A
137                           N/A                                                                                                N/A
138                           N/A                                                                                                N/A
139                           N/A                                                                                                N/A
140                           N/A                                                                                                N/A
141                           N/A                                                                                                N/A
142                           N/A                                                                                                N/A
143                           N/A                                                                                                N/A
144                           N/A                                                                                                N/A
145                           N/A                                                                                                N/A
146                           N/A                                                                                                N/A
147                           N/A                                                                                                N/A
148                           N/A                                                                                                N/A
149                           N/A                                                                                                N/A
150                           N/A                                                                                                N/A
151                           N/A                                                                                                N/A
152                           N/A                                                                                                N/A
153                           N/A                                                                                                N/A

Total/Weighted Average:


<CAPTION>
(i)


                                 Additional                                                              Additional
                                 Collateral                                                              Collateral
#                                Event Date                                                              Description
---------------------------   ----------------   -----------------------------------------------------------------------------------
<S>                           <C>                <C>
1                                   10/17/2005   Release upon: (I) Completion of Additional Improvements, (ii) Galyan's open
                                                 for business and paying rent, and (iii) No Default

2                                         N/A    N/A
2A
2B
3                                         N/A    N/A
4                                         N/A    N/A
4A
4B
5                                         N/A    N/A
6                                         N/A    N/A
7                                         N/A    N/A
8                                         N/A    N/A
9                                         N/A    N/A
10                                        N/A    N/A
11                                        N/A    N/A
12                                        N/A    N/A
13                                        N/A    N/A

14                                        N/A    N/A
15                                        N/A    N/A
16                                        N/A    N/A
17                                        N/A    N/A
18                                        N/A    N/A
19                                        N/A    N/A
20                                        N/A    N/A

21                                        N/A    N/A
22                                        N/A    N/A
23                                        N/A    N/A
24                                        N/A    N/A
25                                        N/A    N/A
26                                        N/A    N/A
27                                        N/A    N/A
28                                        N/A    N/A

29                                        N/A    N/A
30                                        N/A    N/A
31                                        N/A    N/A
32                                        N/A    N/A
33                                        N/A    N/A
34                                        N/A    N/A
35                                        N/A    N/A
36                                        N/A    N/A
37                                        N/A    N/A
38                                        N/A    N/A
39                                        N/A    N/A
40                                        N/A    N/A
41                                        N/A    N/A
42                                        N/A    N/A
43                                        N/A    N/A
44                                        N/A    N/A
45                                        N/A    N/A
46                                        N/A    N/A

47                                        N/A    N/A
48                                        N/A    N/A
49                                        N/A    N/A
50                                        N/A    N/A
51                                        N/A    N/A
52                                        N/A    N/A
53                                        N/A    N/A
54                                        N/A    N/A
55                                        N/A    N/A
56                                        N/A    N/A
57                                        N/A    N/A
58                                        N/A    N/A
59                                    9/3/2005   Release upon: (i) Outparcel leased, (ii) Occupancy of 95%, and (iii) No Default
60                                        N/A    N/A
61                                        N/A    N/A
62                                        N/A    N/A
62A
62B
63                                  7/31/2005    To be released if: a) on or before 7/31/2005 property is 92% leased and
                                                 b)EGI of $860K
64                                        N/A    N/A
65                                        N/A    N/A
66                                        N/A    N/A
67                                        N/A    N/A
68                                        N/A    N/A
69                                        N/A    N/A
70                                        N/A    N/A
71                                        N/A    N/A
72                                        N/A    N/A
73                                        N/A    N/A
74                                        N/A    N/A
75                                        N/A    N/A
76                                        N/A    N/A
77                                        N/A    N/A
78                                        N/A    N/A
79                                        N/A    N/A
80                                        N/A    N/A
81                                        N/A    N/A
82                                        N/A    N/A
83                                        N/A    N/A
84                                        N/A    N/A
85                                        N/A    N/A
86                                   1/2/2004    To be released to Trustor upon: a) 95% stress value of the property is not
                                                 < $3,125,000; b) no change in rent roll and c) delivery of an executed renewal
                                                  lease with Golf, Etc. or other tenant with rental rate > $24/psf, NNN & > 5yrs
87                                        N/A    N/A
88                                        N/A    N/A
89                                        N/A    N/A
90                                        N/A    N/A
91                                        N/A    N/A
92                                        N/A    N/A
93                                        N/A    N/A
94                                        N/A    N/A
95                                        N/A    N/A
96                                        N/A    N/A
97                                        N/A    N/A
98                                        N/A    N/A
99                                        N/A    N/A
100                                       N/A    N/A
101                                  1/2/2004    To be released to Trustor upon: a) 95% stress value of the property is not
                                                 < $2,460,000; b) no change in rent roll and c) delivery of an executed renewal
                                                 lease for suite 250 or 266 or other tenant with rental rate > $24/psf, NNN & > 5yrs
102                                       N/A    N/A
103                                       N/A    N/A
104                                  6/2/2004    To be released upon: 1)obtaining NOI for the preceding 3 months of no less
                                                 than $264,800;2)provide certified rent rolls stating at least 90% occupancy and
                                                 3)complete at least 30 units by 8/1/03.
105                                       N/A    N/A
106                                       N/A    N/A
107                                       N/A    N/A
108                                       N/A    N/A
109                                       N/A    N/A
110                                       N/A    N/A
111                                       N/A    N/A
112                                       N/A    N/A
113                                       N/A    N/A
114                                       N/A    N/A
115                                       N/A    N/A
116                                       N/A    N/A
117                                       N/A    N/A
118                                       N/A    N/A
119                                       N/A    N/A
120                                       N/A    N/A
121                                       N/A    N/A
122                                       N/A    N/A
123                                       N/A    N/A
124                                       N/A    N/A
125                                       N/A    N/A
126                                       N/A    N/A
127                                       N/A    N/A
128                                       N/A    N/A
129                                       N/A    N/A
130                                       N/A    N/A
131                                       N/A    N/A
132                                       N/A    N/A
133                                       N/A    N/A
134                                       N/A    N/A
135                                       N/A    N/A
136                                       N/A    N/A
137                                       N/A    N/A
138                                       N/A    N/A
139                                       N/A    N/A
140                                       N/A    N/A
141                                       N/A    N/A
142                                       N/A    N/A
143                                       N/A    N/A
144                                       N/A    N/A
145                                       N/A    N/A
146                                       N/A    N/A
147                                       N/A    N/A
148                                       N/A    N/A
149                                       N/A    N/A
150                                       N/A    N/A
151                                       N/A    N/A
152                                       N/A    N/A
153                                       N/A    N/A

Total/Weighted Average:


<CAPTION>
(i)


                              Existing            Description
                              Secondary           of Existing
#                             Financing           Secondary Financing
---------------------------   -----------------   ------------------------------------------------------------------------------
<S>                           <C>                 <C>
1                             N/A                 N/A


2                             N/A                 N/A
2A
2B
3                                   $55,000,000   Mezzanine Debt
4                             N/A                 N/A
4A
4B
5                             N/A                 N/A
6                             N/A                 N/A
7                                    $5,000,000   $5,000,000 B-Note
8                                   $46,200,000   Subordinate financing from managing borrower.
9                             N/A                 N/A
10                            N/A                 N/A
11                            N/A                 N/A
12                            N/A                 N/A
13                            N/A                 N/A

14                                   $2,200,000   $2.2 million of mezzanine
15                                   $6,025,000   Master Tenant has an unsecured loan from Alton Properties & Trading.
16                            N/A                 N/A
17                            N/A                 N/A
18                            N/A                 N/A
19                            N/A                 N/A
20                            N/A                 N/A

21                            N/A                 N/A
22                            N/A                 N/A
23                            N/A                 N/A
24                            N/A                 N/A
25                            N/A                 N/A
26                            N/A                 N/A
27                            N/A                 N/A
28                            N/A                 N/A

29                            N/A                 N/A
30                            N/A                 N/A
31                            N/A                 N/A
32                            N/A                 N/A
33                            N/A                 N/A
34                            N/A                 N/A
35                            N/A                 N/A
36                            N/A                 N/A
37                            N/A                 N/A
38                            N/A                 N/A
39                            N/A                 N/A
40                            N/A                 N/A
41                                     $530,000   Secured subordinate financing was obtained from CBA-Mezzanine Capital Finance.
42                                     $570,000   There is a $570,000 CBA-Mezz Financing in place.
43                            N/A                 N/A
44                            N/A                 N/A
45                            N/A                 N/A
46                            N/A                 N/A

47                                     $420,000   Secured subordinate financing was obtained from CBA-Mezzanine Capital Finance.
48                            N/A                 N/A
49                            N/A                 N/A
50                            N/A                 N/A
51                            N/A                 N/A
52                            N/A                 N/A
53                            N/A                 N/A
54                            N/A                 N/A
55                            N/A                 N/A
56                            N/A                 N/A
57                            N/A                 N/A
58                            N/A                 N/A
59                            N/A                 N/A
60                            N/A                 N/A
61                            N/A                 N/A
62                            N/A                 N/A
62A
62B
63                            N/A                 N/A

64                            N/A                 N/A
65                            N/A                 N/A
66                            N/A                 N/A
67                            N/A                 N/A
68                            N/A                 N/A
69                            N/A                 N/A
70                            N/A                 N/A
71                            N/A                 N/A
72                            N/A                 N/A
73                            N/A                 N/A
74                            N/A                 N/A
75                            N/A                 N/A
76                            N/A                 N/A
77                            N/A                 N/A
78                            N/A                 N/A
79                            N/A                 N/A
80                            N/A                 N/A
81                            N/A                 N/A
82                            N/A                 N/A
83                            N/A                 N/A
84                            N/A                 N/A
85                            N/A                 N/A
86                            N/A                 N/A


87                            N/A                 N/A
88                            N/A                 N/A
89                            N/A                 N/A
90                            N/A                 N/A
91                            N/A                 N/A
92                            N/A                 N/A
93                                     $570,000   Secured Debt
94                            N/A                 N/A
95                            N/A                 N/A
96                            N/A                 N/A
97                            N/A                 N/A
98                            N/A                 N/A
99                            N/A                 N/A
100                                    $135,521   Unsecured debt
101                           N/A                 N/A


102                           N/A                 N/A
103                           N/A                 N/A
104                           N/A                 N/A


105                           N/A                 N/A
106                           N/A                 N/A
107                           N/A                 N/A
108                           N/A                 N/A
109                           N/A                 N/A
110                           N/A                 N/A
111                           N/A                 N/A
112                           N/A                 N/A
113                           N/A                 N/A
114                           N/A                 N/A
115                           N/A                 N/A
116                           N/A                 N/A
117                           N/A                 N/A
118                           N/A                 N/A
119                           N/A                 N/A
120                           N/A                 N/A
121                           N/A                 N/A
122                           N/A                 N/A
123                           N/A                 N/A
124                           N/A                 N/A
125                           N/A                 N/A
126                           N/A                 N/A
127                           N/A                 N/A
128                           N/A                 N/A
129                           N/A                 N/A
130                                     $39,000   Unsecured financing from the Seller
131                           N/A                 N/A
132                           N/A                 N/A
133                           N/A                 N/A
134                           N/A                 N/A
135                           N/A                 N/A
136                           N/A                 N/A
137                           N/A                 N/A
138                           N/A                 N/A
139                           N/A                 N/A
140                           N/A                 N/A
141                           N/A                 N/A
142                           N/A                 N/A
143                           N/A                 N/A
144                           N/A                 N/A
145                           N/A                 N/A
146                           N/A                 N/A
147                           N/A                 N/A
148                           N/A                 N/A
149                           N/A                 N/A
150                           N/A                 N/A
151                           N/A                 N/A
152                           N/A                 N/A
153                           N/A                 N/A

Total/Weighted Average:


<CAPTION>
(i)


                                                     Initial                 Recurring                      Initial
                              Description            Replacement             Renovation/Leasing             Debt Service
#                             of Lockbox             Reserve                 Reserve                        Reserve
---------------------------   -------------------   ----------------------   ----------------------------   ---------------------
<S>                           <C>                   <C>                      <C>                            <C>
1                             Springing              $          -             $              -               $         -


2                             Hard                   $          -             $              -               $         -
2A
2B
3                             Springing              $          -             $              -               $         -
4                             Hard                   $          -             $              -               $         -
4A
4B
5                             Modified               $          -             $              -               $         -
6                             Springing              $          -             $              -               $         -
7                             Springing              $          -             $              -               $         -
8                             N/A                    $          -             $              -               $         -
9                             Springing              $          -             $              -               $         -
10                            Springing              $          -             $              -               $         -
11                            N/A                    $          -             $              -               $         -
12                            Springing              $          -             $              -               $         -
13                            Springing              $          -             $              -               $         -

14                            Springing              $          -             $              -               $         -
15                            Hard                   $          -             $              -               $         -
16                            N/A                    $          -             $              -               $         -
17                            Springing              $          -             $              -               $         -
18                            N/A                    $          -             $              -               $         -
19                            N/A                    $          -             $              -               $         -
20                            N/A                    $          -             $              -               $         -

21                            Hard                   $          -             $              -               $         -
22                            N/A                    $          -             $              -               $         -
23                            N/A                    $          -             $              -               $         -
24                            N/A                    $          -             $              -               $         -
25                            N/A                    $          -             $              -               $         -
26                            N/A                    $          -             $              -               $         -
27                            N/A                    $          -             $              -               $         -
28                            Springing              $          -             $              -               $         -

29                            N/A                    $          -             $              -               $         -
30                            N/A                    $          -             $              -               $         -
31                            N/A                    $          -             $              -               $         -
32                            N/A                    $          -             $              -               $         -
33                            N/A                    $          -             $              -               $         -
34                            Springing              $          -             $              -               $         -
35                            N/A                    $          -             $              -               $         -
36                            N/A                    $          -             $              -               $         -
37                            N/A                    $          -             $              -               $         -
38                            N/A                    $          -             $              -               $         -
39                            N/A                    $          -             $              -               $         -
40                            N/A                    $          -             $              -               $         -
41                            N/A                    $          -             $              -               $         -
42                            N/A                    $          -             $              -               $         -
43                            N/A                    $          -             $              -               $         -
44                            Springing              $          -             $              -               $         -
45                            Hard                   $          -             $              -               $         -
46                            N/A                    $          -             $              -               $         -

47                            N/A                    $      100,000           $              -               $         -
48                            N/A                    $          -             $              -               $         -
49                            N/A                    $          -             $              -               $         -
50                            Springing              $          -             $              -               $         -
51                            N/A                    $          -             $              -               $         -
52                            N/A                    $          -             $              -               $         -
53                            N/A                    $          -             $              -               $         -
54                            N/A                    $          -             $              -               $         -
55                            Springing              $          -             $              -               $         -
56                            N/A                    $          -             $              -               $         -
57                            N/A                    $          -             $              -               $         -
58                            N/A                    $          -             $              -               $         -
59                            N/A                    $          -             $              -               $         -
60                            Springing              $       62,050           $              -               $         -
61                            N/A                    $          -             $              -               $         -
62                            N/A                    $          -             $              -               $         -
62A
62B
63                            N/A                    $          -             $              -               $         -

64                            N/A                    $          -             $              -               $         -
65                            N/A                    $          -             $              -               $         -
66                            N/A                    $          -             $              -               $         -
67                            N/A                    $          -             $              -               $         -
68                            N/A                    $          -             $              -               $     150,000
69                            N/A                    $          -             $              -               $         -
70                            Springing              $          -             $              -               $         -
71                            Hard                   $          -             $              -               $         -
72                            N/A                    $          -             $              -               $         -
73                            N/A                    $          -             $              -               $         -
74                            N/A                    $          -             $              -               $         -
75                            N/A                    $          -             $              -               $         -
76                            N/A                    $          -             $              -               $         -
77                            N/A                    $       25,000           $              -               $         -
78                            N/A                    $          -             $              -               $         -
79                            N/A                    $          -             $              -               $         -
80                            Springing              $          -             $              -               $         -
81                            N/A                    $          -             $              -               $         -
82                            N/A                    $          -             $              -               $         -
83                            N/A                    $          -             $              -               $         -
84                            N/A                    $          -             $              -               $         -
85                            N/A                    $          -             $              -               $         -
86                            N/A                    $          -             $              -               $         -


87                            N/A                    $          -             $              -               $         -
88                            Springing              $          -             $              -               $         -
89                            N/A                    $          -             $              -               $         -
90                            N/A                    $       27,655           $              -               $         -
91                            N/A                    $          -             $              -               $         -
92                            N/A                    $          -             $              -               $         -
93                            N/A                    $          -             $              -               $         -
94                            N/A                    $          -             $              -               $         -
95                            N/A                    $          -             $              -               $         -
96                            Springing              $          -             $              -               $         -
97                            N/A                    $          -             $              -               $         -
98                            N/A                    $       40,000           $              -               $         -
99                            N/A                    $          -             $              -               $         -
100                           Springing              $          -             $              -               $         -
101                           N/A                    $          -             $              -               $         -


102                           N/A                    $          -             $              -               $         -
103                           N/A                    $          -             $              -               $         -
104                           N/A                    $          -             $              -               $         -


105                           N/A                    $          -             $              -               $         -
106                           N/A                    $          -             $              -               $         -
107                           Springing              $          -             $              -               $         -
108                           N/A                    $       31,688           $              -               $         -
109                           N/A                    $          -             $              -               $         -
110                           N/A                    $          -             $              -               $         -
111                           N/A                    $          -             $              -               $         -
112                           N/A                    $          -             $              -               $         -
113                           N/A                    $          -             $              -               $         -
114                           N/A                    $          -             $              -               $         -
115                           N/A                    $       26,750           $              -               $         -
116                           N/A                    $          -             $              -               $         -
117                           N/A                    $          -             $              -               $         -
118                           N/A                    $          -             $              -               $         -
119                           N/A                    $          -             $              -               $         -
120                           Springing              $          -             $              -               $         -
121                           N/A                    $          -             $              -               $         -
122                           N/A                    $          -             $              -               $         -
123                           N/A                    $          -             $              -               $         -
124                           N/A                    $          -             $              -               $         -
125                           N/A                    $          -             $              -               $         -
126                           N/A                    $          -             $              -               $         -
127                           N/A                    $          -             $              -               $         -
128                           N/A                    $          -             $              -               $         -
129                           N/A                    $          -             $              -               $         -
130                           N/A                    $          -             $              -               $         -
131                           N/A                    $          -             $              -               $         -
132                           N/A                    $          -             $              -               $         -
133                           N/A                    $          -             $              -               $         -
134                           N/A                    $          -             $              -               $         -
135                           N/A                    $          -             $              -               $         -
136                           N/A                    $          -             $              -               $         -
137                           N/A                    $          -             $              -               $         -
138                           N/A                    $          -             $              -               $         -
139                           N/A                    $          -             $              -               $         -
140                           N/A                    $        9,000           $              -               $         -
141                           N/A                    $          -             $              -               $         -
142                           N/A                    $          -             $              -               $         -
143                           N/A                    $       15,000           $              -               $         -
144                           N/A                    $          -             $              -               $         -
145                           N/A                    $          -             $              -               $         -
146                           N/A                    $          -             $              -               $         -
147                           N/A                    $          -             $              -               $         -
148                           N/A                    $          -             $              -               $         -
149                           N/A                    $          -             $              -               $         -
150                           N/A                    $          -             $              -               $         -
151                           N/A                    $          -             $              -               $         -
152                           N/A                    $          -             $              -               $         -
153                           N/A                    $          -             $              -               $      30,000

Total/Weighted Average:


<CAPTION>
(i)                           (xvii)       (xviii)



                              Earthquake   Environmental
#                             Insurance    Insurance
---------------------------   ----------   ------------------
<S>                           <C>          <C>
1                             No           No


2
2A                            No           No
2B                            No           No
3                             Yes          No
4
4A                            No           No
4B                            No           No
5                             No           No
6                             No           No
7                             No           No
8                             No           No
9                             No           No
10                            No           No
11                            No           No
12                            No           No
13                            No           No

14                            No           No
15                            Yes          No
16                            No           No
17                            No           No
18                            No           No
19                            No           No
20                            No           No

21                            No           No
22                            No           No
23                            No           No
24                            No           No
25                            No           No
26                            No           No
27                            No           No
28                            No           No

29                            No           No
30                            No           No
31                            No           No
32                            No           No
33                            No           No
34                            No           No
35                            No           No
36                            No           No
37                            No           No
38                            No           No
39                            No           No
40                            No           No
41                            No           No
42                            No           No
43                            No           No
44                            No           No
45                            No           No
46                            No           No

47                            No           No
48                            No           No
49                            No           No
50                            No           No
51                            No           No
52                            No           No
53                            No           No
54                            No           No
55                            No           No
56                            No           No
57                            No           No
58                            No           No
59                            No           No
60                            No           No
61                            No           No
62
62A                           No           No
62B                           No           No
63                            No           No

64                            No           No
65                            No           No
66                            No           No
67                            No           Yes
68                            No           No
69                            No           No
70                            No           No
71                            No           No
72                            No           No
73                            No           No
74                            No           No
75                            No           No
76                            No           No
77                            No           No
78                            No           No
79                            No           No
80                            No           No
81                            No           No
82                            No           No
83                            No           No
84                            No           No
85                            No           No
86                            No           No


87                            No           No
88                            No           Yes
89                            No           No
90                            No           Yes
91                            No           Yes
92                            No           Yes
93                            No           Yes
94                            No           No
95                            No           No
96                            No           Yes
97                            No           No
98                            No           No
99                            No           No
100                           No           No
101                           No           No


102                           No           No
103                           No           No
104                           No           No


105                           No           Yes
106                           No           Yes
107                           No           No
108                           No           Yes
109                           No           No
110                           No           No
111                           No           Yes
112                           No           Yes
113                           No           Yes
114                           No           Yes
115                           No           Yes
116                           No           Yes
117                           No           Yes
118                           No           Yes
119                           No           Yes
120                           No           No
121                           No           Yes
122                           No           Yes
123                           No           Yes
124                           No           Yes
125                           No           Yes
126                           No           Yes
127                           No           Yes
128                           No           Yes
129                           No           No
130                           No           No
131                           No           No
132                           No           No
133                           No           No
134                           No           Yes
135                           No           Yes
136                           No           No
137                           No           No
138                           No           Yes
139                           No           No
140                           No           Yes
141                           No           Yes
142                           No           No
143                           No           No
144                           No           Yes
145                           No           Yes
146                           No           Yes
147                           No           Yes
148                           No           Yes
149                           No           Yes
150                           No           Yes
151                           No           Yes
152                           No           Yes
153                           No           Yes

Total/Weighted Average:
</TABLE>

A     The Underlying Mortgage Loans secured by Anaheim Professional Center and
      Coast Family Medical Center are cross-collateralized and cross-defaulted,
      respectively.

B     The Underlying Mortgage Loans secured by Magnolia Village, Blue Jay Mobile
      Home Park, Candlelight Manor and Elmwood Mobile Home Park are
      cross-collateralized and cross-defaulted, respectively.

(1)   Assumes a Cut-off Date in December 2003.

(2)   In the case of the ARD Loans, the anticipated repayment date is assumed to
      be the maturity date for the purposes of the indicated column.

(3)   At maturity with respect to Balloon Loans or at the ARD in the case of ARD
      Loans. There can be no assurance that the value of any particular
      Mortgaged Property will not have declined from the original appraisal
      value.

(4)   In the case of cross-collateralized and cross-defaulted Underlying
      Mortgage Loans, the combined LTV is presented for each and every related
      Underlying Mortgage Loan.

(5)   U/W NCF reflects the Net Cash Flow after U/W Replacement Reserves, U/W
      LC's and TI's and U/W FF&E.

(6)   U/W DSCR is based on the amount of the monthly payments presented. In the
      case of cross-collateralized and cross-defaulted Underlying Mortgage Loans
      the combined U/W DSCR is presented for each and every related Underlying
      Mortgage Loan.

(7)   Anticipated Repayment Date.

(8)   Prepayment Provision as of Origination:

      Lock/(x) = Lockout or Defeasance for (x) payments

      YMA/(y)  = Greater of Yield Maintenance Premium and A% Prepayment for (y)
                 payments

      A%/(x)   = A% Prepayment for (x) payments

      0%/(x)   = Prepayable at par for (x) payments

(9)   "Yes" means that defeasance is permitted notwithstanding the Lockout
      Period.

(10)  Square footage number includes anchor spaces under ground leases.

(11)  The Mall at Fairfield Commons $85,500,000 "Pooled Note" represents a pari
      passu interest in a $114,000,000 Whole Loan. The remaining $28,500,000
      will not be included in the Trust.

(12)  The Mayfair Mall & Office Complex $80,000,000 "Pooled Note" represents a
      pari passu non controlling interest in a $200,000,000 Whole Loan. The
      Mayfair Mall & Office Complex pooled portion is expected to be rated BBB-.

(13)  The Stanford Shopping Center $75,000,000 "Pooled Note" represents a pari
      passu interest in a $165,000,000 senior portion. There is also a
      $55,000,000 mezzanine note which will be guaranteed by Simon Property
      Group. Stanford Shopping Center is expected to be shadow-rated BBB.

(14)  The Jefferson at Montfort Whole Loan has an original balance of
      $40,000,000. The property also secures a $5,000,000 subordinate note which
      is not included in the mortgage loan pool.

(15)  Based on the $114,000,000 Mall at Fairfield Commons Whole Loan.

(16)  Based on the $200,000,000 Mayfair Mall & Office Complex Whole Loan.

(17)  Based on the $165,000,000 Stanford Shopping Center Senior Note.

(18)  Based on the $35,000,000 Jefferson at Montfort "Pooled Note."

(19)  At the beginning of Year 11 of the loan term, the applicable interest rate
      will be 250 basis points over the 5-year US Treasury Note not to fall
      below 7.6000% or exceed 8.7500%. We have assumed an interest rate of
      7.6000% throughout the loan term.

(20)  Based on the $85,500,000 Mall at Fairfield Commons Pooled Note.

(21)  Based on the $80,000,000 Mayfair Mall & Office Complex Pooled Note.

(22)  Based on the $75,000,000 Stanford Shopping Center Pooled Note.

(23)  For the period between February 1, 2007 and January 1, 2012, the monthly
      payment will be $225,813. From February 1, 2012 through the end of the
      loan term, the monthly payment will be $258,292.40.

(24)  Tenant occupies space pursuant to a ground lease.

(25)  The Seller on the loan has master leased a space in order to guarantee an
      occupancy of 90%. As such, the amount of this reserve changes every month
      as the occupancy changes.

(26)  Hotel Properties are not included.

<PAGE>

                                                                     EXHIBIT C-1

                 FORM OF QIB INVESTMENT REPRESENTATION LETTER --
                          QUALIFIED INSTITUTIONAL BUYER

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
MAC #N9303-121
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services (CMBS)

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York  10010
Attention:  Real Estate Finance and Securitization Group

        Transfer of Credit Suisse First Boston Mortgage Securities Corp.
          Commercial Mortgage Pass-Through Certificates, Series 2003-C5

Ladies and Gentlemen:

      This letter is delivered pursuant to the Confidential Offering Circular
(the "Offering Circular") dated as of November 20, 2003 and to Section 5.02 of
the Pooling and Servicing Agreement dated as of December 1, 2003 (the "Pooling
and Servicing Agreement"), by and among Credit Suisse First Boston Mortgage
Securities Corp., as Depositor, Midland Loan Services Inc., as Master Servicer,
Clarion Partners, LLC, as Special Servicer, and Wells Fargo Bank Minnesota,
N.A., as Trustee, on behalf of the holders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through the Certificates,
Series 2003-C5 (the "Certificates") in connection with the transfer by
__________________________________ to the undersigned (the "Purchaser") of $
aggregate [Certificate Balance] [Notional Balance] of Class ___Certificates (the
"Certificate"). Capitalized terms used and not otherwise defined herein shall
have the respective meanings assigned to such terms in the Pooling and Servicing
Agreement.

      In connection with such transfer, unless otherwise directed by the
Depositor, the Purchaser hereby represents and warrants to you and the
addressees hereof as follows:

      1. The Purchaser is a "qualified institutional buyer" within the meaning
of Rule 144A ("Rule 144A") promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). The Purchaser is aware that the transfer is
being made in reliance on Rule 144A, and the Purchaser has had the opportunity
to obtain the information required to be provided pursuant to paragraph
(d)(4)(i) of Rule 144A.

      2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account, (b) for resale to "qualified
institutional buyers" in transactions under Rule 144A or (c) for resale to
persons that are not "U.S. persons" within the meaning of Regulation S under the
Securities Act, and not in any event with the view to, or for resale in
connection with, any distribution thereof. The Purchaser understands that the
Certificate (and any subsequent Certificate) has not been registered under the
Securities Act, by reason of a specified exemption from the registration
provisions of the Securities Act which depends upon, among other things, the
bona fide nature of the Purchaser's investment intent (or intent to resell to
only certain investors in certain exempted transactions), as expressed herein.

      3. The Purchaser has reviewed the Offering Circular and the agreements and
other materials referred to therein and has had the opportunity to ask questions
and receive answers concerning the terms and conditions of the transactions
contemplated by the Offering Circular.

      4. The Purchaser acknowledges that the Certificate (and any Certificate
issued on transfer or exchange thereof) has not been registered or qualified
under the Securities Act or the securities laws of any State or any other
jurisdiction, and that the Certificate cannot be resold unless it is registered
or qualified thereunder, or unless an exemption from such registration or
qualification is available.

      5. The Purchaser hereby undertakes to be bound by the terms and conditions
of the Pooling and Servicing Agreement in its capacity as an owner of a
Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for
the benefit of the Trust, the Trustee and all Certificateholders present and
future.

      6. The Purchaser will not sell or otherwise transfer any portion of the
Certificate or Certificates, except in compliance with Section 5.02 of the
Pooling and Servicing Agreement.

      7. With respect to any Class of Class A-X, Class A-SP, Class A-1-A, Class
G or Class H, (so long as such Class is rated at least "BBB-" by either Rating
Agency; and any other Class that is rated at least "BBB-" by either Rating
Agency) being acquired by or on behalf of an employee benefit plan or other
retirement arrangement, including an individual retirement account or a Keogh
plan, which is subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA) that is subject to any Federal,
State or local law (a "Similar Law"), which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (each, a "Plan"), the Purchaser is
acquiring such Certificates by or on behalf of a Plan in reliance on Prohibited
Transaction Exemption ("PTE") 89-90, as amended by PTE 97-34, PTE 2000-58 and
PTE 2002-41.

      8. With respect to the purchase of any Class of Class J, Class K, Class L,
Class M, Class N, Class O or Class P Certificates (unless such Class is then
rated at least "BBB-" by either Rating Agency), the Purchaser is not and will
not be a Plan or any person acting on behalf of any such Plan or using the
assets of any such Plan to purchase such classes of Certificates, unless the
Purchaser is an insurance company using assets of its general account and its
acquisition, holding and disposition of such Certificates is exempt by reason of
Sections I and III of Department of Labor Prohibited Transaction Class Exemption
95-60.

      9. The Purchaser understands that if it is a Person referred to in 8
above, such Purchaser is required to provide to the Trustee an opinion of
counsel or other certification in form and substance satisfactory to the Trustee
and the Depositor to the effect that the acquisition and holding of such
Certificate by such purchaser or transferee will not constitute or result in a
non-exempt prohibited transaction under ERISA, Section 4975 of the Code or any
Similar Law and will not subject the Trustee, the Master Servicer, the Special
Servicer, the Initial Purchasers or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or
any Similar Law) in addition to those set forth in the Pooling and Servicing
Agreement, which opinion of counsel or certification shall not be at the expense
of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Trust Fund.

      10. In the event that we purchase any of the Certificates, we will acquire
Certificates having a minimum purchase price of not less than [$10,000] [in the
case of the Class O and Class P Certificates, $100,000] for our own account or
for any separate account for which we are acting.

      11. Check one of the following:

      ______We are a "U.S. Person" and we have attached hereto an Internal
Revenue Service ("IRS") Form W-9 (or successor form).

      ______We are not a "U.S. Person" and under applicable law in effect on the
date hereof, no Taxes will be required to be withheld by the Certificate
Registrar (or its agent) with respect to distributions to be made on the
Certificates. We have attached hereto either (i) a duly executed IRS Form W-8BEN
(or successor form), which identifies us as the beneficial owner of the
Certificates and states that we are not a U.S. Person, (ii) two duly executed
copies of IRS Form W-8IMY (with appropriate attachments) or (iii) two duly
executed copies of IRS Form W-8ECI (or successor form), which identify us as the
beneficial owner of the Certificates and state that and interest and original
issue discount on the Certificates is, or is expected to be, effectively
connected with a U.S. trade or business. We agree to provide the Certificate
Registrar updated IRS Forms W-8BEN, IRS Form W-8IMY or IRS Forms W-8ECI, as the
case may be, any applicable successor IRS forms, or such other certifications as
the Certificate Registrar may reasonably request, on or before the date that any
such IRS form or certification expires or becomes obsolete, or promptly after
the occurrence of any event requiring a change in the most recent IRS form or
certification furnished by it to the Certificate Registrar.

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

      IN WITNESS WHEREOF, the Purchaser hereby executes this Qualified
Institutional Buyer Representation Letter on the [_____] day of
[________________, _____].

                                       Very truly yours,

                                       [THE PURCHASER]

                                       By:  __________________________________
                                            Name:
                                            Title:

<PAGE>

                                                                     EXHIBIT C-2

           FORM OF REGULATION S INVESTMENT REPRESENTATION LETTER --
                                 NON-U.S. PERSON

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
MAC #N9303-121
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services (CMBS)

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York  10010
Attention: Real Estate Finance and Securitization Group

        Transfer of Credit Suisse First Boston Mortgage Securities Corp.
          Commercial Mortgage Pass-Through Certificates, Series 2003-C5

Ladies and Gentlemen:

      This letter is delivered pursuant to the Confidential Offering Circular
(the "Offering Circular") dated as of November 20, 2003 and to Section 5.02 of
the Pooling and Servicing Agreement dated as of December 1, 2003 (the "Pooling
and Servicing Agreement"), by and among Credit Suisse First Boston Mortgage
Securities Corp., as Depositor, Midland Loan Services Inc., as Master Servicer,
Clarion Partners, LLC, as Special Servicer, and Wells Fargo Bank Minnesota,
N.A., as Trustee, on behalf of the holders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through the Certificates,
Series 2003-C5 (the "Certificates") in connection with the transfer by
______________________________ to the undersigned (the "Purchaser") of $
aggregate [Certificate Balance] [Notional Balance] of Class ___Certificates (the
"Certificate"). Capitalized terms used and not otherwise defined herein shall
have the respective meanings assigned to such terms in the Pooling and Servicing
Agreement.

      In connection with such transfer, unless otherwise directed by the
Depositor, the Purchaser hereby represents and warrants to you and the
addressees hereof as follows:

      1. The Purchaser is not a "U.S. person" within the meaning of Regulation S
(a "Non-U.S. Person") under the Securities Act of 1933, as amended (the
"Securities Act").

      2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account, (b) for resale to Non-U.S. Persons
in transactions under Regulation S or (c) for resale to "qualified institutional
buyers" in transactions under Rule 144A under the Securities Act, and not in any
event with the view to, or for resale in connection with, any distribution
thereof. The Purchaser understands that the Certificate (and any subsequent
Certificate) has not been registered under the Securities Act, by reason of a
specified exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the Purchaser's
investment intent (or intent to resell to only certain investors in certain
exempted transactions), as expressed herein.

      3. The Purchaser has reviewed the Offering Circular and the agreements and
other materials referred to therein and has had the opportunity to ask questions
and receive answers concerning the terms and conditions of the transactions
contemplated by the Offering Circular.

      4. The Purchaser acknowledges that the Certificate (and any Certificate
issued on transfer or exchange thereof) has not been registered or qualified
under the Securities Act or the securities laws of any State or any other
jurisdiction, and that the Certificate cannot be resold unless it is registered
or qualified thereunder, or unless an exemption from such registration or
qualification is available.

      5. The Purchaser hereby undertakes to be bound by the terms and conditions
of the Pooling and Servicing Agreement in its capacity as an owner of a
Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for
the benefit of the Trust, the Trustee and all Certificateholders present and
future.

      6. The Purchaser will not sell or otherwise transfer any portion of the
Certificate or Certificates, except in compliance with Section 5.02 of the
Pooling and Servicing Agreement.

      7. The Purchaser is not a U.S. Person and under applicable law in effect
on the date hereof, no taxes will be required to be withheld by the Trustee (or
its agent) with respect to distributions to be made on the Certificate. The
Purchaser has attached hereto either (i) a duly executed IRS Form W-8BEN (or
successor form), which identifies such Purchaser as the beneficial owner of the
Certificate and states that such Purchaser is not a U.S. Person (ii) two duly
executed copies of IRS Form W-8IMY (with appropriate attachments) or (iii) two
duly executed copies of IRS Form W-8ECI (or successor form), which identify such
Purchaser as the beneficial owner of the Certificate and state that interest and
original issue discount on the Certificate and Permitted Investments is, or is
expected to be, effectively connected with a U.S. trade or business. The
Purchaser agrees to provide to the Trustee updated IRS Forms W-8BEN, IRS Form
W-8IMY or IRS Forms W-8ECI, as the case may be, any applicable successor IRS
forms, or such other certifications as the Trustee may reasonably request, on or
before the date that any such IRS form or certification expires or becomes
obsolete, or promptly after the occurrence of any event requiring a change in
the most recent IRS form of certification furnished by it to the Trustee.

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

      8. With respect to any Class of Class A-X, Class A-SP, A-1-A, Class G or
Class H, Certificates (so long as such Class is rated "BBB-" by either Rating
Agency; and any other Class that is rated at least "BBB-" by either Rating
Agency) being acquired by or on behalf of an employee benefit plan or other
retirement arrangement, including an individual retirement account or a Keogh
plan, which is subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA) that is subject to any Federal,
State or local law (a "Similar Law"), which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (each, a "Plan"), the Purchaser is
acquiring such Certificates by or on behalf of a Plan in reliance on Prohibited
Transaction Exemption ("PTE") 89-90, as amended by PTE 97-34, PTE 2000-58 and
PTE 2002-41.

      9. With respect to the purchase of any Class of Class J, Class K, Class L,
Class M, Class N, Class O or Class P Certificates (unless such Class is then
rated at least "BBB-" by either Rating Agency), the Purchaser is not and will
not be a Plan or any person acting on behalf of any such Plan or using the
assets of any such Plan to purchase such classes of Certificates, unless the
Purchaser is an insurance company using assets of its general account and its
acquisition, holding and disposition of such Certificates is exempt by reason of
Sections I and III of Department of Labor Prohibited Transaction Class Exemption
95-60.

      10. The Purchaser understands that if it is a Person referred to in 9
above, such Purchaser is required to provide to the Trustee an opinion of
counsel or other certification in form and substance satisfactory to the Trustee
and the Depositor to the effect that the acquisition and holding of such
Certificate by such purchaser or transferee will not constitute or result in a
non-exempt prohibited transaction under ERISA, Section 4975 of the Code or any
Similar Law and will not subject the Trustee, the Master Servicer, the Special
Servicer, the Initial Purchasers or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or
any Similar Law) in addition to those set forth in the Pooling and Servicing
Agreement, which opinion of counsel or other certification shall not be at the
expense of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Trust Fund.

      11. In the event that we purchase any of the Certificates, we will acquire
Certificates having a minimum purchase price of not less than [$10,000] [in the
case of Class O or Class P, Certificates, $100,000] for our own account or for
any separate account for which we are acting.

      IN WITNESS WHEREOF, the Purchaser hereby executes this Regulation S
Investment Representation Letter on the [_____] day of [_____________, _____].

                                       Very truly yours,

                                       [THE PURCHASER]

                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                                                                     EXHIBIT C-3

                        FORM OF REPRESENTATION LETTER --
                        INSTITUTIONAL ACCREDITED INVESTOR

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
MAC #N9303-121
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services (CMBS)

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York  10010
Attention: Real Estate Finance and Securitization Group

        Transfer of Credit Suisse First Boston Mortgage Securities Corp.
          Commercial Mortgage Pass-Through Certificates, Series 2003-C5

Ladies and Gentlemen:

      This letter is delivered pursuant to the Confidential Offering Circular
(the "Offering Circular") dated as of November 20, 2003 and to Section 5.02 of
the Pooling and Servicing Agreement dated as of December 1, 2003 (the "Pooling
and Servicing Agreement"), by and among Credit Suisse First Boston Mortgage
Securities Corp., as Depositor, Midland Loan Services Inc., as Master Servicer,
Clarion Partners, LLC, as Special Servicer, and Wells Fargo Bank Minnesota,
N.A., as Trustee, on behalf of the holders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2003-C5 (the "Certificates") in connection with the transfer by
__________________________ to the undersigned (the "Purchaser") of $ aggregate
[Certificate Balance] [Notional Balance] of Class O Certificates (the
"Certificate"). Capitalized terms used and not otherwise defined herein shall
have the respective meanings assigned to such terms in the Pooling and Servicing
Agreement.

      In connection with such transfer, unless otherwise directed by the
Depositor, the Purchaser hereby represents and warrants to you and the
addressees hereof as follows:

      1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the "Act"),
or an entity in which all of the equity owners are accredited investors within
the meaning of Rule 501(a)(1), (2) or (3) under the Act (an "Accredited
Investor") and we are acquiring the Certificates for investment purposes and not
with a view to, or for offer or sale in connection with, any distribution in
violation of the Act, and have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Certificates, and we and any accounts for which we are acting
are each able to bear the economic risk of our or their investment.

      2. (A) any purchase of the Certificate by the Purchaser will be for its
own account or for the account of one or more other accredited investors or as
fiduciary for the account of one or more trusts, each of which is an "accredited
investor" within the meaning of Rule 501(a)(7) under the Act and for each of
which the Purchaser exercises sole investment discretion or (B) the Purchaser is
a "bank," within the meaning of Section 3(a)(2) of the Act, or a "savings and
loan association" or other institution described in Section 3(a)(5)(A) of the
Act that is acquiring the Certificate as fiduciary for the account of one or
more institutions for which the Purchaser exercises sole investment discretion.

      3. The Purchaser has received and reviewed the Confidential Offering
Circular relating to the Certificate (the "Offering Circular") and the
agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Offering Circular.

      4. The Purchaser acknowledges that the Certificate (and any Certificate
issued on transfer or exchange thereof) has not been registered or qualified
under the Securities Act or the securities laws of any State or any other
jurisdiction, and that the Certificate cannot be resold unless it is registered
or qualified thereunder or unless an exemption from such registration or
qualification is available.

      5. The Purchaser hereby undertakes to be bound by the terms and conditions
of the Pooling and Servicing Agreement in its capacity as an owner of a
Certificate or Certificates, as the case may be (each a "Certificateholder", in
all respects as if it were a signatory thereto. This undertaking is made for the
benefit of the Trust, the Trustee and all Certificateholders present and future.

      6. The Purchaser will not sell or otherwise transfer any portion of the
Certificate or Certificates, except in compliance with Section 5.02 of the
Pooling and Servicing Agreement.

      7. The Purchaser is not (a) an employee benefit plan subject to the
fiduciary responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or a governmental plan (as defined in Section
3(32) of ERISA) subject to any federal, state or local law (a "Similar Law"),
which is, to a material extent, similar to the foregoing provisions of ERISA or
the Code (each, a "Plan"), or (b) a person acting on behalf of or using the
assets of any such Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the
application of Department of Labor Regulation Section 2510.3-101), other than an
insurance company using the assets of its general account under circumstances
whereby the purchase and holding of the Certificates by such insurance company
would be eligible for the exemptive relief from the prohibited transaction
provisions of ERISA and Section 4975 of the Code that is available under
Sections I and III of Prohibited Transaction Class Exemption 95-60.

      8. The Purchaser understands that if it is a Person referred to in 7(a) or
(b) above, such Purchaser is required to provide to the Trustee an opinion of
counsel or other certification in form and substance satisfactory to the Trustee
and the Depositor to the effect that the acquisition and holding of such
Certificate by such purchaser or transferee will not constitute or result in a
non-exempt prohibited transaction under ERISA, Section 4975 of the Code or any
Similar Law, and will not subject the Trustee, the Master Servicer, the Special
Servicer, the Initial Purchasers or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or
any Similar Law) in addition to those set forth in the Pooling and Servicing
Agreement, which opinion of counsel or other certification shall not be at the
expense of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Trust Fund.

      9. In the event that we purchase any of the Certificates, we will acquire
Certificates having a minimum purchase price of not less than [$10,000] [in the
case of Class O and Class P, Certificates, $100,000] for our own account or for
any separate account for which we are acting.

      10. Check one of the following:

      ______We are a "U.S. Person" and we have attached hereto an Internal
Revenue Service ("IRS") Form W-9 (or successor form).

      ______We are not a "U.S. Person" and under applicable law in effect on the
date hereof, no Taxes will be required to be withheld by the Certificate
Registrar (or its agent) with respect to distributions to be made on the
Certificates. We have attached hereto either (i) a duly executed IRS Form W-8BEN
(or successor form), which identifies us as the beneficial owner of the
Certificates and states that we are not a U.S. Person, (ii) two duly executed
copies of IRS Form W-8IMY (with appropriate attachments) or (iii) two duly
executed copies of IRS Form W-8ECI (or successor form), which identify us as the
beneficial owner of the Certificates and state that and interest and original
issue discount on the Certificates is, or is expected to be, effectively
connected with a U.S. trade or business. We agree to provide the Certificate
Registrar updated IRS Forms W-8BEN, IRS Form W-8IMY or IRS Forms W-8ECI, as the
case may be, any applicable successor IRS forms, or such other certifications as
the Certificate Registrar may reasonably request, on or before the date that any
such IRS form or certification expires or becomes obsolete, or promptly after
the occurrence of any event requiring a change in the most recent IRS form or
certification furnished by it to the Certificate Registrar.

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

      IN WITNESS WHEREOF, the Purchaser hereby executes this Accredited Investor
Investment Representation Letter on the [______] day of [___________, _____].

                                       Very truly yours,

                                       [THE PURCHASER]


                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                                                                     EXHIBIT D-1

                           FORM OF TRANSFER AFFIDAVIT

        AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE
                            CODE OF 1986, AS AMENDED

STATE OF                )
                        )  ss:
COUNTY OF               )

      [Name of Officer], being first duly sworn, deposes and says:

      1. That [he] [she] is a [Title of Officer] of [Name of Transferee] (the
"Transferee"), a [description of type of entity] duly organized and existing
under the laws of the State [Commonwealth] of [ ], on behalf of which he makes
this affidavit.

      2. That the Transferee's Taxpayer Identification Number is [ ].

      3. That the Transferee of the Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2003-C5,
Class R Certificates (the "Class R Certificate") (i) is not a Disqualified
Organization, an ERISA Prohibited Holder, or a Non-U.S. Person (as defined in
Article I of the Pooling and Servicing Agreement, dated as of December 1, 2003,
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor,
Midland Loan Services, Inc., as Master Servicer, Clarion Partners, LLC, as
Special Servicer, and Wells Fargo Bank Minnesota, N.A., as Trustee (the "Pooling
and Servicing Agreement") and will endeavor to remain other that a Disqualified
Organization and other than a Non-U.S. Person for so long as it retains its
ownership interest in the Class R Certificate, or (ii) is acquiring the Class R
Certificate for the account of, or as agent (including as a broker, nominee, or
other middleman) for, a Person other than a Disqualified Organization or a
Non-U.S. Person.

      4. That the Transferee historically has paid its debts as they have come
due and intends to pay its debts as they come due in the future and the
Transferee intends to pay taxes associated with holding the Class R Certificate
as they become due.

      5. That the Transferee understands that it may incur tax liabilities with
respect to the Class R Certificate in excess of any cash flow generated by the
Class R Certificate.

      6. That the Transferee agrees not to transfer the Class R Certificate to
any Person or entity unless (a) the Transferee has received from such Person or
entity an affidavit substantially in the form of this Transfer Affidavit, and
(b) the Transferee provides to the Certificate Registrar a letter substantially
in the form of Exhibit D-2 to the Pooling and Servicing Agreement certifying
that it has no actual knowledge that such Person or entity is a Disqualified
Organization or an Agent thereof, an ERISA Prohibited Holder or a Non-U.S.
Person and that it has no reason to know that such Person or entity does not
satisfy the requirements set forth in paragraph 4 hereof.

      7. That the Transferee agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class R Certificate to a Disqualified Organization or an Agent
thereof, an ERISA Prohibited Holder or a Non-U.S. Person. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

      8. That, if a "tax matters person" is required to be designated with
respect to either Trust REMIC created under the Pooling and Servicing Agreement,
the Transferee agrees to act as "tax matters person" and to perform the
functions of "tax matters person" of such Trust REMIC pursuant to Section
10.01(c) of the Pooling and Servicing Agreement, and agrees to the irrevocable
designation of the Master Servicer as the Transferee's agent in performing the
function of "tax matters person."

      9. The Transferee has reviewed, and agrees to be bound by and to abide by,
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement
concerning registration of the transfer and exchange of Class R Certificates.

      10. The Transferee will not cause income from the Residual Certificate to
be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other U.S.
person.

      11. Select one of the following, if applicable:

          [ ] The present value of the anticipated tax liabilities associated
with holding the Class R Certificate, as applicable, does not exceed the sum of:

      (i) the present value of any consideration given to the Transferee to
acquire such Class R Certificate;

      (ii) the present value of the expected future distributions on such
Certificate; and

      (iii) the present value of the anticipated tax savings associated with
holding such Certificate as the related REMIC generates losses.

      For purposes of this calculation, (i) the Transferee is assumed to pay tax
at the highest rate currently specified in Section 11(b) of the Code (but the
tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest
rate specified in Section 11(b) of the Code if the Transferee has been subject
to the alternative minimum tax under Section 55 of the Code in the preceding two
years and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the
Transferee.

            [ ] The transfer of the Class R Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from Class R Certificate will only be taxed in
                  the United States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S. Treasury
                  Regulation Section 1.860E-1(c)(c)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Class R Certificate only to
                  another "eligible corporation," as defined in U.S. Treasury
                  Regulation Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
                  and (iii) and 1.860E-1(c)(5); and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Class R Certificate based on reasonable market
                  assumptions (including, but not limited to, borrowing and
                  investment rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Transferee) that it has determined in good faith.

            [ ] None of the above.

      IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, by its [Title of Officer] this ____ of ______, 20__.

                                       [NAME OF TRANSFEREE]


                                       By:____________________________________
                                          [Name of Officer]
                                          [Title of Officer]

      Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the Transferee, and acknowledged to me that [he]
[she] executed the same as [his] [her] free act and deed and the free act and
deed of the Transferee.

      Subscribed and sworn before me this ____ day of ______ 20__.

NOTARY PUBLIC

COUNTY OF

STATE OF

      My commission expires the ___ day of __________, 20__.

<PAGE>

                                                                     EXHIBIT D-2

                           FORM OF TRANSFER AFFIDAVIT

        AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE
                            CODE OF 1986, AS AMENDED

STATE OF                )
                        )  ss:
COUNTY OF               )

      [Name of Officer], being first duly sworn, deposes and says:

      1. That [he] [she] is a [Title of Officer] of [Name of Transferee] (the
"Transferee"), a [description of type of entity] duly organized and existing
under the laws of the State [Commonwealth] of [ ], on behalf of which he makes
this affidavit.

      2. That the Transferee's Taxpayer Identification Number is [ ].

      3. That the Transferee of the Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2003-C5,
Class LR Certificates (the "Class LR Certificate") (i) is not a Disqualified
Organization, an ERISA Prohibited Holder, or a Non-U.S. Person (as defined in
Article I of the Pooling and Servicing Agreement, dated as of December 1, 2003,
by and among Credit Suisse First Boston Mortgage Securities Corp., as Depositor,
Midland Loan Services, Inc., as Master Servicer, Clarion Partners, LLC, as
Special Servicer, and Wells Fargo Bank Minnesota, N.A., as Trustee (the "Pooling
and Servicing Agreement") and will endeavor to remain other that a Disqualified
Organization and other than a Non-U.S. Person for so long as it retains its
ownership interest in the Class LR Certificate, or (ii) is acquiring the Class
LR Certificate for the account of, or as agent (including as a broker, nominee,
or other middleman) for, a Person other than a Disqualified Organization or a
Non-U.S. Person.

      4. That the Transferee historically has paid its debts as they have come
due and intends to pay its debts as they come due in the future and the
Transferee intends to pay taxes associated with holding the Class LR Certificate
as they become due.

      5. That the Transferee understands that it may incur tax liabilities with
respect to the Class LR Certificate in excess of any cash flow generated by the
Class LR Certificate.

      6. That the Transferee agrees not to transfer the Class LR Certificate to
any Person or entity unless (a) the Transferee has received from such Person or
entity an affidavit substantially in the form of this Transfer Affidavit, and
(b) the Transferee provides to the Certificate Registrar a letter substantially
in the form of Exhibit D-2 to the Pooling and Servicing Agreement certifying
that it has no actual knowledge that such Person or entity is a Disqualified
Organization or an Agent thereof, an ERISA Prohibited Holder or a Non-U.S.
Person and that it has no reason to know that such Person or entity does not
satisfy the requirements set forth in paragraph 4 hereof.

      7. That the Transferee agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class LR Certificate to a Disqualified Organization or an Agent
thereof, an ERISA Prohibited Holder or a Non-U.S. Person. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

      8. That, if a "tax matters person" is required to be designated with
respect to either Trust REMIC created under the Pooling and Servicing Agreement,
the Transferee agrees to act as "tax matters person" and to perform the
functions of "tax matters person" of such Trust REMIC pursuant to Section
10.01(c) of the Pooling and Servicing Agreement, and agrees to the irrevocable
designation of the Master Servicer as the Transferee's agent in performing the
function of "tax matters person."

      9. The Transferee has reviewed, and agrees to be bound by and to abide by,
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement
concerning registration of the transfer and exchange of Class LR Certificates.

      10. The Transferee will not cause income from the Residual Certificate to
be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other
person.

      11. Select one of the following, if applicable:

            [ ] The present value of the anticipated tax liabilities associated
with holding the Class LR Certificate, as applicable, does not exceed the sum
of:

            (i)   the present value of any consideration given to the Transferee
                  to acquire such Class LR Certificate;

            (ii)  the present value of the expected future distributions on such
                  Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such Certificate as the related REMIC generates
                  losses.

      For purposes of this calculation, (i) the Transferee is assumed to pay tax
at the highest rate currently specified in Section 11(b) of the Code (but the
tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest
rate specified in Section 11(b) of the Code if the Transferee has been subject
to the alternative minimum tax under Section 55 of the Code in the preceding two
years and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the
Transferee.

            [ ] The transfer of the Class LR Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from Class LR Certificate will only be taxed in
                  the United States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S. Treasury
                  Regulation Section 1.860E-1(c)(c)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Class R Certificate only to
                  another "eligible corporation," as defined in U.S. Treasury
                  Regulation Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
                  and (iii) and 1.860E-1(c)(5); and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Class LR Certificate based on reasonable market
                  assumptions (including, but not limited to, borrowing and
                  investment rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Transferee) that it has determined in good faith.

            [X]   None of the above.

      IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, by its [Title of Officer] this ____ of ______, 20__.

                                       [NAME OF TRANSFEREE]


                                       By:____________________________________
                                          [Name of Officer]
                                          [Title of Officer]

      Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the Transferee, and acknowledged to me that [he]
[she] executed the same as [his] [her] free act and deed and the free act and
deed of the Transferee.

      Subscribed and sworn before me this ____ day of ______ 20__.

NOTARY PUBLIC

COUNTY OF

STATE OF

      My commission expires the ___ day of __________, 20__.

<PAGE>

                                                                     EXHIBIT D-3

                            FORM OF TRANSFEROR LETTER

                                                                          [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
MAC #N9303-121
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services (CMBS)

      Re:   Credit Suisse First Boston Mortgage Securities Corp. Commercial
            Mortgage Pass-Through Certificates, Series 2003-C5
            ---------------------------------------------------------------

Ladies and Gentlemen:

      [Transferor] has reviewed the attached affidavit of [Transferee], and,
after a reasonable investigation of the financial condition of the [Transferee],
has no actual knowledge that such affidavit is not true and has no reason to
know that the requirements set forth in paragraphs 3, 4 and 10 thereof are not
satisfied or that the information contained in paragraphs 3, 4 and thereof is
not true.

                                       Very truly yours,

                                       [Transferor]



                                       Name:

<PAGE>

                                                                       EXHIBIT E

                             LIST OF MEZZANINE LOANS

                                      NONE

<PAGE>

                                                                       EXHIBIT F

                           FORM OF REQUEST FOR RELEASE

                                                                          [DATE]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
MAC #N9303-121
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services (CMBS)

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York 10010
Attention: Principal Transactions Group

      Credit Suisse First Boston Mortgage Securities Corp.
             Commercial Mortgage Pass-Through Certificates, Series 2003-C5
             REQUEST FOR RELEASE

Dear _______________,

      In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee under a certain Pooling and Servicing Agreement dated
as of December 1, 2003 (the "Pooling and Servicing Agreement"), by and among
Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Midland Loan
Services Inc. [(the undersigned)], as Master Servicer and Clarion Partners, LLC
[(the undersigned)] as Special Servicer, and you, as Trustee, the undersigned
hereby requests a release of the Mortgage File (or the portion thereof specified
below) held by or on behalf of you as Custodian with respect to the following
described Loan for the reason indicated below.

      Mortgagor's Name:

      Address:

      Loan No.:

      If only particular documents in the Mortgage File are requested, please
specify which:

      Reason for requesting file (or portion thereof):

      _____1. Loan paid in full. The [Servicer] [Special Servicer] hereby
      certifies that all amounts received in connection with the Loan have been
      or will be credited to the Collection Account pursuant to the Pooling and
      Servicing Agreement.

      _____2. The Loan is being foreclosed.

      _____3. Other.  (Describe)

      The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten days of our receipt thereof, unless the Loan has been
paid in full, in which case the Mortgage File (or such portion thereof) will be
retained by us permanently, unless the Loan is being foreclosed, in which case
the Mortgage File (or such portion thereof) will be returned when no longer
required by us for such purpose.

      Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                       [MIDLAND LOAN SERVICES INC.]

                                       [CLARION PARTNERS, LLC]


                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                                                                       EXHIBIT G

                                   [RESERVED]

<PAGE>

                                                                       EXHIBIT H

                         FORM OF AFFIDAVIT OF LOST NOTE

STATE OF                )
                        )  ss.:
COUNTY OF               )

      ,__________________________________________,  being duly sworn,  deposes
and says:

      1. that he/she is an authorized signatory of _________________________
(the "Noteholder");

      2. that the Noteholder is the owner and holder of a mortgage loan in the
original principal amount of $__________ secured by a mortgage (the "Mortgage")
on the premises known as _________ __________, located in ______________;

      3. that the Noteholder, after having conducted a diligent investigation of
its records and files, has been unable to locate the following original note and
believes that said original note has been lost, misfiled, misplaced or destroyed
due to a clerical error:

            a note in the original sum of $_________made by ___________, to
            __________________________, under date of __________(the "Note");

      4. that the Note is now owned and held by the Noteholder;

      5. that the Note has not been paid-off, satisfied, assigned, transferred,
encumbered, endorsed, pledged, hypothecated, or otherwise disposed of and that
the original Note has been either lost, misfiled, misplaced or destroyed;

      6. that no other person, firm, corporation or other entity has any right,
title, interest or claim in the Note except the Noteholder; and

      7. upon assignment of the Note by the Noteholder to Credit Suisse First
Boston Mortgage Securities Corp. (the "Depositor" or the "Purchaser") and
subsequent assignment by the Depositor to the Trustee for the benefit of the
holders of the Credit Suisse First Boston Mortgage Securities Corp. Commercial
Mortgage Pass-Through Certificates, Series 2003-C5 (the "Trustee") (which
assignment may, at the discretion of the Depositor, be made directly by the
Noteholder to the Trustee) the Noteholder covenants and agrees (a) to promptly
deliver to the Trustee the original Note if it is subsequently found, and (b) to
indemnify and hold harmless the Trustee and its successors and assigns from and
against any and all costs, expenses and monetary losses arising as a result of
the Noteholder's or the Depositor's failure to deliver said original Note to the
Trustee.

                                       NAME OF NOTEHOLDER


                                       By:____________________________________
                                       Authorized Signatory

Sworn to before me this
________ day of ____________, 20__

<PAGE>

                                                                       EXHIBIT I

                             INVESTOR CERTIFICATION

                                                                           Date:

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
MAC #N9303-121
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services (CMBS)

      In accordance with Section 4.02 of the Pooling and Servicing Agreement,
dated as of December 1, 2003 (the "Agreement"), among Credit Suisse First Boston
Mortgage Securities Corp. as Depositor, Midland Loan Services, Inc., as
Servicer, Clarion Partners, LLC, as Special Servicer, and you, as Trustee, with
respect to the Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2003-C5 (the "Certificates"), the
undersigned hereby certifies and agrees as follows:

1.    The undersigned is a beneficial owner or prospective purchaser of the
      Class ____ Certificates.

2.    The undersigned is requesting, pursuant to Section 4.02 of the Agreement,
      is requesting access to certain information (the "Information") on the
      Trustee's website and/or is requesting the information identified on the
      schedule attached hereto (also, the "Information") pursuant to Section
      4.02 of the Agreement.

3.    In consideration of the Trustee's disclosure to the undersigned of the
      Information, or providing access in connection therewith, the undersigned
      will keep the Information confidential (except from such outside persons
      as are assisting it in making an evaluation in connection with purchasing
      the related Certificates, from its accountants and attorneys, and
      otherwise from such governmental or banking authorities or agencies to
      which the undersigned is subject), and such Information will not, without
      the prior written consent of the Trustee, be otherwise disclosed by the
      undersigned or by its officers, directors, partners, employees, agents or
      representatives (collectively, the "Representatives") in any manner
      whatsoever, in whole or in part; provided that the undersigned may provide
      all or any part of the Information to any other person or entity that
      holds or is contemplating the purchase of any Certificate or interest
      therein, but only if such person or entity confirms in writing such
      ownership interest or prospective ownership interest and agrees to keep it
      confidential.

4.    The undersigned will not use or disclose the Information in any manner
      which could result in a violation of any provision of the Securities Act
      of 1933, as amended (the "Securities Act"), or the Securities Exchange Act
      of 1934, as amended, or would require registration of any Certificate
      pursuant to Section 5 of the Securities Act.

5.    The undersigned shall be fully liable for any breach of this agreement by
      itself or any of its Representatives and shall indemnify the Depositor,
      the Trustee and the Trust Fund for any loss, liability or expense incurred
      thereby with respect to any such breach by the undersigned or any of its
      Representatives.

Capitalized terms used but not defined herein shall have the respective meanings
      assigned thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized signatory, as of the day and year written above.

                                       Beneficial Owner or Prospective Purchaser


                                       Name: ___________________________
                                       Title: __________________________
                                       Company:_________________________
                                       Phone:

<PAGE>

                                                                     EXHIBIT J-1

            FORM OF INTERMEDIATE TRUSTEE (OR CUSTODIAN) CERTIFICATION

                                                      [date]

To: The Parties Listed on Schedule A Attached Hereto.

        Intermediate Review of Mortgage Files by the Trustee Pursuant to
          the Pooling and Servicing Agreement (dated December 1, 2003)
          ------------------------------------------------------------

Ladies and Gentlemen:

      In accordance with Sections 2.02 (b) of the Pooling and Servicing
Agreement, dated December 1, 2003, by and among Credit Suisse First Boston
Mortgage Securities Corp., as Depositor, Midland Loan Services, Inc., as master
servicer and Clarion Partners, LLC as special servicer, and Wells Fargo Bank
Minnesota, N.A., as trustee (the "Agreement"), with respect to the Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-C5, the undersigned, as Trustee (or Custodian) hereby
certifies as to each Loan subject to the Agreement (except as is identified in
any attached schedule hereto or specifically excluded in the paragraph below)
that, subject to Section 2.02(d) of the Agreement, for each Mortgage Loan all
documents specified in clauses (i) through (v), (ix) (without regard to the
parenthetical clause), (xi), (xii), (xvi) and (xviii) of paragraph (a) of the
definition of "Mortgage File" (the "Mortgage File) have been executed and
received, appear to be what they purport to be, have not been torn, mutilated,
damaged, defaced, and relate to the related Loan.

      In completing said review, the Trustee is authorized to rely on the
purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon and upon the delivery of such
documents to the Title Company as provided for in Section 2.01. The Trustee
shall be under no duty or obligation to inspect, review, or examine any such
documents, instruments or certificates to independently determine that they are
valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate
for the represented purpose, whether the text of any assignment or endorsement
is in proper or recordable form (except to determine if the endorsement conforms
to the requirements of Section 2.01(a)), or whether the recordation of any
document complies with the recordation requirements of any applicable
jurisdiction, nor shall the Trustee be responsible for determining whether there
are any documents which are required to be included in each such Mortgage File
pursuant to the Agreement.

      Further, with respect to UCC filings, absent actual knowledge or copies of
UCC filings in any such Mortgage File indicating otherwise, the Trustee shall
assume for purposes of the certifications delivered pursuant to Sections 2.01
and 2.02 of the Agreement, that filings were made for each Mortgaged Property in
the appropriate public recording or filing office(s).

      Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in the Agreement.

                                       Respectfully,

                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                       as Trustee,

                                       By:__________________________________
                                          Name:
                                          Title:

<PAGE>

                                   Schedule A

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, NY  10010

Midland Loan Services, Inc.
P.O. Box 25965
Shawnee Mission, Kansas 66225-5965
Attention: President

Clarion Partners, LLC
230 Park Avenue
12th Floor
New York, NY  10169


[Column Financial, Inc.
3414 Peachtree Road, N.E.
Suite 1140
Atlanta, Georgia 30326]


KeyBank National Association
c/o KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500
Kansas City, Missouri  64105

[PNC Bank, National Association
P.O. Box 25965
Shawnee Mission, Kansas 66225-5965
Attention: Harry Funk

with a copy to:

PNC Bank, National Association
One PNC Plaza, 21st Floor
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222
Attention: Gretchen Lengel Kelly]

<PAGE>

                                                                     EXHIBIT J-2

               FORM OF FINAL TRUSTEE (OR CUSTODIAN) CERTIFICATION

                                                      [date]

To: The Parties Listed on Schedule A Attached Hereto.

      Receipt and Final Review of Mortgage Files by the Trustee Pursuant to the
            Pooling and Servicing Agreement (dated December 1, 2003)

Ladies and Gentlemen:

      In accordance with Section 2.02(c) of the Pooling and Servicing Agreement,
dated December 1, 2003, by and among Credit Suisse First Boston Mortgage
Securities Corp., as Depositor, Midland Loan Services, Inc., as master servicer
and Clarion Partners, LLC as special Servicer, and Wells Fargo Bank Minnesota,
N.A., as Trustee (the "Agreement"), with respect to the Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2003-C5, the undersigned, as Trustee (or as Custodian), hereby certifies
that, subject to Section 2.02(d), as to each Mortgage Loan subject to the
Agreement (excluding any Loan as to which a Liquidation Event has occurred or
any Loan specifically identified in any exception report annexed hereto, (i) all
documents specified in clauses (i) through (v), (ix) (without regard to the
parenthetical clause), (xi), (xii), (xvi) and (xviii) of paragraph (a) of the
definition of "Mortgage File" are in its possession, (ii) it has received either
a recorded original of each of the assignments specified in clause (iii) and
clause (v) of the definition of "Mortgage File," or, insofar as an unrecorded
original thereof had been delivered or caused to be delivered by the applicable
Mortgage Loan Seller, a copy of such recorded original certified by the
applicable public recording office to be true and complete, and (iii) all such
Loan Documents have been received, have been executed, appear to be what they
purport to be, purport to be recorded or filed (if recordation or filing is
specified for such document in the definition of "Mortgage File") and have not
been torn, mutilated or otherwise defaced, and that such documents relate to the
Loans identified on the Mortgage Loan Schedule.

      Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Agreement. This Certificate is qualified in all
respects by the terms of the Agreement.

                                   WELLS FARGO BANK MINNESOTA, N.A., as Trustee,

                                   By: ______________________________
                                       Name:
                                       Title:

<PAGE>

                                   Schedule A

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, NY  10010

Midland Loan Services, Inc.
P.O. Box 25965
Shawnee Mission, Kansas 66225-5965
Attention: President

Clarion Partners, LLC
230 Park Avenue
12th Floor
New York, NY  10169


[Column Financial, Inc.
3414 Peachtree Road, N.E.
Suite 1140
Atlanta, Georgia 30326]


KeyBank National Association
c/o KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500
Kansas City, Missouri  64105

[PNC Bank, National Association
P.O. Box 25965
Shawnee Mission, Kansas 66225-5965
Attention: Harry Funk

with a copy to:

PNC Bank, National Association
One PNC Plaza, 21st Floor
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222
Attention: Gretchen Lengel Kelly]

<PAGE>

                                                                       EXHIBIT K

                                   [RESERVED]

<PAGE>

                                    EXHIBIT L

                           FORM OF CERTIFICATION TO BE
                              PROVIDED TO DEPOSITOR

      Re:   CSFB Commercial Mortgage Trust 2003-C5 (the "Trust"), Commercial
            Mortgage Pass-Through Certificates, Series 2003-C5
            ----------------------------------------------------------------

I, [identify the certifying individual], a[n] [title] of [identify name of
company] on behalf of [identify name of company], as [Trustee/Master Servicer]
certify to [identify the individual signing the Sarbanes Oxley Certification],
Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor") and its
partners, representatives, affiliates, members, managers, directors, officers,
employees and agents, to the extent that the following information is within our
normal area of responsibilities and duties under the pooling and servicing
agreement dated as of December 1, 2003 and relating to the Trust (the "Pooling
and Servicing Agreement"), and with the knowledge and intent that they will rely
upon this certification, that:

1.    [To be certified by the Trustee] [I have reviewed the annual report on
      Form 10-K for the fiscal year [___] (the "Annual Report"), and all reports
      on Form 8-K containing statements to certificateholders filed in respect
      of periods included in the year covered by that Annual Report
      (collectively with the Annual Reports, the "Reports"), of the Trust;]

2.    [To be certified by the Trustee] [To the best of my knowledge, the
      information in the Reports, to the extent prepared by the [Trustee] (but
      not including any information provided to the [Trustee] by any servicer or
      special servicer, other than to the extent that such information has been
      aggregated or manipulated by [Trustee]), taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading as of
      the last day of the period covered by the Annual Report;]

3.    [To be certified by the Trustee] [To the best of my knowledge, the
      distribution or servicing information required to be provided to the
      Trustee by the Master Servicer and the Special Servicer under the Pooling
      and Servicing Agreement for inclusion in the Reports is included in the
      Reports;]

4.    [To be certified by the Master Servicer] [I am responsible for reviewing
      the activities performed by Midland Loan Services, Inc. in its capacity as
      Master Servicer under the Pooling and Servicing Agreement and based upon
      the annual compliance review required under the Pooling and Servicing
      Agreement with respect to the Master Servicer and a certificate in the
      form attached as Exhibit A hereto from Clarion Partners, LLC, in its
      capacity as Special Servicer, with respect to such entity (which
      certificate, to our actual knowledge, contains no inaccurate information),
      and except as disclosed in the annual report on Form 10-K for the fiscal
      year [___], or in any reports on Form 8-K containing statements to
      certificateholders of the Trust filed in respect of periods included in
      the year covered by that annual report Midland Loan Services, Inc. in its
      capacity as Master Servicer, has fulfilled its obligations under the
      Pooling and Servicing Agreement, including the provision of all reports
      required to be submitted to the Trustee thereunder, and that, to the
      knowledge of Midland Loan Services, Inc. in its capacity as Master
      Servicer, based upon the annual compliance review required under the
      pooling and servicing agreement with respect to Midland Loan Services,
      Inc. in its capacity as Master Servicer and a certificate in the form
      attached as Exhibit A hereto Clarion Partners, LLC, in its capacity as
      Special Servicer, with respect to such entity (which certificate, to our
      actual knowledge, contains no inaccurate information), such reports do not
      contain any material misstatements or omissions; and]

5.    [To be certified by the Master Servicer] [We have disclosed to Midland
      Loan Services, Inc.'s certified public accountants all significant
      deficiencies relating to the compliance of Midland Loan Services, Inc. in
      its capacity as Master Servicer with the minimum servicing standards in
      accordance with a review conducted in compliance with the Uniform Single
      Attestation Program for Mortgage Bankers or similar standard as set forth
      in the Pooling and Servicing Agreement and the compliance of Clarion
      Partners, LLC, in its capacity as Special Servicer with the minimum
      servicing standards based on a certificate in the form attached as Exhibit
      A hereto from such entity.]

Date: _________________________

[NAME OF COMPANY]

_______________________________
[Signature]
[Title]

<PAGE>

                             EXHIBIT A to EXHIBIT L

                           FORM OF CERTIFICATION TO BE
                         PROVIDED TO THE MASTER SERVICER

      Re:   CSFB Commercial Mortgage Trust 2003-C5 (the "Trust"), Commercial
            Mortgage Pass-Through Certificates, Series 2003-C5
            ----------------------------------------------------------------

I, [identify the certifying individual], a[n] [title] of [identify name of
company] on behalf of [identify name of company], as Special Servicer certify to
the Master Servicer and its partners, representatives, affiliates, members,
managers, directors, officers, employees and agents, to the extent that the
following information is within our normal area of responsibilities and duties
under the pooling and servicing agreement dated as of December 1, 2003 and
relating to the Trust (the "Pooling and Servicing Agreement"), and with the
knowledge and intent that they will rely upon this certification, that:

1.    [To be certified by the Special Servicer] [I am responsible for reviewing
      the activities performed by Clarion Partners, LLC in its capacity as
      Special Servicer under the Pooling and Servicing Agreement and based upon
      the annual compliance review required under the Pooling and Servicing
      Agreement with respect to the Special Servicer, except as disclosed in the
      annual report on Form 10-K for the fiscal year [___], or in any reports on
      Form 8-K containing statements to certificateholders of the Trust filed in
      respect of periods included in the year covered by that annual report,
      Clarion Partners, LLC in its capacity as Special Servicer, has fulfilled
      its obligations under the Pooling and Servicing Agreement, including the
      provision of all reports required to be submitted by the Special Servicer
      to the Trustee thereunder, and that, to the knowledge of Clarion Partners,
      LLC in its capacity as Special Servicer, based upon the annual compliance
      review required under the Pooling and Servicing Agreement with respect to
      Clarion Partners, LLC in its capacity as Special Servicer, such reports do
      not contain any material misstatements or omissions; and]

2.    [To be certified by the Special Servicer] [We have disclosed to Clarion
      Partners, LLC's certified public accountants all significant deficiencies
      relating to the compliance of Clarion Partners, LLC in its capacity as
      Special Servicer with the minimum servicing standards in accordance with a
      review conducted in compliance with the Uniform Single Attestation Program
      for Mortgage Bankers or similar standard as set forth in the Pooling and
      Servicing Agreement.]

Date: _________________________

[NAME OF COMPANY]

_______________________________
[Signature]
[Title]

<PAGE>

                                    EXHIBIT M

                             FORM OF TRUSTEE REPORT

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>


                           DISTRIBUTION DATE STATEMENT

                                Table of Contents

==============================================================================

STATEMENT SECTIONS                                                     PAGE(s)

Certificate Distribution Detail                                           2
Certificate Factor Detail                                                 3
Reconciliation Detail                                                     4
Other Required Information                                                5
Cash Reconciliation                                                       6
Ratings Detail                                                            7
Current Mortgage Loan and Property Stratification Tables               8 - 10
Mortgage Loan Detail                                                     11
Principal Prepayment Detail                                              12
Historical Detail                                                        13
Delinquency Loan Detail                                                  14
Specially Serviced Loan Detail                                         15 - 16
Modified Loan Detail                                                     17
Liquidated Loan Detail                                                   18

==============================================================================


              Depositor

=========================================

Credit Suisse First Boston Mortgage
Securities Corp.
Eleven Madison Avenue
New York, NY 10010


Contact:       General Information Number
Phone Number:  (212) 325-2000

=========================================




            Master Servicer

=========================================

Midland Loan Services, Inc.
10851 Mastin Street, Bldg. 82
Suite 700
Overland Park, KS 66210


Contact:      Brad Hauger
Phone Number: (913) 253-9000

=========================================




           Special Servicer

=========================================

Clarion Partners, LLC
335 Madison Avenue, 7th Floor
New York, NY 10017


Contact:       Bruce G. Morrison
Phone Number:  (212) 883-2500

=========================================

This report has been compiled from information provided to Wells Fargo Bank MN,
N.A. by various third parties, which may include the Master Servicer, Special
Servicer and others. Wells Fargo Bank MN, N.A. has not independently confirmed
the accuracy of information received from these third parties and assumes no
duty to do so. Wells Fargo Bank MN, N.A. expressly disclaims any responsibility
for the accuracy or completeness of information furnished by third parties.


Copyright 2003, Wells Fargo Bank Minnesota, N.A.                    Page 1 of 18

<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>

                         Certificate Distribution Detail

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                                      Realize Loss /
                     Pass-Through      Original       Beginning     Principal         Interest        Prepayment    Additional Trust
Class     CUSIP          Rate          Balance         Balance    Distribution      Distribution       Premium        Fund Expenses
====================================================================================================================================
<S>                    <C>               <C>            <C>           <C>               <C>             <C>                <C>
 A-1                   0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
 A-2                   0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
 A-3                   0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
 A-4                   0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  B                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  C                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  D                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  E                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  F                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
A-1-A                  0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  G                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  H                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  J                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  K                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  L                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  M                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  N                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  O                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  P                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  R                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  LR                   0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
  V                    0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
====================================================================================================================================
Totals
====================================================================================================================================

(TABLE CONTINUES)
<CAPTION>

==================================================================
                                                        Current
                        Total           Ending       Subordination
Class                Distribution       Balance          Level
==================================================================
<S>                      <C>              <C>            <C>
 A-1                     0.00             0.00           0.00%
 A-2                     0.00             0.00           0.00%
 A-3                     0.00             0.00           0.00%
 A-4                     0.00             0.00           0.00%
  B                      0.00             0.00           0.00%
  C                      0.00             0.00           0.00%
  D                      0.00             0.00           0.00%
  E                      0.00             0.00           0.00%
  F                      0.00             0.00           0.00%
A-1-A                    0.00             0.00           0.00%
  G                      0.00             0.00           0.00%
  H                      0.00             0.00           0.00%
  J                      0.00             0.00           0.00%
  K                      0.00             0.00           0.00%
  L                      0.00             0.00           0.00%
  M                      0.00             0.00           0.00%
  N                      0.00             0.00           0.00%
  O                      0.00             0.00           0.00%
  P                      0.00             0.00           0.00%
  R                      0.00             0.00           0.00%
  LR                     0.00             0.00           0.00%
  V                      0.00             0.00           0.00%
==================================================================
Totals
==================================================================
</TABLE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                       Original       Beginning                                                           Ending
                     Pass-Through      Notional       Notional      Interest          Prepayment        Total            Notional
Class      CUSIP         Rate           Amount         Amount     Distribution         Premium       Distribution         Amount
====================================================================================================================================
<S>        <C>         <C>               <C>            <C>           <C>               <C>             <C>                <C>
 A-X                   0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
 A-SP                  0.000000%         0.00           0.00          0.00              0.00            0.00               0.00
====================================================================================================================================
</TABLE>

(1) Calculated by taking (A) the sum of the ending certificate balance of all
classes less (B) the sum of (i) the ending certificate balance of the designated
class and (ii) the ending certificate balance of all classes which are not
subordinate to the designated class and dividing the result by (A).


Copyright 2003, Wells Fargo Bank Minnesota, N.A.                    Page 2 of 18

<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>

                            Certificate Factor Detail

<TABLE>
<CAPTION>
==============================================================================================================================
                                                                                              Realized Loss /
                      Beginning         Principal          Interest          Prepayment       Additional Trust        Ending
Class      CUSIP       Balance        Distribution       Distribution         Premium           Fund Expenses        Balance
==============================================================================================================================
<S>        <C>        <C>              <C>                <C>                <C>                 <C>                <C>
 A-1                  0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
 A-2                  0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
 A-3                  0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
 A-4                  0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  B                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  C                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  D                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  E                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  F                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
A-1-A                 0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  G                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  H                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  J                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  K                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  L                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  M                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  N                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  O                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  P                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  R                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  LR                  0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
  V                   0.00000000       0.00000000         0.00000000         0.00000000          0.00000000         0.00000000
==============================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
=========================================================================================
                       Beginning                                               Ending
                       Notional         Interest          Prepayment          Notional
Class       CUSIP       Amount        Distribution         Premium             Amount
=========================================================================================
<S>         <C>       <C>              <C>                <C>                <C>
A-X                   0.00000000       0.00000000         0.00000000         0.00000000
A-SP                  0.00000000       0.00000000         0.00000000         0.00000000
=========================================================================================
</TABLE>

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                    Page 3 of 18

<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>



                             Reconciliation Detail

<TABLE>
<S>                                         <C>         <C>                                                               <C>
Advance Summary                                                   Master Servicing Fee Summary

P & I Advances Outstanding                  0.00        Current Period Accrued Master Servicing Fees                      0.00

Servicing Advances Outstanding              0.00        Less Master Servicing Fees on Delinquent Payments                 0.00

                                                        Less Reductions to Master Servicing Fees                          0.00
Reimbursement for Interest on P & I         0.00
                                                        Plus Master Servicing Fees for Delinquent Payments Received       0.00
Advances paid from general collections
                                                        Plus Adjustments for Prior Master Servicing Calculation           0.00
Reimbursement for Interest on Servicing     0.00
                                                        Total Master Servicing Fees Collected                             0.00
Advances paid from general collections
</TABLE>


Certificate Interest Reconciliation

<TABLE>
<CAPTION>
====================================================================================================================================
            Accrued            Uncovered                                  Certificate             Unpaid          Optimal Interest
          Certificate          Prepayment          Indemnification     Deferred Interest         Interest           Distribution
Class      Interest        Interest Shortfall          Expenses             Amount           Shortfall Amount          Amount
====================================================================================================================================
<S>       <C>              <C>                     <C>                 <C>                   <C>                  <C>

 A-1

 A-2

 A-3

 A-4

 A-X
 A-SP

  B
  C
  D
  E
  F

A-1-A

  G
  H
  J
  K
  L
  M
  N
  O
  P
====================================================================================================================================
Total
====================================================================================================================================

(TABLE CONTINUES)
<CAPTION>

================================================================
              Interest                        Remaining Unpaid
              Shortfall       Interest          Distributable
Class          Amount       Distribution    Certificate Interest
================================================================
<S>           <C>           <C>             <C>

 A-1

 A-2

 A-3

 A-4

 A-X
 A-SP

  B
  C
  D
  E
  F

A-1-A

  G
  H
  J
  K
  L
  M
  N
  O
  P
================================================================
Total
================================================================
</TABLE>

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                    Page 4 of 18


<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>


                           Other Required Information



Available Distribution Amount                                      0.00





Aggregate Number of Outstanding Loans                                 0

Aggregate Unpaid Principal Balance of Loans                        0.00

Aggregate Stated Principal Balance of Loans                        0.00



Aggregate Amount of Servicing Fee                                  0.00

Aggregate Amount of Special Servicing Fee                          0.00

Aggregate Amount of Trustee Fee                                    0.00

Aggregate Amount of Primary Servicing Fee                          0.00

Aggregate Trust Fund Expenses                                      0.00



Specially Serviced Loans not Delinquent

     Number of Outstanding Loans                                      0

     Aggregate Unpaid Principal Balance                            0.00



Appraisal Reduction Amount

================================================================

             Appraisal          Cumulative        Most Recent
Loan         Reduction             ASER            App. Red.
Number        Amount              Amount             Date

================================================================





















================================================================
Total
================================================================


Copyright 2003, Wells Fargo Bank Minnesota, N.A.                    Page 5 of 18


<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>

                           Cash Reconciliation Detail

<TABLE>
<S>                                                                         <C>   <C>
Total Funds Collected
    Interest:

         Interest paid or advanced                                          0.00

         Interest reductions due to Non-Recoverability Determinations       0.00

         Interest Adjustments                                               0.00

         Deferred Interest                                                  0.00

         Net Prepayment Interest Shortfall                                  0.00

         Net Prepayment Interest Excess                                     0.00

         Extension Interest                                                 0.00

         Interest Reserve Withdrawal                                        0.00
                                                                                  ---------------
                Total Interest Collected                                                     0.00

Principal:
         Scheduled Principal                                                0.00

         Unscheduled Principal                                              0.00


              Principal Prepayments                                         0.00

              Collection of Principal after Maturity Date                   0.00

              Recoveries from Liquidation and Insurance Proceeds            0.00

              Excess of Prior Principal Amounts paid                        0.00

              Curtailments                                                  0.00

         Negative Amortization                                              0.00

         Principal Adjustments                                              0.00
                                                                                  ---------------
                Total Principal Collected                                                    0.00

Other:

         Prepayment Penalties/Yield Maintenance                             0.00

         Repayment Fees                                                     0.00

         Borrower Option Extension Fees                                     0.00

         Equity Payments Received                                           0.00

         Net Swap Counterparty Payments Received                            0.00
                                                                                  ---------------
                Total Other Collected                                                        0.00
                                                                                  ---------------
Total Funds Collected                                                                        0.00
                                                                                  ================
</TABLE>


<TABLE>
<S>                                                                         <C>   <C>
Total Funds Distributed
    Fees:

        Master Servicing Fee                                                0.00

        Trustee Fee                                                         0.00

        Certificate Administration Fee                                      0.00

        Insurer Fee                                                         0.00

        Miscellaneous Fee                                                   0.00
                                                                                  ---------------
                Total Fees                                                                   0.00

    Additional Trust Fund Expenses:

        Reimbursement for Interest on Advances                              0.00

        ASER Amount                                                         0.00

        Special Servicing Fee                                               0.00

        Reduction of funds due to Non-Recoverability Determinations         0.00

        Rating Agency Expenses                                              0.00

        Attorney Fees & Expenses                                            0.00

        Bankruptcy Expense                                                  0.00

        Taxes Imposed on Trust Fund                                         0.00

        Non-Recoverable Advances                                            0.00

        Other Expenses                                                      0.00
                                                                                  ---------------
                Total Additional Trust Fund Expenses                                         0.00

    Interest Reserve Deposit                                                                 0.00




    Payments to Certificateholders & Others:

        Interest Distribution                                               0.00

        Principal Distribution                                              0.00

        Prepayment Penalties/Yield Maintenance                              0.00

        Borrower Option Extension Fees                                      0.00

        Equity Payments Paid                                                0.00

        Net Swap Counterparty Payments Paid                                 0.00
                                                                                  ---------------
               Total Payments to Certificateholders & Others                                 0.00
                                                                                  ---------------
Total Funds Distributed                                                                      0.00
                                                                                  ===============
</TABLE>


Copyright 2003, Wells Fargo Bank Minnesota, N.A.                    Page 6 of 18


<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>

<TABLE>
<CAPTION>
                                                           Ratings Detail
            ====================================================================================================
                                                 Original Ratings                    Current Ratings (1)
              Class        CUSIP       -------------------------------------------------------------------------
                                          Fitch       Moody's      S & P       Fitch       Moody's      S & P
            ====================================================================================================
              <S>          <C>            <C>         <C>          <C>         <C>         <C>          <C>
               A-1
               A-2
               A-3
               A-4
               A-X
               A-SP
                B
                C
                D
                E
                F
              A-1-A
                G
                H
                J
                K
                L
                M
                N
                O
                P
            ====================================================================================================
</TABLE>


NR   - Designates that the class was not rated by the above agency at the time
       of original issuance.

X    - Designates that the above rating agency did not rate any classes in this
       transaction at the time of original issuance.

N/A  - Data not available this period.

1) For any class not rated at the time of original issuance by any particular
rating agency, no request has been made subsequent to issuance to obtain rating
information, if any, from such rating agency. The current ratings were obtained
directly from the applicable rating agency within 30 days of the payment date
listed above. The ratings may have changed since they were obtained. Because the
ratings may have changed, you may want to obtain current ratings directly from
the rating agencies.


Fitch, Inc.
One State Street Plaza
New York, New York 10004
(212) 908-0500

Moody's Investors Service
99 Church Street
New York, New York 10007
(212) 553-0300

Standard & Poor's Rating Services
55 Water Street
New York, New York 10041
(212) 438-2430

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                    Page 7 of 18


<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>


            Current Mortgage Loan and Property Stratification Tables

                                Scheduled Balance
================================================================================

                                             % of
      Scheduled     # of     Scheduled       Agg.    WAM              Weighted
       Balance      Loans     Balance        Bal.    (2)      WAC   Avg DSCR (1)

================================================================================














       Totals
================================================================================


                                  State (3)
================================================================================

                                             % of
                    # of     Scheduled       Agg.    WAM              Weighted
         State      Props     Balance        Bal.    (2)      WAC   Avg DSCR (1)

================================================================================
















================================================================================
       Totals
================================================================================

See footnotes on last page of this section.


Copyright 2003, Wells Fargo Bank Minnesota, N.A.                    Page 8 of 18


<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>

            Current Mortgage Loan and Property Stratification Tables

                         Debt Service Coverage Ratio (1)
<TABLE>
<CAPTION>
======================================================================================

                                                % of
Debt Service        # of       Scheduled        Agg.     WAM                Weighted
Coverage Ratio      Loans       Balance         Bal.     (2)     WAC      Avg DSCR (1)

======================================================================================
<S>                 <C>        <C>              <C>      <C>     <C>      <C>







======================================================================================
  Totals
======================================================================================
</TABLE>



                                Property Type (3)
<TABLE>
<CAPTION>
======================================================================================

                                                % of
Property            # of       Scheduled        Agg.     WAM                Weighted
  Type             Props        Balance         Bal.     (2)     WAC      Avg DSCR (1)

======================================================================================
<S>                 <C>        <C>              <C>      <C>     <C>      <C>






======================================================================================
  Totals
======================================================================================
</TABLE>



                                    Note Rate
<TABLE>
<CAPTION>
======================================================================================

                                                % of
  Note              # of       Scheduled        Agg.     WAM                Weighted
  Type             Loans        Balance         Bal.     (2)     WAC      Avg DSCR (1)

======================================================================================
<S>                 <C>        <C>              <C>      <C>     <C>      <C>






======================================================================================
  Totals
======================================================================================
</TABLE>



                                    Seasoning
<TABLE>
<CAPTION>
======================================================================================

                                                % of
                    # of       Scheduled        Agg.     WAM                Weighted
Seasoning          Loans        Balance         Bal.     (2)     WAC      Avg DSCR (1)

======================================================================================
<S>                 <C>        <C>              <C>      <C>     <C>      <C>






======================================================================================
  Totals
======================================================================================
</TABLE>

See footnotes on last page of this section.


Copyright 2003, Wells Fargo Bank Minnesota, N.A.                    Page 9 of 18


<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>


            Current Mortgage Loan and Property Stratification Tables


               Anticipated Remaining Term (ARD and Balloon Loans)

<TABLE>
<CAPTION>
=============================================================================================

                                                      % of
Anticipated Remaining      # of       Scheduled        Agg.     WAM                Weighted
      Term (2)            Loans        Balance         Bal.     (2)     WAC      Avg DSCR (1)

=============================================================================================
<S>                       <C>         <C>             <C>       <C>     <C>      <C>







=============================================================================================
  Totals
=============================================================================================
</TABLE>



                 Remaining Stated Term (Fully Amortizing Loans)
<TABLE>
<CAPTION>
=============================================================================================

                                                      % of
 Remaining Stated          # of       Scheduled        Agg.     WAM                Weighted
       Term               Loans        Balance         Bal.     (2)     WAC      Avg DSCR (1)

=============================================================================================
<S>                       <C>         <C>             <C>       <C>     <C>      <C>







=============================================================================================
  Totals
=============================================================================================
</TABLE>



              Remaining Amortization Term (ARD and Balloon Loans)
<TABLE>
<CAPTION>
=============================================================================================

                                                      % of
Remaining Amortization     # of       Scheduled        Agg.     WAM                Weighted
         Term             Loans        Balance         Bal.     (2)     WAC      Avg DSCR (1)

=============================================================================================
<S>                       <C>         <C>             <C>       <C>     <C>      <C>







=============================================================================================
  Totals
=============================================================================================
</TABLE>



                             Age of Most Recent NOI
<TABLE>
<CAPTION>
=============================================================================================

                                                      % of
        Age of Most        # of       Scheduled        Agg.     WAM                Weighted
        Recent NOI        Loans        Balance         Bal.     (2)     WAC      Avg DSCR (1)

=============================================================================================
<S>                       <C>         <C>             <C>       <C>     <C>      <C>







=============================================================================================
  Totals
=============================================================================================
</TABLE>


(1) Debt Service Coverage Ratios are updated periodically as new NOI figures
become available from borrowers on an asset level. In all cases the most current
DSCR provided by the Servicer is used. To the extent that no DSCR is provided by
the Servicer, information from the offering document is used. The Trustee makes
no representations as to the accuracy of the data provided by the borrower for
this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term
from the current month to the earlier of the Anticipated Repayment Date, if
applicable, and the Maturity Date.

(3) Data in this table was calculated by allocating pro-rata the current loan
information to the properties based upon the Cut-off Date balance of each
property as disclosed in the offering document.


Copyright 2003, Wells Fargo Bank Minnesota, N.A.                   Page 10 of 18


<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>


                              Mortgage Loan Detail

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                Anticipated                    Neg.
Loan                   Property                           Interest      Principal      Gross     Repayment      Maturity      Amort
Number       ODCR       Type (1)     City       State      Payment       Payment       Coupon       Date          Date        (Y/N)
====================================================================================================================================
<S>          <C>       <C>           <C>        <C>       <C>           <C>            <C>      <C>             <C>           <C>















====================================================================================================================================
Totals
====================================================================================================================================

(TABLE CONTINUES)
<CAPTION>





===================================================================================================
           Beginning        Ending          Paid      Appraisal      Appraisal       Res.     Mod.
Loan       Scheduled       Scheduled        Thru      Reduction      Reduction       Strat.   Code
Number      Balance         Balance         Date        Date           Amount         (2)      (3)
===================================================================================================
<S>        <C>             <C>              <C>       <C>            <C>             <C>      <C>















===================================================================================================
Totals
===================================================================================================
</TABLE>

=======================================================================

           (1) Property Type Code

MF -  Multi-Family           OF - Office
RT -  Retail                 MU - Mixed Use
HC -  Health Care            LO - Lodging
IN -  Industrial             SS - Self Storage
WH -  Warehouse              OT - Other
MH -  Mobile Home Park



                   (2) Resolution Strategy Code

1 - Modification     6 - DPO                   10 - Deed in Lieu Of
2 - Foreclosure      7 - REO                        Foreclosure
3 - Bankruptcy       8 - Resolved              11 - Full Payoff
4 - Extension        9 - Pending Return        12 - Reps and Warranties
5 - Note Sale            to Master Servicer    13 - Other or TBD



   (3) Modification Code

1 - Maturity Date Extension
2 - Amortization Change
3 - Principal Write-Off
4 - Combination

=======================================================================

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                   Page 11 of 18


<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>


                           Principal Prepayment Detail
<TABLE>
<CAPTION>
====================================================================================================================================
               Offering Document            Principal Prepayment Amount                        Prepayment Premium
Loan Number     Cross-Reference       Payoff Amount        Curtailment Amount     Percentage Premium        Yield Maintenance Charge
====================================================================================================================================
<S>            <C>                    <C>                  <C>                    <C>                       <C>















====================================================================================================================================
 Totals
====================================================================================================================================
</TABLE>



Copyright 2003, Wells Fargo Bank Minnesota, N.A.                   Page 12 of 18


<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>


                                Historical Detail
<TABLE>
<CAPTION>
========================================================================================================================
                                                                Delinquencies
------------------------------------------------------------------------------------------------------------------------
Distribution         30-59 Days           60-89 Days           90 Days or More        Foreclosure             REO
Date              #      Balance       #         Balance     #           Balance     #      Balance     #        Balance
========================================================================================================================
<S>                  <C>                  <C>                  <C>                   <C>                <C>










========================================================================================================================

(TABLE CONTINUES)
<CAPTION>

==========================================================================================================
                                                    Prepayments                    Rate and Maturities
----------------------------------------------------------------------------------------------------------
Distribution      Modifications        Curtailments          Payoff            Next Weighted Avg.
Date               #    Balance       #       Amount     #        Amount      Coupon         Remit     WAM
==========================================================================================================
<S>               <C>                 <C>                <C>                  <C>            <C>       <C>










==========================================================================================================
</TABLE>

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                   Page 13 of 18


<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>

<TABLE>
<CAPTION>
                             Delinquency Loan Detail
====================================================================================================================================
                 Offering          # of                       Current       Outstanding      Status of   Resolution
                 Document         Months    Paid Through       P & I           P & I         Mortgage    Strategy        Servicing
Loan Number   Cross-Reference     Delinq.       Date          Advances       Advances **     Loan (1)    Code (2)      Transfer Date
====================================================================================================================================
<S>           <C>                 <C>       <C>               <C>           <C>              <C>         <C>           <C>











====================================================================================================================================
Totals
====================================================================================================================================

(TABLE CONTINUES)
<CAPTION>

============================================================================
                                  Actual     Outstanding
                 Foreclosure    Principal     Servicing     Bankruptcy   REO
Loan Number         Date         Balance       Advances        Date     Date
============================================================================
<S>              <C>            <C>          <C>            <C>         <C>











============================================================================
Totals
============================================================================
</TABLE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------

                                     (1) Status of Mortgage Loan

<S>                                 <C>                                   <C>
A - Payment Not Received            0 - Current                           4 - Assumed Scheduled Payment
    But Still in Grace Period       1 - One Month Delinquent                  (Performing Matured Balloon)
B - Late Payment But Less           2 - Two Months Delinquent             7 - Foreclosure
    Than 1 Month Delinquent         3 - Three or More Months Delinquent   9 - REO


                  (2) Resolution Strategy Code

1 - Modification    6 - DPO                  10 - Deed In Lieu Of
2 - Foreclosure     7 - REO                       Foreclosure
3 - Bankruptcy      8 - Resolved             11 - Full Payoff
4 - Extension       9 - Pending Return       12 - Reps and Warranties
5 - Note Sale           to Master Servicer   13 - Other or TBD

** Outstanding P & I Advances include the current period advance.
---------------------------------------------------------------------------------------------------------
</TABLE>


Copyright 2003, Wells Fargo Bank Minnesota, N.A.                   Page 14 of 18


<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>

                     Specially Serviced Loan Detail - Part 1

<TABLE>
<CAPTION>
==================================================================================================================================
              Offering         Servicing      Resolution                                                                   Net
 Loan         Document         Transfer        Strategy      Scheduled     Property             Interest     Actual     Operating
Number     Cross-Reference       Date          Code (1)       Balance       Type (2)   State      Rate       Balance      Income
==================================================================================================================================
<S>        <C>                 <C>           <C>             <C>           <C>         <C>      <C>          <C>        <C>











==================================================================================================================================

(TABLE CONTINUES)
<CAPTION>

======================================================================
                                                            Remaining
 Loan           DSCR               Note     Maturity      Amortization
Number          Date     DSCR      Date       Date            Term
======================================================================
<S>             <C>      <C>       <C>      <C>           <C>











======================================================================
</TABLE>


                    (1) Resolution Strategy Code
1 - Modification     6 - DPO                  10 - Deed in Lieu Of
2 - Foreclosure      7 - REO                        Foreclosure
3 - Bankruptcy       8 - Resolved             11 - Full Payoff
4 - Extension        9 - Pending Return       12 - Reps and Warranties
5 - Note Sale            to Master Servicer   13 - Other or TBD


        (2) Property Type Code
MF - Multi-Family          OF - Office
RT - Retail                MU - Mixed Use
HC - Health Care           LO - Lodging
IN - Industrial            SS - Self Storage
WH - Warehouse             OT - Other
MH - Mobile Home Park

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                   Page 15 of 18


<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>

                     Specially Serviced Loan Detail - Part 2

<TABLE>
<CAPTION>
====================================================================================================================================
              Offering         Resolution        Site
  Loan        Document          Strategy      Inspection                    Appraisal     Appraisal        Other REO
 Number   Cross-Reference       Code (1)         Date      Phase 1 Date       Date          Value       Property Revenue     Comment
====================================================================================================================================
<S>       <C>                  <C>            <C>          <C>              <C>           <C>           <C>                  <C>













====================================================================================================================================
</TABLE>



                          (1) Resolution Strategy Code

1 - Modification      6 - DPO                     10 - Deed in Lieu Of
2 - Foreclosure       7 - REO                          Foreclosure
3 - Bankruptcy        8 - Resolved                11 - Full Payoff
4 - Extension         9 - Pending Return          12 - Reps and Warranties
5 - Note Sale              to Master Servicer     13 - Other or TBD


Copyright 2003, Wells Fargo Bank Minnesota, N.A.                   Page 16 of 18


<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>

                              Modified Loan Detail

<TABLE>
<CAPTION>
==============================================================================================================

                Offering
Loan            Document           Pre-Modification
Number       Cross-Reference           Balance             Modification Date          Modification Description

==============================================================================================================
<S>          <C>                   <C>                     <C>                        <C>



















==============================================================================================================
Totals
==============================================================================================================
</TABLE>


Copyright 2003, Wells Fargo Bank Minnesota, N.A.                   Page 17 of 18


<PAGE>

<TABLE>
<S>                                <C>                                                    <C>
                                                                                          For Additional Information, please contact
[LOGO OF WELLS FARGO]                                                                               CTSLink Customer Service
                                                                                                         (301) 815-6600
                                   Credit Suisse First Boston Mortgage Securities Corp.       Reports Available on the World Web
Wells Fargo Bank Minnesota, N.A.      Commercial Mortgage Pass-Through Certificates                 @ www.ctslink.com/cmbs
Corporate Trust Services                             Series 2003-C5
9062 Old Annapolis Road                                                                           Payment Date:  01/16/2004
Columbia, MD 21045-1951                                                                           Record Date:   12/31/2003
</TABLE>


                             Liquidated Loan Detail

<TABLE>
<CAPTION>
==============================================================================================================================
                    Final Recovery       Offering                                                           Gross Proceeds
Loan                Determination        Document        Appraisal    Appraisal     Actual        Gross       as a % of
Number                  Date          Cross-Reference      Date         Value       Balance     Proceeds    Actual Balance
==============================================================================================================================
<S>                 <C>               <C>                <C>          <C>           <C>         <C>         <C>



















==============================================================================================================================
Current Total
==============================================================================================================================
Cumulative Total
==============================================================================================================================

<CAPTION>


=============================================================================================
                    Aggregate           Net           Net Proceeds                Repurchased
Loan               Liquidation      Liquidation        as a % of       Realized    by Seller
Number              Expenses *       Proceeds        Actual Balance      Loss        (Y/N)
=============================================================================================
<S>                <C>              <C>              <C>               <C>        <C>



















==============================================================================================
Current Total
==============================================================================================
Cumulative Total
==============================================================================================
</TABLE>

* Aggregate liquidation expenses also include outstanding P & I advances and
unpaid fees (servicing, trustee, etc.).


Copyright 2003, Wells Fargo Bank Minnesota, N.A.                   Page 18 of 18

<PAGE>

                                    EXHIBIT N

                               SERIES 2003-C4 PSA

                                                                  EXECUTION COPY
--------------------------------------------------------------------------------







              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
                                    Depositor


                   KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,
                                 Master Servicer


                             LENNAR PARTNERS, INC.,
                                Special Servicer


                        WELLS FARGO BANK MINNESOTA, N.A.,
                                     Trustee


                         POOLING AND SERVICING AGREEMENT


                         Dated as of September 11, 2003


                                 $1,339,373,693
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2003-C4






================================================================================

<PAGE>

                                  TABLE OF CONTENTS
                                   _______________

Section
-------

                                    ARTICLE I

      DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN CALCULATIONS IN
                          RESPECT OF THE MORTGAGE POOL

SECTION 1.01.    Defined Terms..................................................
SECTION 1.02.    General Interpretive Principles................................
SECTION 1.03.    Certain Calculations in Respect of the Mortgage Loans..........
SECTION 1.04.    Crossed Trust Mortgage Loans...................................

                                   ARTICLE II

         CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01.    Conveyance of Original Trust Mortgage Loans....................
SECTION 2.02.    Acceptance by Trustee..........................................
SECTION 2.03.    Representations, Warranties and Covenants of the Depositor;
                  Repurchase and Substitution of Trust Mortgage Loans by the
                  Mortgage Loan Sellers for Defects in Mortgage Files and
                  Breaches of Representations and Warranties....................
SECTION 2.04.    Creation of REMIC I; Issuance of the REMIC I Regular
                  Interests and the REMIC I Residual Interest; Certain
                  Matters Involving REMIC I.....................................
SECTION 2.05.    Conveyance of the REMIC I Regular Interests; Acceptance of
                  the REMIC I Regular Interests by Trustee......................
SECTION 2.06.    Creation of REMIC II; Issuance of the REMIC II Regular
                  Interests and the REMIC II Residual Interest; Certain
                  Matters Involving REMIC II....................................
SECTION 2.07.    Conveyance of the REMIC II Regular Interests; Acceptance of
                  the REMIC II Regular Interests by Trustee.....................
SECTION 2.08.    Creation of REMIC III; Issuance of the REMIC III Regular
                  Interest Certificates, the Group A-X REMIC III Regular
                  Interests, the Group A-SP REMIC III Regular Interests and
                  the REMIC III Residual Interest; Certain Matters Involving
                  REMIC III.....................................................
SECTION 2.09.    Acceptance of Grantor Trusts; Issuance of the Class V and
                  Class R Certificates..........................................

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.    Master Servicer to Act as Master Servicer; Special Servicer
                  to Act as Special Servicer; Administration of the Mortgage
                  Loans.........................................................
SECTION 3.02.    Collection of Mortgage Loan Payments...........................
SECTION 3.03.    Collection of Taxes, Assessments and Similar Items;
                  Servicing Accounts............................................
SECTION 3.04.    The Collection Account, Distribution Account, Excess
                  Interest Distribution Account, Excess Liquidation Proceeds
                  Account, Mayfair Mall Custodial Account and A/B Mortgage
                  Loan Combination Custodial Accounts...........................
SECTION 3.05.    Permitted Withdrawals from the Collection Account and the
                  Distribution Account..........................................
SECTION 3.06.    Investment of Funds in the Collection Account, Mortgage Loan
                  Combination Custodial Accounts, Servicing Accounts, Cash
                  Collateral Accounts, Lock-Box Accounts, the Interest
                  Reserve Account, Distribution Account, Excess Liquidation
                  Proceeds Account, Excess Interest Distribution Account and
                  the REO Account...............................................
SECTION 3.07.    Maintenance of Insurance Policies; Errors and Omissions and
                  Fidelity Coverage.............................................
SECTION 3.08.    Enforcement of Due-on-Sale and Due-on-Encumbrance Clauses;
                  Assumption Agreements; Defeasance Provisions; Other
                  Provisions....................................................
SECTION 3.09.    Realization Upon Defaulted Mortgage Loans......................
SECTION 3.10.    Trustee to Cooperate; Release of Mortgage Files................
SECTION 3.11.    Servicing Compensation.........................................
SECTION 3.12.    Reports to the Trustee.........................................
SECTION 3.13.    Annual Statement as to Compliance..............................
SECTION 3.14.    Reports by Independent Public Accountants......................
SECTION 3.15.    Access to Certain Information..................................
SECTION 3.16.    Title to REO Property; REO Account.............................
SECTION 3.17.    Management of REO Property.....................................
SECTION 3.18.    Fair Value Purchase Option; Sale of REO Properties.............
SECTION 3.19.    Additional Obligations of the Master Servicer and Special
                  Servicer; Inspections; Appraisals.............................
SECTION 3.20.    Modifications, Waivers, Amendments and Consents................
SECTION 3.21.    Transfer of Servicing Between Master Servicer and Special
                  Servicer; Record Keeping; Series 2003-C4 Directing
                  Certificateholder.............................................
SECTION 3.22.    Sub-Servicing Agreements.......................................
SECTION 3.23.    Representations, Warranties and Covenants of the Master
                  Servicer......................................................
SECTION 3.24.    Representations, Warranties and Covenants of the Special
                  Servicer......................................................
SECTION 3.25.    Limitation on Liability of the Series 2003-C4 Directing
                  Certificateholder.............................................
SECTION 3.26.    Filings with the Securities and Exchange Commission............
SECTION 3.27.    Lock-Box Accounts, Cash Collateral Accounts and Servicing
                  Accounts......................................................
SECTION 3.28.    Interest Reserve Account.......................................
SECTION 3.29.    Limitations on and Authorizations of the Master Servicer and
                  Special Servicer with Respect to Certain Mortgage Loans.......
SECTION 3.30.    Master Servicer and Special Servicer May Own Certificates......
SECTION 3.31.    Certain Matters Regarding the Mayfair Mall Mortgage Loan
                  Combination...................................................

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.    Distributions..................................................
SECTION 4.02.    Statements to Certificateholders; Certain Other Reports........
SECTION 4.03.    P&I Advances...................................................
SECTION 4.04.    Allocation of Realized Losses and Additional Trust Fund
                  Expenses......................................................
SECTION 4.05.    Calculations...................................................

                                    ARTICLE V

                                THE CERTIFICATES

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

                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

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

                                   ARTICLE VII

                                     DEFAULT

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

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

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

                                   ARTICLE IX

                                   TERMINATION

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

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

SECTION 10.01.   Tax Administration.............................................
SECTION 10.02.   Depositor, Master Servicer and Special Servicer to Cooperate
                  with Trustee..................................................

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

SECTION 11.01.   Amendment......................................................
SECTION 11.02.   Recordation of Agreement; Counterparts.........................
SECTION 11.03.   Limitation on Rights of Certificateholders and Non-Trust
                  Companion Loan Holders........................................
SECTION 11.04.   Governing Law..................................................
SECTION 11.05.   Notices........................................................
SECTION 11.06.   Severability of Provisions.....................................
SECTION 11.07.   Grant of a Security Interest...................................
SECTION 11.08.   Successors and Assigns; Beneficiaries..........................
SECTION 11.09.   Article and Section Headings...................................
SECTION 11.10.   Notices to Rating Agencies.....................................




                                      EXHIBITS


A-1               Form of Class A-X and Class A-SP Certificates
A-2               Form of Class A-1, Class A-2, Class A-3, Class A-4, Class B,
                    Class C, Class D and Class E Certificates
A-3               Form of Class A-1-A, Class F, Class G, Class H, Class J, Class
                    K, Class L, Class M, Class N, Class O, Class P and Class MM
                    Certificates
A-4               Form of Class V Certificates
A-5               Form of Class R Certificates
B-1               Schedule of Column Trust Mortgage Loans
B-2               Schedule of KeyBank Trust Mortgage Loans
C-1               List of Additional Collateral Trust Mortgage Loans
C-2               List of Mezzanine Loans
D-1               Form of Master Servicer Request for Release
D-2               Form of Special Servicer Request for Release
E                 Form of Trustee Report
F-1A              Form I of Transferor Certificate for Transfers of
                    Non-Registered Certificates
F-1B              Form II of Transferor Certificate for Transfers of
                    Non-Registered Certificates
F-1C              Form I of Transferor Certificate for Transfers of Interests in
                    Global Certificates for Classes of Non-Registered
                    Certificates
F-1D              Form II of Transferor Certificate for Transfers of Interests
                    in Global Certificates for Classes of Non-Registered
                    Certificates
F-2A              Form I of Transferee Certificate for Transfers of
                    Non-Registered Certificates Held in Physical Form
F-2B              Form II of Transferee Certificate for Transfers of
                    Non-Registered  Certificates Held in Physical Form
F-2C              Form I of Transferee Certificate for Transfers of Interests in
                    Non-Registered Certificates Held in Book-Entry Form

F-2D              Form II of  Transferee  Certificate  for Transfers of
                    Interests in Non-Registered Certificates Held in
                    Book-Entry Form
G-1               Form of Transferee Certificate in Connection with ERISA
                    (Non-Registered Certificates and Non-Investment Grade
                    Certificates Held in Fully-Registered, Certificated Form)
G-2               Form of Transferee Certificate in Connection with ERISA
                    (Non-Registered Certificates Held in Book-Entry Form)
H-1               Form of Residual Transfer Affidavit for Transfers of Class R
                    Certificates
H-2               Form of Transferor Certificate for Transfers of Class R
                    Certificates
I                 Form of Acknowledgement of a Proposed Special Servicer
J                 Form of Affidavit of Lost Note
K                 Form of Notice Regarding Defeasance of Trust Mortgage Loan
L                 Schedule of Reference Rates
M                 Form of Sarbanes-Oxley Certification
N                 Schedule of Designated Sub-Servicers
O                 Form of Custodial Certification
P                 Trust Mortgage Loans Covered by Environmental Insurance Policy

<PAGE>

            This Pooling and Servicing Agreement (this "Agreement"), is dated
and effective as of September 11, 2003, among CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP., as Depositor, KEYCORP REAL ESTATE CAPITAL MARKETS,
INC., as Master Servicer, LENNAR PARTNERS, INC., as Special Servicer, and WELLS
FARGO BANK MINNESOTA, N.A., as Trustee.

                             PRELIMINARY STATEMENT:

            Column Financial, Inc. (together with its successors in interest,
"Column") has sold to Credit Suisse First Boston Mortgage Securities Corp.
(together with its successors in interest, the "Depositor"), pursuant to the
Mortgage Loan Purchase Agreement dated as of September 11, 2003 (as such may
from time to time hereafter be amended, modified, supplemented and/or restated,
the "Column Mortgage Loan Purchase Agreement"), between Column as seller and the
Depositor as purchaser, those mortgage loans initially identified on the
schedule attached hereto as Exhibit B-1 (such mortgage loans, the "Original
Column Trust Mortgage Loans").

            KeyBank National Association (together with its successors in
interest, "KeyBank") has sold to the Depositor, pursuant to the Mortgage Loan
Purchase Agreement dated as of September 11, 2003 (as such may from time to time
hereafter be amended, modified, supplemented and/or restated, the "KeyBank
Mortgage Loan Purchase Agreement"), between KeyBank as seller and the Depositor
as purchaser, those mortgage loans initially identified on the schedule attached
hereto as Exhibit B-2 (such mortgage loans, the "Original KeyBank Trust Mortgage
Loans").

            The Depositor desires, among other things, to: (i) establish a trust
fund, consisting primarily of the Original Column Trust Mortgage Loans and the
Original KeyBank Trust Mortgage Loans (collectively, the "Original Trust
Mortgage Loans") and certain related rights, funds and property; (ii) cause the
issuance of a series of mortgage pass-through certificates in multiple classes,
which certificates will, in the aggregate, evidence the entire beneficial
ownership interest in such trust fund; and (iii) provide for the servicing and
administration of the mortgage loans, including the Original Trust Mortgage
Loans, and the other assets that from time to time constitute part of such trust
fund.

            Wells Fargo Bank Minnesota, N.A. (together with its successors in
interest, "Wells Fargo") desires to act as "Trustee" hereunder; KeyCorp Real
Estate Capital Markets, Inc. (together with its successors in interest, "KRECM")
desires to act as "Master Servicer" hereunder; and Lennar Partners, Inc.
(together with its successors in interest, "Lennar") desires to act as "Special
Servicer" hereunder.

            In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:

                                   ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
              CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL


            SECTION 1.01 Defined Terms.

            Whenever used in this Agreement the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Section 1.01, subject to modification in accordance with Section 1.04.

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

            "30/360 Mortgage Loan": A Mortgage Loan that accrues interest on a
30/360 Basis.

            "30/360 Trust Mortgage Loan": A Trust Mortgage Loan that is a 30/360
Mortgage Loan.

            "A-Note Trust Mortgage Loan": Any of the Trust Mortgage Loans
secured by the Mortgaged Properties identified on the Trust Mortgage Loan
Schedule as Princeton Square Apartments, Ryan's Pointe Apartments and Canyon
Woods Apartments, respectively.

            "A/B Intercreditor Agreement": With respect to each A/B Mortgage
Loan Combination, the related Intercreditor Agreement Among Note Holders by and
between Column or KeyBank, as applicable, as the initial holder of the related
A-Note Trust Mortgage Loan, and CBA-Mezzanine Capital Finance, LLC, as the
initial holder of the related B-Note Non-Trust Companion Loan.

            "A/B Material Default": With respect to any A/B Mortgage Loan
Combination, a "Material Default" under, and within the meaning of, the related
A/B Intercreditor Agreement.

            "A/B Mortgage Loan Combination": Any A-Note Trust Mortgage Loan,
together with the related B-Note Non-Trust Companion Loan.

            "A/B Mortgage Loan Combination Custodial Account": With respect to
any A/B Mortgage Loan Combination, the segregated account or accounts (or,
subject to Section 3.04(h), the sub-account) created and maintained by the
Master Servicer pursuant to Section 3.04(e) in the name of the Trustee on behalf
of the Certificateholders and the related B-Note Non-Trust Companion Loan
Holder, which, subject to Section 3.04(h), shall be entitled "[name of Master
Servicer], as Master Servicer, in trust for [name of Trustee], on behalf of
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2003-C4 and [name of the related
B-Note Non-Trust Companion Loan Holder], as their interests may appear". Each
A/B Mortgage Loan Combination Custodial Account shall be an Eligible Account
(or, subject to Section 3.04(h), a sub-account of an Eligible Account) and, only
to the extent of amounts therein relating to the subject A-Note Trust Mortgage
Loan, shall be part of REMIC I.

            "Acceptable Insurance Default": With respect to any Mortgage Loan,
any default under the related Mortgage Loan Documents resulting from (a) the
exclusion of acts of terrorism from coverage under the related all risk casualty
insurance policy maintained on the subject Mortgaged Property and (b) the
related Borrower's failure to obtain insurance that specifically covers acts of
terrorism, but only if the Special Servicer has determined, in its reasonable
judgment, that (i) such insurance is not available at commercially reasonable
rates and the subject hazards are not at the time commonly insured against for
real properties similar to the subject Mortgaged Property and located in and
around the region in which the subject Mortgaged Property is located or (ii)
such insurance is not available at any rate.

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

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

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

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

            "Actual/360 Trust Mortgage Loan": A Trust Mortgage Loan that is an
Actual/360 Mortgage Loan.

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

            "Additional Collateral Trust Mortgage Loan": Any of the Trust
Mortgage Loans identified on Exhibit C-1 attached hereto.

            "Additional Trust Fund Expense": Any expense (other than Master
Servicing Fees and Trustee Fees) experienced with respect to the Trust Fund and
not otherwise included in the calculation of a Realized Loss that would result
in the Holders of any Class of REMIC III Regular Interest Certificates receiving
less than the total of their Current Interest Distribution Amount, Carryforward
Interest Distribution Amount and Principal Distribution Amount for any
Distribution Date.

            "Additional Yield Amount":  As defined in Section 4.01(d).

            "Adjusted REMIC II Remittance Rate": With respect to any REMIC II
Regular Interest (other than REMIC II Regular Interest MM), for any Interest
Accrual Period, the rate per annum specified below:

            (a) with respect to REMIC II Regular Interest A-1-1, for any
      Interest Accrual Period, 2.6110% per annum;

            (b) with respect to REMIC II Regular Interest A-1-2, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2004 Interest Accrual
      Period, an annual rate equal to the greater of (A) 2.6110% per annum and
      (B) the Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2004 Interest Accrual
      Period, 2.6110% per annum;

            (c) with respect to REMIC II Regular Interest A-1-3, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2005 Interest Accrual
      Period, an annual rate equal to the greater of (A) 2.6110% per annum and
      (B) the Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2005 Interest Accrual
      Period, 2.6110% per annum;

            (d) with respect to REMIC II Regular Interest A-2-1, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2005 Interest Accrual
      Period, an annual rate equal to the greater of (A) 3.9080% per annum and
      (B) the Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2005 Interest Accrual
      Period, 3.9080% per annum;

            (e) with respect to REMIC II Regular Interest A-2-2, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2006 Interest Accrual
      Period, an annual rate equal to the greater of (A) 3.9080% per annum and
      (B) the Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2006 Interest Accrual
      Period, 3.9080% per annum;

            (f) with respect to REMIC II Regular Interest A-2-3, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2007 Interest Accrual
      Period, an annual rate equal to the greater of (A) 3.9080% per annum and
      (B) the Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2007 Interest Accrual
      Period, 3.9080% per annum;

            (g) with respect to REMIC II Regular Interest A-3, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2007 Interest Accrual
      Period, an annual rate equal to the greater of (A) 4.7000% per annum and
      (B) the Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2007 Interest Accrual
      Period, 4.7000% per annum;

            (h) with respect to REMIC II Regular Interest A-4-1, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2007 Interest Accrual
      Period, an annual rate (in no event in excess of the REMIC II Remittance
      Rate in effect for REMIC II Regular Interest A-4-1 for such Interest
      Accrual Period) equal to the greater of (A) 5.1370% per annum and (B) the
      Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2007 Interest Accrual
      Period, an annual rate equal to the lesser of (X) 5.1370% per annum and
      (Y) the REMIC II Remittance Rate in effect for REMIC II Regular Interest
      A-4-1 for such Interest Accrual Period;

            (i) with respect to REMIC II Regular Interest A-4-2, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2008 Interest Accrual
      Period, an annual rate (in no event in excess of the REMIC II Remittance
      Rate in effect for REMIC II Regular Interest A-4-2 for such Interest
      Accrual Period) equal to the greater of (A) 5.1370% per annum and (B) the
      Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2008 Interest Accrual
      Period, an annual rate equal to the lesser of (X) 5.1370% per annum and
      (Y) the REMIC II Remittance Rate in effect for REMIC II Regular Interest
      A-4-2 for such Interest Accrual Period;

            (j) with respect to REMIC II Regular Interest A-4-3, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2009 Interest Accrual
      Period, an annual rate (in no event in excess of the REMIC II Remittance
      Rate in effect for REMIC II Regular Interest A-4-3 for such Interest
      Accrual Period) equal to the greater of (A) 5.1370% per annum and (B) the
      Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2009 Interest Accrual
      Period, an annual rate equal to the lesser of (X) 5.1370% per annum and
      (Y) the REMIC II Remittance Rate in effect for REMIC II Regular Interest
      A-4-3 for such Interest Accrual Period;

            (k) with respect to REMIC II Regular Interest A-4-4, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2010 Interest Accrual
      Period, an annual rate (in no event in excess of the REMIC II Remittance
      Rate in effect for REMIC II Regular Interest A-4-4 for such Interest
      Accrual Period) equal to the greater of (A) 5.1370% per annum and (B) the
      Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2010 Interest Accrual
      Period, an annual rate equal to the lesser of (X) 5.1370% per annum and
      (Y) the REMIC II Remittance Rate in effect for REMIC II Regular Interest
      A-4-4 for such Interest Accrual Period;

            (l) with respect to REMIC II Regular Interest A-1-A-1, for any
      Interest Accrual Period, an annual rate equal to the lesser of (i) 4.8570%
      per annum and (ii) the REMIC II Remittance Rate in effect for REMIC II
      Regular Interest A-1-A-1 for such Interest Accrual Period;

            (m) with respect to REMIC II Regular Interest A-1-A-2, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2004 Interest Accrual
      Period, an annual rate (in no event in excess of the REMIC II Remittance
      Rate in effect for REMIC II Regular Interest A-1-A-2 for such Interest
      Accrual Period) equal to the greater of (A) 4.8570% per annum and (B) the
      Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2004 Interest Accrual
      Period, an annual rate equal to the lesser of (X) 4.8570% per annum and
      (Y) the REMIC II Remittance Rate in effect for REMIC II Regular Interest
      A-1-A-2 for such Interest Accrual Period;

            (n) with respect to REMIC II Regular Interest A-1-A-3, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2005 Interest Accrual
      Period, an annual rate (in no event in excess of the REMIC II Remittance
      Rate in effect for REMIC II Regular Interest A-1-A-3 for such Interest
      Accrual Period) equal to the greater of (A) 4.8570% per annum and (B) the
      Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2005 Interest Accrual
      Period, an annual rate equal to the lesser of (X) 4.8570% per annum and
      (Y) the REMIC II Remittance Rate in effect for REMIC II Regular Interest
      A-1-A-3 for such Interest Accrual Period;

            (o) with respect to REMIC II Regular Interest A-1-A-4, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2006 Interest Accrual
      Period, an annual rate (in no event in excess of the REMIC II Remittance
      Rate in effect for REMIC II Regular Interest A-1-A-4 for such Interest
      Accrual Period) equal to the greater of (A) 4.8570% per annum and (B) the
      Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2006 Interest Accrual
      Period, an annual rate equal to the lesser of (X) 4.8570% per annum and
      (Y) the REMIC II Remittance Rate in effect for REMIC II Regular Interest
      A-1-A-4 for such Interest Accrual Period;

            (p) with respect to REMIC II Regular Interest A-1-A-5, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2007 Interest Accrual
      Period, an annual rate (in no event in excess of the REMIC II Remittance
      Rate in effect for REMIC II Regular Interest A-1-A-5 for such Interest
      Accrual Period) equal to the greater of (A) 4.8570% per annum and (B) the
      Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2007 Interest Accrual
      Period, an annual rate equal to the lesser of (X) 4.8570% per annum and
      (Y) the REMIC II Remittance Rate in effect for REMIC II Regular Interest
      A-1-A-5 for such Interest Accrual Period;

            (q) with respect to REMIC II Regular Interest A-1-A-6, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2008 Interest Accrual
      Period, an annual rate (in no event in excess of the REMIC II Remittance
      Rate in effect for REMIC II Regular Interest A-1-A-6 for such Interest
      Accrual Period) equal to the greater of (A) 4.8570% per annum and (B) the
      Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2008 Interest Accrual
      Period, an annual rate equal to the lesser of (X) 4.8570% per annum and
      (Y) the REMIC II Remittance Rate in effect for REMIC II Regular Interest
      A-1-A-6 for such Interest Accrual Period;

            (r) with respect to REMIC II Regular Interest A-1-A-7, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2009 Interest Accrual
      Period, an annual rate (in no event in excess of the REMIC II Remittance
      Rate in effect for REMIC II Regular Interest A-1-A-7 for such Interest
      Accrual Period) equal to the greater of (A) 4.8570% per annum and (B) the
      Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2009 Interest Accrual
      Period, an annual rate equal to the lesser of (X) 4.8570% per annum and
      (Y) the REMIC II Remittance Rate in effect for REMIC II Regular Interest
      A-1-A-7 for such Interest Accrual Period;

            (s) with respect to REMIC II Regular Interest A-1-A-8, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2010 Interest Accrual
      Period, an annual rate (in no event in excess of the REMIC II Remittance
      Rate in effect for REMIC II Regular Interest A-1-A-8 for such Interest
      Accrual Period) equal to the greater of (A) 4.8570% per annum and (B) the
      Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2010 Interest Accrual
      Period, an annual rate equal to the lesser of (X) 4.8570% per annum and
      (Y) the REMIC II Remittance Rate in effect for REMIC II Regular Interest
      A-1-A-8 for such Interest Accrual Period;

            (t) with respect to REMIC II Regular Interest B, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2010 Interest Accrual
      Period, an annual rate (in no event in excess of the REMIC II Remittance
      Rate in effect for REMIC II Regular Interest B for such Interest Accrual
      Period) equal to the greater of (A) 5.2530% per annum and (B) the
      Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2010 Interest Accrual
      Period, an annual rate equal to the lesser of (X) 5.2530% per annum and
      (Y) the REMIC II Remittance Rate in effect for REMIC II Regular Interest B
      for such Interest Accrual Period;

            (u) with respect to REMIC II Regular Interest C, (i) for any
      Interest Accrual Period from and including the September 2003 Interest
      Accrual Period through and including the August 2010 Interest Accrual
      Period, an annual rate (in no event in excess of the REMIC II Remittance
      Rate in effect for REMIC II Regular Interest C for such Interest Accrual
      Period) equal to the greater of (A) 5.3160% per annum and (B) the
      Reference Rate for the related Distribution Date, and (ii) for any
      Interest Accrual Period subsequent to the August 2010 Interest Accrual
      Period, an annual rate equal to the lesser of (X) 5.3160% per annum and
      (Y) the REMIC II Remittance Rate in effect for REMIC II Regular Interest C
      for such Interest Accrual Period;

            (v) with respect to REMIC II Regular Interest D, for any Interest
      Accrual Period, an annual rate equal to the lesser of (i) 5.3530% per
      annum and (ii) the REMIC II Remittance Rate in effect for REMIC II Regular
      Interest D for such Interest Accrual Period;

            (w) with respect to REMIC II Regular Interest E, for any Interest
      Accrual Period, an annual rate equal to the lesser of (i) 5.4420% per
      annum and (ii) the REMIC II Remittance Rate in effect for REMIC II Regular
      Interest E for such Interest Accrual Period;

            (x) with respect to each of REMIC II Regular Interest F, REMIC II
      Regular Interest G and REMIC II Regular Interest H, for any Interest
      Accrual Period, an annual rate equal to the REMIC II Remittance Rate in
      effect for the subject REMIC II Regular Interest for such Interest Accrual
      Period; and

            (y) with respect to each of REMIC II Regular Interest J, REMIC II
      Regular Interest K, REMIC II Regular Interest L, REMIC II Regular Interest
      M, REMIC II Regular Interest N, REMIC II Regular Interest O and REMIC II
      Regular Interest P, for any Interest Accrual Period, an annual rate equal
      to the lesser of (i) 5.3220% per annum and (ii) the REMIC II Remittance
      Rate in effect for the subject REMIC II Regular Interest for such Interest
      Accrual Period.

            "Administrative Fee Rate": With respect to each Trust Mortgage Loan
(and any successor REO Trust Mortgage Loan with respect thereto), the sum of the
related Master Servicing Fee Rate, plus the Trustee Fee Rate.

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

            "Advance Interest": The interest accrued on any Advance at the
Reimbursement Rate, which is payable to the party hereto that made that Advance,
all in accordance with Section 3.03(d) or Section 4.03(d), as applicable.

            "Adverse Grantor Trust Event": Either (i) any impairment of the
status of either Grantor Trust Pool as a Grantor Trust; or (ii) the imposition
of a tax upon either Grantor Trust Pool or any of its assets or transactions.

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

            "Adverse REMIC Event": Either (i) any impairment of the status of
any REMIC Pool as a REMIC or (ii) except as permitted by Section 3.17(a), the
imposition of a tax upon any REMIC Pool or any of its assets or transactions
(including the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code and the tax on contributions set forth in Section 860G(d) of the
Code).

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

            "Agreement": This Pooling and Servicing Agreement, as it may be
amended, modified, supplemented or restated following the Closing Date.

            "AICPA": As defined in Section 3.14.

            "Alternative Adjusted REMIC II Remittance Rate": With respect to any
REMIC II Regular Interest that constitutes a Corresponding REMIC II Regular
Interest as to any Group A-SP REMIC III Regular Interest, for any Interest
Accrual Period, a rate per annum equal to the Pass-Through Rate in effect during
such Interest Accrual Period for the Corresponding Class of Principal Balance
Certificates in respect of such REMIC II Regular Interest.

            "A.M. Best": A.M. Best Company or its successor in interest.

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

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

            "Appraisal Reduction Amount": For any Distribution Date and for any
Trust Mortgage Loan (other than the Mayfair Mall Trust Mortgage Loan) as to
which an Appraisal Reduction Event has occurred, an amount calculated monthly by
the Special Servicer as of (and reported to the Master Servicer and the Trustee
no later than) the related Determination Date equal to the excess, if any, of
(1) the Stated Principal Balance of the subject Trust Mortgage Loan over (2) the
excess, if any, of (i) the sum of (A) 90% of the Appraised Value of the related
Mortgaged Property as determined (I) with respect to any Trust Mortgage Loan
with an outstanding principal balance equal to or greater than $2,000,000, by an
Appraisal (or an update of a prior Appraisal) (the costs of which shall be paid
by the Master Servicer as a Servicing Advance) or (II) with respect to any Trust
Mortgage Loan with an outstanding principal balance less than $2,000,000, by an
Appraisal (or an update of a prior Appraisal) (the costs of which shall be paid
by the Master Servicer as a Servicing Advance) or an internal valuation
performed by the Special Servicer, plus (B) any letter of credit, reserve,
escrow or similar amount held by the Master Servicer which may be applied to
payments on the subject Trust Mortgage Loan, over (ii) the sum of (X) to the
extent not previously advanced by the Master Servicer or the Trustee, all unpaid
interest on the subject Trust Mortgage Loan at a per annum rate equal to its
Mortgage Rate, (Y) all unreimbursed Advances in respect of the subject Trust
Mortgage Loan, together with interest thereon at the Reimbursement Rate, and (Z)
all currently due and unpaid real estate taxes and assessments, Insurance Policy
premiums, ground rents and all other amounts due and unpaid with respect to the
subject Trust Mortgage Loan (which taxes, assessments, premiums, ground rents
and other amounts have not been subject to an Advance by the Master Servicer or
the Trustee and/or for which funds have not been escrowed); provided that, if
neither a required Appraisal has been obtained nor an internal valuation is
completed within the period required under Section 3.19(c) with respect to the
subject Trust Mortgage Loan, then until such Appraisal is obtained or such
internal valuation is completed, as the case may be, in accordance with Section
3.19(c), the subject Appraisal Reduction Amount shall be equal to 25% of the
Stated Principal Balance of the subject Trust Mortgage Loan as of the date of
the related Appraisal Reduction Event; and provided, further, that if the
related Mortgaged Property has become an REO Property, then the above references
to "Trust Mortgage Loan" in this definition shall mean the related REO Trust
Mortgage Loan.

            For any Distribution Date and for the Mayfair Mall Trust Mortgage
Loan (if an Appraisal Reduction Event has occurred with respect thereto), an
amount calculated by the Special Servicer as of (and reported to the Master
Servicer and the Trustee no later than) the related Determination Date equal to
the excess, if any, of (1) the Stated Principal Balance of the Mayfair Mall
Trust Mortgage Loan over (2) the excess, if any, of (i) 25% of the sum of (A)
90% of the Appraised Value of the Mayfair Mall Mortgaged Property as determined
by an Appraisal (or an update of a prior Appraisal) (the costs of which shall be
paid by the Master Servicer as a Servicing Advance), plus (B) any letter of
credit, reserve, escrow or similar amount held by the Master Servicer which may
be applied to payments on the Mayfair Mall Mortgage Loan Combination, over (ii)
the sum of (X) to the extent not previously advanced by the Master Servicer or
the Trustee, all unpaid interest on the Mayfair Mall Trust Mortgage Loan at a
per annum rate equal to its Mortgage Rate, (Y) all unreimbursed Advances made in
respect of and allocable to the Mayfair Mall Trust Mortgage Loan, together with
interest thereon at the Reimbursement Rate, and (Z) 25% of all currently due and
unpaid real estate taxes and assessments, Insurance Policy premiums, ground
rents and all other amounts due and unpaid with respect to the Mayfair Mall
Mortgage Loan Combination (which taxes, assessments, premiums, ground rents and
other amounts have not been subject to an Advance by the Master Servicer or the
Trustee and/or for which funds have not been escrowed); provided that, if a
required Appraisal has not been obtained within the period required under
Section 3.19(c) with respect to the Mayfair Mall Trust Mortgage Loan, then until
such Appraisal is obtained or such internal valuation is completed, as the case
may be, in accordance with Section 3.19(c), the subject Appraisal Reduction
Amount shall be equal to 25% of the Stated Principal Balance of the Mayfair Mall
Trust Mortgage Loan as of the date of the related Appraisal Reduction Event; and
provided, further, that if the Mayfair Mall Mortgaged Property has become an REO
Property, then the above references to "Mayfair Mall Trust Mortgage Loan" in
this definition shall mean the related REO Trust Mortgage Loan, and the above
references to "Mayfair Mall Mortgage Loan Combination" shall mean all of the
related REO Mortgage Loans.

            Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction Amount related to a Trust Mortgage Loan or the related REO
Property will be reduced to zero as of the date such Trust Mortgage Loan is paid
in full, liquidated, repurchased or otherwise removed from the Trust Fund. For
the avoidance of doubt, it is hereby agreed and understood that no amount due
under any B-Note Non-Trust Companion Loan shall affect the calculation of the
Appraisal Reduction Amount with respect to any A/B Mortgage Loan Combination.

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

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

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

            "ARD Mortgage Loan": Any Mortgage Loan that provides for the accrual
of Excess Interest thereon if such Mortgage Loan is not paid in full on or prior
to its Anticipated Repayment Date.

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

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

            "Assumed Scheduled Payment": For any Collection Period and with
respect to any Mortgage Loan that is delinquent in respect of its Balloon
Payment (and any successor REO Mortgage Loan with respect thereto as to which
the Balloon Payment would have been past due), an amount equal to the sum of:
(a) the principal portion of the Monthly Payment that would have been due on
such Mortgage Loan on the related Due Date based on the constant payment
required by the related Note or the original amortization schedule thereof (as
calculated with interest at the related Mortgage Rate), if applicable, assuming
such Balloon Payment had not become due (and, if applicable, assuming the
related Mortgaged Property had not become an REO Property), after giving effect
to any modification of such Mortgage Loan; and (b) one month's interest on the
Stated Principal Balance of such Mortgage Loan (or REO Mortgage Loan)
immediately prior to the related Distribution Date (or, in the case of a
Non-Trust Companion Loan or any successor REO Non-Trust Companion Loan with
respect thereto, the outstanding principal balance thereof during the
corresponding Mortgage Interest Accrual Period) at the applicable Mortgage Rate.
For any Collection Period and any REO Mortgage Loan that is not delinquent in
respect of its Balloon Payment, an amount equal to the sum of: (a) the principal
portion of the Monthly Payment that would have been due on the related Mortgage
Loan on the related Due Date based on the original amortization schedule thereof
(as calculated with interest at the related Mortgage Rate, less any applicable
Excess Rate), if applicable, assuming the related Mortgaged Property had not
become an REO Property, after giving effect to any modification of the related
Mortgage Loan; and (b) one month's interest on the Stated Principal Balance of
such REO Mortgage Loan immediately prior to the related Distribution Date (or,
in the case of an REO Non-Trust Companion Loan, the outstanding principal
balance thereof during the corresponding Mortgage Interest Accrual Period) at
the applicable Mortgage Rate (less any applicable Excess Rate).

            "ASTM":  The American Society for Testing and Materials.

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

            (a) the aggregate amount received on or with respect to the Mortgage
      Pool and on deposit in the Collection Account as of the close of business
      on the related Determination Date, exclusive of the following amounts
      (without duplication):

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

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

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

                  (iv) all Yield Maintenance Charges;

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

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

                  (vii) if such Distribution Date occurs in February of 2004 or
            any year thereafter or in January of 2005 or any year thereafter
            that is not a leap year, the Withheld Amounts in respect of the
            Interest Reserve Loans that are to be deposited in the Interest
            Reserve Account on such Distribution Date and held for future
            distribution pursuant to Section 3.28;

                  (viii) Excess Interest; and

                  (ix) Excess Liquidation Proceeds;

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

            (c) if and to the extent not already included in clause (a) hereof,
      the aggregate amount transferred with respect to the Mayfair Mall Trust
      Mortgage Loan (or any successor REO Trust Mortgage Loan with respect
      thereto) from the Mayfair Mall Custodial Account to the Collection
      Account, or with respect to any A-Note Trust Mortgage Loan (or any
      successor REO Trust Mortgage Loan with respect thereto) from the related
      A/B Mortgage Loan Combination Custodial Account to the Collection Account,
      in any event for such Distribution Date pursuant to Section 3.04;

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

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

            (f) any payments required to be made by the Master Servicer and/or
      the Special Servicer pursuant to Section 3.02(c) in respect of such
      Distribution Date; and

            (g) if and to the extent not already included in clause (a) hereof,
      the aggregate amount transferred (pursuant to Section 3.04(d)) from the
      Excess Liquidation Proceeds Account to the Distribution Account in respect
      of such Distribution Date.

            "B-Note Non-Trust Companion Loan": With respect to each A-Note Trust
Mortgage Loan, the other mortgage loan that (i) is not included in the Trust
Fund, (ii) is subordinate in right of payment to such A-Note Trust Mortgage Loan
to the extent set forth in the related A/B Intercreditor Agreement and (iii) is
secured by the same Mortgage on the same Mortgaged Property as such A-Note Trust
Mortgage Loan.

            "B-Note Non-Trust Companion Loan Holder": With respect to any B-Note
Non-Trust Companion Loan, CBA-Mezzanine Capital Finance, LLC, or its successors
and assigns, as the holder of such B-Note Non-Trust Companion Loan.

            "Balloon Mortgage Loan": Any Mortgage Loan that by its terms
provides for an amortization schedule extending materially beyond its Maturity
Date or for no amortization until its Maturity Date.

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

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

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

            "Base Prospectus": That certain prospectus dated September 2, 2003,
relating to trust funds established by the Depositor and publicly offered
mortgage pass-through certificates evidencing interests therein.

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

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

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

            "Breach": With respect to any Trust Mortgage Loan, as defined in the
related Mortgage Loan Purchase Agreement.

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

            "Carryforward Interest Distribution Amount": As defined:

            (a) with respect to any REMIC I Regular Interest for any
      Distribution Date, in Section 2.04(g);

            (b) with respect to any REMIC II Regular Interest for any
      Distribution Date, in Section 2.06(g);

            (c) with respect to any Group A-SP REMIC III Regular Interest or
      Group A-X REMIC III Regular Interest for any Distribution Date, in Section
      2.08(g); and

            (d) with respect to any Class of REMIC III Regular Interest
      Certificates for any Distribution Date, in Section 2.08(g).

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

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

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

            "Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2003-C4, as executed by the Trustee or
Certificate Registrar and authenticated and delivered hereunder by the
Authenticating Agent.

            "Certificate Factor": With respect to any Class of REMIC III Regular
Interest Certificates, as of any date of determination, a fraction, expressed as
a decimal carried to eight places, the numerator of which is the related Class
Principal Balance or Class Notional Amount, as the case may be, then
outstanding, and the denominator of which is the related Class Principal Balance
or Class Notional Amount, as the case may be, outstanding as of the Closing
Date.

            "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided, however, that:
(i) neither a Disqualified Organization nor a Non-United States Tax Person shall
be a "Holder" of, or a "Certificateholder" with respect to, a Class R
Certificate for any purpose hereof; and (ii) solely for purposes of giving any
consent, approval, direction or waiver pursuant to this Agreement that
specifically relates to the rights, duties and/or obligations hereunder of the
Depositor, the Master Servicer, the Special Servicer or the Trustee in its
respective capacity as such (other than any consent, approval or waiver
contemplated by any of Sections 3.21, 3.31 and 7.01(c)), any Certificate
registered in the name of such party or in the name of any Affiliate thereof
shall be deemed not to be outstanding, and the Voting Rights to which it is
entitled shall not be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent, approval or
waiver that specifically relates to such party has been obtained. The
Certificate Registrar shall be entitled to request and conclusively rely upon a
certificate of the Depositor, the Master Servicer or the Special Servicer in
determining whether a Certificate is registered in the name of an Affiliate of
such Person. All references herein to "Certificateholders" or "Holders" shall
reflect the rights of Certificate Owners only insofar as they may indirectly
exercise such rights through the Depository and the Depository Participants
(except as otherwise specified herein), it being herein acknowledged and agreed
that the parties hereto shall be required to recognize as a "Certificateholder"
or "Holder" only the Person in whose name a Certificate is registered in the
Certificate Register.

            "Certificateholder Reports": Collectively, the Trustee Report and
the CMSA Investor Reporting Package.

            "Certificate Notional Amount": With respect to any Interest Only
Certificate, as of any date of determination, the then notional amount on which
such Certificate accrues interest, equal to the product of (a) the then
Certificate Factor for the Class of Interest Only Certificates to which such
Certificate belongs, multiplied by (b) the amount specified on the face of such
Certificate as the initial Certificate Notional Amount thereof.

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

            "Certificate Principal Balance": With respect to any Principal
Balance Certificate, as of any date of determination, the then outstanding
principal amount of such Certificate equal to the product of (a) the then
Certificate Factor for the Class of Principal Balance Certificates to which such
Certificate belongs, multiplied by (b) the amount specified on the face of such
Certificate as the initial Certificate Principal Balance thereof.

            "Certificate Register": The register maintained pursuant to Section
5.02.

            "Certificate Registrar": Wells Fargo, in its capacity as certificate
registrar, or any successor certificate registrar appointed as herein provided.

            "Certification Parties": As defined in Section 3.26(b)

            "Certifying Person": As defined in Section 3.26(b)

            "Class": Collectively, all of the Certificates bearing the same
alphabetic or alphanumeric class designation and having the same payment terms.
The respective Classes of Certificates are designated in Section 5.01(a).

            "Class A-1": When combined with any other capitalized term defined
in this Agreement, of or relating to the Class A-1 Certificates.

            "Class A-1 Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphanumeric class designation "A-1".

            "Class A-1-A": When combined with any other capitalized term defined
in this Agreement, of or relating to the Class A-1-A Certificates.

            "Class A-1-A Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphanumeric class designation "A-1-A".

            "Class A-2": When combined with any other capitalized term defined
in this Agreement, of or relating to the Class A-2 Certificates.

            "Class A-2 Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphanumeric class designation "A-2".

            "Class A-3": When combined with any other capitalized term defined
in this Agreement, of or relating to the Class A-3 Certificates.

            "Class A-3 Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphanumeric class designation "A-3".

            "Class A-4": When combined with any other capitalized term defined
in this Agreement, of or relating to the Class A-4 Certificates.

            "Class A-4 Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphanumeric class designation

            "A-4". "Class A-P&I Certificates": Collectively, the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-1-A Certificates.

            "Class A-SP": When combined with any other capitalized term defined
in this Agreement, of or relating to the Class A-SP Certificates.

            "Class A-SP Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "A-SP".

            "Class A-X": When combined with any other capitalized term defined
in this Agreement, of or relating to the Class A-X Certificates.

            "Class A-X Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "A-X".

            "Class B": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class B Certificates.

            "Class B Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "B".

            "Class C": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class C Certificates.

            "Class C Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "C".

            "Class D": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class D Certificates.

            "Class D Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "D".

            "Class E": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class E Certificates.

            "Class E Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "E".

            "Class F": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class F Certificates.

            "Class F Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "F".

            "Class G": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class G Certificates.

            "Class G Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "G".

            "Class H": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class H Certificates.

            "Class H Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "H".

            "Class J": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class J Certificates.

            "Class J Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "J".

            "Class K": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class K Certificates.

            "Class K Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "K".

            "Class L": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class L Certificates.

            "Class L Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "L".

            "Class M": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class M Certificates.

            "Class M Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "M".

            "Class MM": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class MM Certificates.

            "Class MM Available Distribution Amount": With respect to any
Distribution Date, that portion of the Available Distribution Amount for such
Distribution Date that is equal to the lesser of (i) the amount deemed
distributed to REMIC II with respect to REMIC I Regular Interest MM-2 on such
Distribution Date pursuant to clauses fourth, fifth and sixth of the first
paragraph of Section 4.01(l) and (ii) the total of the Interest Distribution
Amount, the Class MM Principal Distribution Amount and the Loss Reimbursement
Amount with respect to the Class MM Certificates for such Distribution Date.

            "Class MM Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "MM".

            "Class MM Directing Certificateholder": The particular Holder (or,
in the case of a Class of Book-Entry Certificates, the particular Certificate
Owner) of Class MM Certificates selected by the Holders (or, in the case of a
Class of Book-Entry Certificates, the Certificate Owners) of Class MM
Certificates representing more than 50% of the Percentage Interests in the Class
MM Certificates; provided, however, that until a Class MM Directing
Certificateholder is so selected or after receipt of a notice from the Holders
(or, in the case of a Class of Book-Entry Certificates, the Certificate Owners)
of Class MM Certificates representing more than 50% of the Percentage Interests
in the Class MM Certificates, that a Class MM Directing Certificateholder is no
longer designated, the particular Certificateholder (or, in the case of a Class
of Book-Entry Certificates, the particular Certificate Owner) that beneficially
owns Class MM Certificates representing the largest aggregate Percentage
Interest in the Class MM Certificates will be the Class MM Directing
Certificateholder.

            "Class MM Principal Distribution Amount" With respect to any
Distribution Date, the total amount of principal deemed distributed (or,
assuming that the available funds were sufficient, that would have been deemed
distributed) to REMIC II with respect to REMIC I Regular Interest MM-2 on such
Distribution Date pursuant to clause fifth of the first paragraph of Section
4.01(l).

            "Class N": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class N Certificates.

            "Class N Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "N".

            "Class Notional Amount": The aggregate hypothetical or notional
amount on which any Class of Interest Only Certificates accrues or is deemed to
accrue interest from time to time, as calculated in accordance with Section
2.08(e); provided that, for reporting purposes, the Class Notional Amount of the
Class A-SP Certificates shall be calculated in accordance with the Prospectus
Supplement.

            "Class O": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class O Certificates.

            "Class O Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "O".

            "Class P": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class P Certificates.

            "Class P Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "P".

            "Class Principal Distribution Amount": With respect to the Class MM
Certificates for any Distribution Date, the Class MM Principal Distribution
Amount for such Distribution Date; and, with respect to any other Class of
Subordinate Principal Balance Certificates for any Distribution Date, the lesser
of (a) the Class Principal Balance outstanding immediately prior to such
Distribution Date of such Class of Certificates and (b) the excess, if any, of
(i) the Net Total Principal Distribution Amount for such Distribution Date, over
(ii) the aggregate Certificate Principal Balance outstanding immediately prior
to such Distribution Date of the Class A-P&I Certificates and each other Class
of Subordinate Principal Balance Certificates (exclusive of the Class MM
Certificates), if any, with an earlier alphabetical Class designation than
(i.e., that is in accordance with Section 4.01(b) senior in right of payment to)
the subject Class of Subordinate Principal Balance Certificates.

            "Class Principal Balance": The aggregate principal balance
outstanding from time to time of any Class of Principal Balance Certificates, as
calculated in accordance with Section 2.08(e).

            "Class R": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class R Certificates.

            "Class R Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "R".

            "Class V": When combined with any other capitalized term defined in
this Agreement, of or relating to the Class V Certificates.

            "Class V Certificate": Any of the Certificates that collectively
constitute the Class bearing the alphabetic class designation "V".

            "Clearstream": Clearstream Banking, societe anonyme or any
successor.

            "Closing Date": September 29, 2003.

            "CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, "CMSA" shall be deemed to
refer to such other association or organization as may exist whose principal
membership consists of servicers, trustees, issuers, placement agents and
underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the
commercial mortgage loan securitization industry and one of whose principal
purposes is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage
loans and foreclosed properties underlying or backing them to investors holding
or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one
of the preceding sentences of this definition does not exist, "CMSA" shall be
deemed to refer to such other association or organization as shall be selected
by the Master Servicer and reasonably acceptable to the Trustee, the Special
Servicer and the Series 2003-C4 Directing Certificateholder.

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

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

            "CMSA Comparative Financial Status Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Comparative Financial Status Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally. For the purposes of the
production by Master Servicer or the Special Servicer of any such report that is
required to state information for any period prior to the Cut-off Date, the
Master Servicer or the Special Servicer, as the case may be, may conclusively
rely (without independent verification), absent manifest error, on information
provided to it by the related Mortgage Loan Seller, by the related Borrower or
(x) in the case of such a report produced by the Master Servicer, by the Special
Servicer (if other than the Master Servicer or an Affiliate thereof) and (y) in
the case of such a report produced by the Special Servicer, by the Master
Servicer (if other than the Special Servicer or an Affiliate thereof).

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

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

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

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

            "CMSA Investor Reporting Package": Collectively:

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

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

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

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

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

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

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

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

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

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

            "Code": The Internal Revenue Code of 1986 and regulations
promulgated thereunder, including proposed regulations to the extent that, by
reason of their proposed effective date, could, as of the date of any
determination or opinion as to the tax consequences of any action or proposed
action or transaction, could be applied to the Trust or the Certificates.

            "Collection Account": One or more separate custodial accounts or,
subject to Section 3.04(h), sub-accounts created and maintained by the Master
Servicer pursuant to Section 3.04(a) in the name of the Trustee on behalf of the
Certificateholders, into which the amounts set forth in Section 3.04(a) shall be
deposited directly, which, subject to Section 3.04(h), shall be entitled "[name
of Master Servicer], in trust for [name of Trustee], as Trustee for the benefit
of Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2003-C4, Collection Account". The
Collection Account shall be an Eligible Account (or, subject to Section 3.04(h),
a sub-account of an Eligible Account) and, except for the Excess Interest held
therein, shall be part of REMIC I.

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

            "Column": As defined in the Preliminary Statement to this Agreement.

            "Column Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement to this Agreement.

            "Column Performance Guarantee": The Guarantee dated as of September
11, 2003, from the Column Performance Guarantor in favor of the Trustee,
relating to the obligations of Column under Section 7 of the Column Mortgage
Loan Purchase Agreement.

            "Column Performance Guarantor": Credit Suisse First Boston acting
through the Cayman Branch, its successor in interest or any successor guarantor
under the Column Performance Guarantee.

            "Column Trust Mortgage Loan": Any Trust Mortgage Loan that is either
an Original Column Trust Mortgage Loan or a Replacement Trust Mortgage Loan that
was delivered under the Column Mortgage Loan Purchase Agreement or the Column
Performance Guarantee in substitution for an Original Column Trust Mortgage
Loan.

            "Commission": The Securities and Exchange Commission.

            "Component": Any of the components of the Class A-X or Class A-SP
Certificates, which components are: (a) in the case of the Class A-X
Certificates, the respective Group A-X REMIC III Regular Interests; and (b) in
the case of the Class A-SP Certificates, the respective Group A-SP REMIC III
Regular Interests.

            "Component Notional Amount": The hypothetical or notional amount on
which any Group A-X REMIC III Regular Interest or Group A-SP REMIC III Regular
Interest accrues interest from time to time, as calculated in accordance with
Section 2.08(e).

            "Confidential Offering Circular": The final Confidential Offering
Circular dated September 11, 2003, relating to certain Classes of the
Non-Registered Certificates delivered by the Depositor to CSFB LLC as of the
Closing Date.

            "Controlling Class": As of any date of determination, the Class of
Principal Balance Certificates (exclusive of the Class MM Certificates) with the
lowest payment priority pursuant to Sections 4.01(a) and 4.01(b), that has a
then outstanding Class Principal Balance that is not less than 25% of its
initial Class Principal Balance; provided that, if no Class of Principal Balance
Certificates (exclusive of the Class MM Certificates) has a Class Principal
Balance that satisfies the foregoing requirement, then the Controlling Class
shall be the Class of Principal Balance Certificates (exclusive of the Class MM
Certificates) with the lowest payment priority pursuant to Sections 4.01(a) and
4.01(b), that has a then outstanding Class Principal Balance greater than zero.
For purposes of this definition, the respective Classes of the Class A-P&I
Certificates shall be treated as a single Class and, if appropriate under the
terms of this definition, shall collectively constitute the Controlling Class.
As of the Closing Date, the Controlling Class shall be the Class P Certificates.

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

            "Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located (i) for Certificate transfer purposes, at
Sixth and Marquette, Minneapolis, Minnesota 55479-0113, Attention: Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-C4 and (ii) for all other purposes, at 9062 Old
Annapolis Road, Columbia, Maryland 21045-1951, Attention: Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2003-C4.

            "Corrected Mortgage Loan": Any Corrected Trust Mortgage Loan or, to
the extent serviced hereunder, any Non-Trust Companion Loan as to which the
related Trust Mortgage Loan is a Corrected Mortgage Loan.

            "Corrected Trust Mortgage Loan": Any Trust Mortgage Loan that had
been a Specially Serviced Trust Mortgage Loan but as to which all Servicing
Transfer Events have ceased to exist.

            "Corresponding Class of Principal Balance Certificates": With
respect to any REMIC II Regular Interest, the Class of Principal Balance
Certificates that has an alphabetic or alphanumeric class designation that is
the same as the alphabetic or alphanumeric, as applicable, designation for such
REMIC II Regular Interest; provided that (i) the Class A-1 Certificates shall be
the Corresponding Class of Principal Balance Certificates with respect to each
of REMIC II Regular Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II
Regular Interest A-1-3, (ii) the Class A-2 Certificates shall be the
Corresponding Class of Principal Balance Certificates with respect to each of
REMIC II Regular Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II
Regular Interest A-2-3, (iii) the Class A-4 Certificates shall be the
Corresponding Class of Principal Balance Certificates with respect to each of
REMIC II Regular Interest A-4-1, REMIC II Regular Interest A-4-2, REMIC II
Regular Interest A-4-3, and REMIC II Regular Interest A-4-4, and (iv) the Class
A-1-A Certificates shall be the Corresponding Class of Principal Balance
Certificates with respect to each of REMIC II Regular Interest A-1-A-1, REMIC II
Regular Interest A-1-A-2, REMIC II Regular Interest A-1-A-3, REMIC II Regular
Interest A-1-A-4, REMIC II Regular Interest A-1-A-5, REMIC II Regular Interest
A-1-A-6, REMIC II Regular Interest A-1-A-7 and REMIC II Regular Interest
A-1-A-8.

            "Corresponding Group A-SP REMIC III Regular Interest": With respect
to any REMIC II Regular Interest, the Group A-SP REMIC III Regular Interest that
has an alphabetic or alphanumeric designation that, with the deletion of
"A-SP-", is the same as the alphabetic or alphanumeric, as applicable,
designation for such REMIC II Regular Interest.

            "Corresponding Group A-X REMIC III Regular Interest": With respect
to any REMIC II Regular Interest, the Group A-X REMIC III Regular Interest that
has an alphabetic or alphanumeric designation that, with the deletion of "A-X-",
is the same as the alphabetic or alphanumeric, as applicable, designation for
such REMIC II Regular Interest.

            "Corresponding REMIC II Regular Interest": With respect to: (a) any
Class of Principal Balance Certificates, the REMIC II Regular Interest that has
an alphabetic or alphanumeric designation that is the same as the alphabetic or
alphanumeric, as applicable, Class designation for such Class of Principal
Balance Certificates (provided that (i) each of REMIC II Regular Interest A-1-1,
REMIC II Regular Interest A-1-2 and REMIC II Regular Interest A-1-3 shall be a
Corresponding REMIC II Regular Interest with respect to the Class A-1
Certificates, (ii) each of REMIC II Regular Interest A-2-1, REMIC II Regular
Interest A-2-2 and REMIC II Regular Interest A-2-3 shall be a Corresponding
REMIC II Regular Interest with respect to the Class A-2 Certificates, (iii) each
of REMIC II Regular Interest A-4-1, REMIC II Regular Interest A-4-2, REMIC II
Regular Interest A-4-3 and REMIC II Regular Interest A-4-4 shall be a
Corresponding REMIC II Regular Interest with respect to the Class A-4
Certificates, and (iv) each of REMIC II Regular Interest A-1-A-1, REMIC II
Regular Interest A-1-A-2, REMIC II Regular Interest A-1-A-3, REMIC II Regular
Interest A-1-A-4, REMIC II Regular Interest A-1-A-5, REMIC II Regular Interest
A-1-A-6, REMIC II Regular Interest A-1-A-7 and REMIC II Regular Interest A-1-A-8
shall be a Corresponding REMIC II Regular Interest with respect to the Class
A-1-A Certificates); (b) any Group A-SP REMIC III Regular Interest, the REMIC II
Regular Interest that has an alphabetic or alphanumeric designation that, when
preceded by "A-SP-", is the same as the alphabetic or alphanumeric, as
applicable, designation for such Group A-SP REMIC III Regular Interest; and (c)
any Group A-X REMIC III Regular Interest, the REMIC II Regular Interest that has
an alphabetic or alphanumeric designation that, when preceded by "A-X-", is the
same as the alphabetic or alphanumeric, as applicable, designation for such
Group A-X REMIC III Regular Interest.

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

            "Cross-Collateralized Group": Any group of Crossed Trust Mortgage
Loans.

            "Crossed Trust Mortgage Loan": Any Trust Mortgage Loan which is
cross-defaulted and cross-collateralized with any other Trust Mortgage Loan. For
the avoidance of doubt, neither the Mayfair Mall Trust Mortgage Loan nor any
A-Note Trust Mortgage Loan shall be deemed a Crossed Trust Mortgage Loan under
this Agreement.

            "Crossed Trust Mortgage Loan Repurchase Criteria": (i) The Debt
Service Coverage Ratio for all remaining related Crossed Trust Mortgage Loans
for the four calendar quarters immediately preceding the repurchase or
substitution is not less than the greater of (a) the Debt Service Coverage Ratio
for all such related Crossed Trust Mortgage Loans, including the affected
Crossed Trust Mortgage Loan, for the four calendar quarters immediately
preceding the repurchase or substitution and (b) 1.25x, (ii) the loan-to-value
ratio for any remaining related Crossed Trust Mortgage Loans determined at the
time of repurchase or substitution based upon an Appraisal obtained by the
Special Servicer at the expense of the related Mortgage Loan Seller is not
greater than the lesser of (a) the loan-to-value ratio for all such related
Crossed Trust Mortgage Loans, including the affected Crossed Trust Mortgage Loan
set forth in the tables on Exhibit A-1 to the Prospectus Supplement, (b) the
loan-to-value ratio for all such related Crossed Trust Mortgage Loans, including
the affected Crossed Trust Mortgage Loan, determined at the time of repurchase
or substitution based upon an Appraisal obtained by the Special Servicer at the
expense of the related Mortgage Loan Seller and (c) 75.0%, and (iii) the Trustee
receives an Opinion of Counsel (at the expense of the related Mortgage Loan
Seller) to the effect that such repurchase or substitution will not result in
the imposition of a tax on the assets of the Trust Fund or cause any REMIC Pool
to fail to qualify as a REMIC for federal or applicable state tax purposes at
any time that any of the Certificates are outstanding.

            "CSFB LLC": Credit Suisse First Boston LLC or its successor in
interest.

            "Current Interest Distribution Amount": As defined:

            (a) with respect to any REMIC I Regular Interest for any
      Distribution Date, in Section 2.04(g);

            (b) with respect to any REMIC II Regular Interest for any
      Distribution Date, in Section 2.06(g);

            (c) with respect to any Group A-SP REMIC III Regular Interest or
      Group A-X REMIC III Regular Interest for any Distribution Date, in Section
      2.08(g); and

            (d) with respect to any Class of REMIC III Regular Interest
      Certificates for any Distribution Date, in Section 2.08(g).

            "Custodian" shall mean a Person who is at any time appointed by the
Trustee pursuant to Section 8.12 as a document custodian for the Mortgage Files.

            "Cut-off Date": Individually and collectively, the respective Due
Dates for the Trust Mortgage Loans in September 2003.

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

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

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

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

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

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

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

            "Defect": With respect to any Trust Mortgage Loan, as defined in the
related Mortgage Loan Purchase Agreement.

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

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

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

            "Depositor": As defined in the Preliminary Statement to this
Agreement.

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

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

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

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof that are not (within the meaning
of Treasury regulations section 1.512(b)-1(c)(5)) customarily provided to
tenants in connection with the rental of space for occupancy, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers in the ordinary course of a trade or business, the performance
of any construction work thereon or any use of such REO Property in a trade or
business conducted by the Trust Fund, in each case other than through an
Independent Contractor; provided, however, that the Trustee (or the Master
Servicer or the Special Servicer on behalf of the Trustee) shall not be
considered to Directly Operate an REO Property solely because the Trustee (or
the Master Servicer or the Special Servicer on behalf of the Trustee)
establishes rental terms, chooses tenants, enters into or renews leases, deals
with taxes and insurance or makes decisions as to repairs (of the type that
would be deductible under Section 162 of the Code) or capital expenditures with
respect to such REO Property.

            "Discount Rate": As defined in Section 4.01(d).

            "Disqualified Organization": Any of (i) the United States, any State
or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality
that is a corporation if all of its activities are subject to tax and, except
for FHLMC, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization or
any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
that is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code and (v) any other Person so designated by the Master Servicer or the
Trustee based upon an Opinion of Counsel provided to the Trustee (which shall
not be an expense of the Trustee) to the effect that the holding of an Ownership
Interest in a Class R Certificate by such Person may cause any REMIC Pool to
qualify as a REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms
"United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

            "Distribution Account": The account, accounts or, subject to Section
3.04(h), sub-accounts created and maintained by the Trustee, pursuant to Section
3.04(b), in trust for the Certificateholders, which, subject to Section 3.04(h),
shall be entitled "[name of Trustee], as Trustee, for the benefit of Holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2003-C4, Distribution Account". The
Distribution Account shall be an Eligible Account or, subject to Section
3.04(h), a subaccount of an Eligible Account.

            "Distribution Date": With respect to any calendar month, commencing
in October 2003, the fourth Business Day following the Determination Date in
such month.

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

            "EDGAR": The Electronic Data Gathering, Analysis, and Retrieval
System of the Commission, which is the computer system for the receipt,
acceptance, review and dissemination of documents submitted to the Commission in
electronic format.

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

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

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

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

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

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

            "Euroclear": The Euroclear System.

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

            "Excess Interest": With respect to each of the ARD Mortgage Loans
(and each REO Trust Mortgage Loan that relates to an ARD Trust Mortgage Loan),
interest accrued on such Mortgage Loan (or REO Trust Mortgage Loan) and
allocable to the Excess Rate. Insofar as it accrues on an ARD Trust Mortgage
Loan (or any REO Trust Mortgage Loan with respect thereto), Excess Interest is
an asset of the Trust Fund, but shall not be an asset of any REMIC Pool.

            "Excess Interest Distribution Account": The account, accounts or,
subject to Section 3.04(h), subaccount created and maintained by the Trustee,
which, subject to Section 3.04(h), shall be entitled "[name of Trustee], as
Trustee, in trust for Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2003-C4, Excess
Interest Distribution Account", and which shall be an Eligible Account or,
subject to Section 3.04(h), a subaccount of an Eligible Account. The Excess
Interest Distribution Account shall not be an asset of any REMIC Pool.

            "Excess Liquidation Proceeds": The excess, if any, of (a) the Net
Liquidation Proceeds from the sale or liquidation of a Specially Serviced Trust
Mortgage Loan or, insofar as they are allocable to the related REO Trust
Mortgage Loan, from the sale or liquidation of an REO Property, over (b) the sum
of (i) interest on any related Advances, (ii) any related Servicing Advances,
and (iii) the amount needed to pay off in full the subject Trust Mortgage Loan
or related REO Trust Mortgage Loan and all amounts due with respect thereto.

            "Excess Liquidation Proceeds Account": The account, accounts or,
subject to Section 3.04(h), sub-account created and maintained by the Trustee,
which, subject to Section 3.04(h), shall be entitled "Wells Fargo Bank
Minnesota, N.A. [or the name of any successor Trustee], as Trustee, in trust for
the registered holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2003-C4, Excess
Liquidation Proceeds Account", and which shall be an Eligible Account or,
subject to Section 3.04(h), a subaccount of an Eligible Account. The Excess
Liquidation Proceeds Account shall be an asset of REMIC I.

            "Excess Rate": With respect to each ARD Mortgage Loan (and each REO
Trust Mortgage Loan that relates to an ARD Trust Mortgage Loan) after the
related Anticipated Repayment Date, the excess of (i) the applicable Revised
Rate over (ii) the applicable Mortgage Rate in effect immediately prior to the
related Anticipated Repayment Date.

            "Excess Servicing Strip": The excess of the Master Servicing Fee
Rate over 0.01% (one basis point) per annum, subject to reduction by the Trustee
pursuant to Section 3.11(a).

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

            "Exchange Act Reports": All Current Reports on Form 8-K and Annual
Reports on Form 10-K that are to be filed with the Commission with respect to
the Trust as contemplated by Section 3.26.

            "Exemption-Favored Party": Any of (i) CSFB LLC, (ii) any Person
directly or indirectly, through one or more intermediaries, controlling,
controlled by or under common control with CSFB LLC, and (iii) any member of any
underwriting syndicate or selling group of which any Person described in clauses
(i) and (ii) is a manager or co-manager with respect to a Class of Certificates
(other than the Class R and Class V Certificates) that is investment grade rated
by at least one Rating Agency.

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

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

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

            "Fidelity Bond": As defined in Section 3.07(c).

            "Final Distribution Date": The final Distribution Date on which any
distributions are to be made hereunder on the Certificates in connection with
the termination of the Trust.

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

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

            "GAAP": Generally accepted accounting principles in the United
States.

            "General Special Servicer": As defined in Section 3.01(f).

            "Global Certificate": With respect to any Class of Non-Registered
Certificates, any related Regulation S Global Certificate or Rule 144A Global
Certificate.

            "Grantor Trust": A grantor trust as defined under Subpart E of Part
1 of Subchapter J of the Code.

            "Grantor Trust Pool": Either of Grantor Trust V or Grantor Trust R.

            "Grantor Trust R": The Grantor Trust designated as such in Section
2.09(b).

            "Grantor Trust V": The Grantor Trust designated as such in Section
2.09(a).

            "Ground Lease": The ground lease pursuant to which any Borrower
holds a leasehold interest in the related Mortgaged Property, together with any
estoppels or other agreements executed and delivered by the ground lessor in
favor of the lender under the related Mortgage Loan.

            "Group 1 Trust Mortgage Loan": Any Trust Mortgage Loan identified on
the Trust Mortgage Loan Schedule as belonging to Loan Group No. 1.

            "Group 2 Trust Mortgage Loan": Any Trust Mortgage Loan identified on
the Trust Mortgage Loan Schedule as belonging to Loan Group No. 2.

            "Group A-SP REMIC III Regular Interests": Collectively, REMIC III
Regular Interest A-SP-A-1-A-2, REMIC III Regular Interest A-SP-A-1-A-3, REMIC
III Regular Interest A-SP-A-1-A-4, REMIC III Regular Interest A-SP-A-1-A-5,
REMIC III Regular Interest A-SP-A-1-A-6, REMIC III Regular Interest
A-SP-A-1-A-7, REMIC III Regular Interest A-SP-A-1-A-8, REMIC III Regular
Interest A-SP-A-1-2, REMIC III Regular Interest A-SP-A-1-3, REMIC III Regular
Interest A-SP-A-2-1, REMIC III Regular Interest A-SP-A-2-2, REMIC III Regular
Interest A-SP-A-2-3, REMIC III Regular Interest A-SP-A-3, REMIC III Regular
Interest A-SP-A-4-1, REMIC III Regular Interest A-SP-A-4-2, REMIC III Regular
Interest A-SP-A-4-3, REMIC III Regular Interest A-SP-A-4-4, REMIC III Regular
Interest A-SP-B and REMIC III Regular Interest A-SP-C,

            "Group A-X REMIC III Regular Interests": Collectively, REMIC III
Regular Interest A-X-A-1-A-1, REMIC III Regular Interest A-X-A-1-A-2, REMIC III
Regular Interest A-X-A-1-A-3, REMIC III Regular Interest A-X-A-1-A-4, REMIC III
Regular Interest A-X-A-1-A-5, REMIC III Regular Interest A-X-A-1-A-6, REMIC III
Regular Interest A-X-A-1-A-7, REMIC III Regular Interest A-X-A-1-A-8, REMIC III
Regular Interest A-X-A-1-1, REMIC III Regular Interest A-X-A-1-2, REMIC III
Regular Interest A-X-A-1-3, REMIC III Regular Interest A-X-A-2-1, REMIC III
Regular Interest A-X-A-2-2, REMIC III Regular Interest A-X-A-2-3, REMIC III
Regular Interest A-X-A-3, REMIC III Regular Interest A-X-A-4-1, REMIC III
Regular Interest A-X-A-4-2, REMIC III Regular Interest A-X-A-4-3, REMIC III
Regular Interest A-X-A-4-4, REMIC III Regular Interest A-X-B, REMIC III Regular
Interest A-X-C, REMIC III Regular Interest A-X-D, REMIC III Regular Interest
A-X-E, REMIC III Regular Interest A-X-F, REMIC III Regular Interest A-X-G, REMIC
III Regular Interest A-X-H, REMIC III Regular Interest A-X-J, REMIC III Regular
Interest A-X-K, REMIC III Regular Interest A-X-L, REMIC III Regular Interest
A-X-M, REMIC III Regular Interest A-X-N, REMIC III Regular Interest A-X-O and
REMIC III Regular Interest A-X-P.

            "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes or substances, including those so identified pursuant to
CERCLA or any other federal, state or local environmental related laws and
regulations, and specifically including asbestos and asbestos-containing
materials, polychlorinated biphenyls, radon gas, petroleum and petroleum
products, urea formaldehyde and any substances classified as being "in
inventory", "usable work in process" or similar classification which would, if
classified as unusable, be included in the foregoing definition.

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

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

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

            "Initial Pool Balance": The aggregate Cut-off Date Principal Balance
of all the Original Trust Mortgage Loans.

            "Initial Purchaser": CSFB LLC, as initial purchaser of the
Non-Registered Certificates.

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

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

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

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

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

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

            "Interest Accrual Amount": As defined:

            (a) with respect to any REMIC I Regular Interest, for any Interest
      Accrual Period, in Section 2.04(g);

            (b) with respect to any REMIC II Regular Interest, for any Interest
      Accrual Period, in Section 2.06(g);

            (c) with respect to any Group A-SP REMIC III Regular Interest or
      Group A-X REMIC III Regular Interest, for any Interest Accrual Period, in
      Section 2.08(g); and

            (d) with respect to any Class of REMIC III Regular Interest
      Certificates, for any Interest Accrual Period, in Section 2.08(g).

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

            "Interest Accrual Period": With respect to any REMIC I Regular
Interest, any REMIC II Regular Interest, any Group A-SP REMIC III Regular
Interest, any Group A-X REMIC III Regular Interest or any Class of REMIC III
Regular Interest Certificates, for any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs.

            "Interest Distribution Amount": With respect to any REMIC I Regular
Interest, any REMIC II Regular Interest, any Group A-SP REMIC III Regular
Interest, any Group A-X REMIC III Regular Interest or any Class of REMIC III
Regular Interest Certificates, for any Distribution Date, the sum of the related
Current Interest Distribution Amount and the related Carryforward Interest
Distribution Amount for such Distribution Date.

            "Interest Only Certificates": Collectively, the Class A-X and Class
A-SP Certificates.

            "Interest Reserve Account": The account, accounts or, subject to
Section 3.04(h), sub-account created and maintained by the Trustee, pursuant to
Section 3.28, in trust for the Certificateholders, which, subject to Section
3.04(h), shall be entitled "[name of Trustee], as Trustee, in trust for the
registered holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2003-C4, Interest Reserve
Account", and which shall be an Eligible Account or, subject to Section 3.04(h),
a sub-account of an Eligible Account.

            "Interest Reserve Loan": Any Actual/360 Trust Mortgage Loan (or
successor REO Trust Mortgage Loan with respect thereto).

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

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

            "Investment Company Act": The Investment Company Act of 1940, as
amended.

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

            "Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the Code and Treasury regulations promulgated
thereunder.

            "KeyBank": As defined in the Preliminary Statement to this
Agreement.

            "KeyBank Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement to this Agreement.

            "KeyBank Trust Mortgage Loan": Any Trust Mortgage Loan that is
either an Original KeyBank Trust Mortgage Loan or a Replacement Trust Mortgage
Loan that was delivered under the KeyBank Mortgage Loan Purchase Agreement in
substitution for an Original KeyBank Trust Mortgage Loan.

            "KRECM": As defined in the Preliminary Statement to this Agreement.

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

            "Latest Possible Maturity Date": With respect to any REMIC I Regular
Interest, any REMIC II Regular Interest, any Group A-SP REMIC III Regular
Interest, any Group A-X REMIC III Regular Interest or any Class of REMIC III
Regular Interest Certificates, the date designated as the "latest possible
maturity date" thereof solely for purposes of satisfying Treasury regulations
section 1.860G-1(a)(4)(iii).

            "Lennar": As defined in the Preliminary Statement to this Agreement.

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

            "Liquidation Event": With respect to any Mortgage Loan or REO
Property, any of the following events: (i) payment in full of such Mortgage
Loan; (ii) the making of a Final Recovery Determination with respect to such
Mortgage Loan or REO Property; (iii) in the case of a Trust Mortgage Loan, the
repurchase or replacement of such Trust Mortgage Loan by the related Mortgage
Loan Seller pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement or by the Column Performance Guarantor pursuant to the Column
Performance Guarantee; (iv) in the case of a Defaulted Trust Mortgage Loan, the
purchase of such Trust Mortgage Loan by the Series 2003-C4 Directing
Certificateholder or the Special Servicer or any assignee or Affiliate of either
of the foregoing pursuant to Section 3.18; (v) in the case of the Mayfair Mall
Trust Mortgage Loan, the purchase of such Trust Mortgage Loan by the Class MM
Directing Certificateholder, the Series 2003-C4 Directing Certificateholder or a
Mayfair Mall Non-Trust Companion Loan Holder pursuant to or as contemplated by
Section 3.31; (vi) in the case of any A/B Mortgage Loan Combination, the
purchase of the related A-Note Trust Mortgage Loan by the related B-Note
Non-Trust Companion Loan Holder pursuant to the related A/B Intercreditor
Agreement; (vii) the purchase of such Mortgage Loan by a related Mezzanine Loan
Holder; (viii) the sale or other liquidation of such REO Property hereunder; or
(ix) the purchase of such Mortgage Loan (if it is a Trust Mortgage Loan) or REO
Property by the Holders of more than 50% of the Percentage Interests in the
Controlling Class, the Special Servicer or the Master Servicer pursuant to
Section 9.01.

            "Liquidation Expenses": All customary, reasonable and necessary
"out-of-pocket" costs and expenses due and owing (but not otherwise covered by
Servicing Advances) in connection with the liquidation of any Specially Serviced
Mortgage Loan or REO Property (including legal fees and expenses, committee or
referee fees and, if applicable, brokerage commissions and conveyance taxes).

            "Liquidation Fee": A fee payable to the Special Servicer with
respect to any Specially Serviced Trust Mortgage Loan or REO Trust Mortgage Loan
as to which the Special Servicer receives a full, partial or discounted payoff
with respect thereto from the related Borrower or any Liquidation Proceeds with
respect thereto (or, under similar circumstances, the comparable fee payable to
the Special Servicer with respect to a Mayfair Mall Non-Trust Companion Loan or
any successor REO Non-Trust Companion Loan with respect thereto), all as
provided in Section 3.11(b).

            "Liquidation Fee Rate": 1.0%.

            "Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues) received by the Master Servicer or
Special Servicer, in connection with: (i) the liquidation of a Mortgaged
Property or other collateral constituting security for a defaulted Mortgage
Loan, through trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any portion thereof required to be released to the related
Borrower; (ii) the realization upon any deficiency judgment obtained against a
Borrower; (iii) the purchase of a Defaulted Trust Mortgage Loan by the Series
2003-C4 Directing Certificateholder or the Special Servicer or any assignee or
Affiliate of either of the foregoing pursuant to Section 3.18; (iv) the
repurchase or replacement of a Trust Mortgage Loan by any Mortgage Loan Seller
pursuant to Section 7 of the related Mortgage Loan Purchase Agreement or, in the
case of a Column Trust Mortgage Loan, by the Column Performance Guarantor
pursuant to the Column Performance Guarantee; (v) the purchase of the Mayfair
Mall Trust Mortgage Loan by the Class MM Directing Certificateholder, the Series
2003-C4 Directing Certificateholder or a Mayfair Mall Non-Trust Companion Loan
Holder pursuant to or as contemplated by Section 3.31; (vi) the purchase of an
A-Note Mortgage Loan by the related B-Note Non-Trust Companion Loan Holder
pursuant to the related A/B Intercreditor Agreement; (vii) the purchase of any
Mortgage Loan by a related Mezzanine Loan Holder; or (viii) the purchase of all
Trust Mortgage Loans and REO Properties by Holders of more than 50% of the
Percentage Interests in the Controlling Class, the Special Servicer or the
Master Servicer pursuant to Section 9.01.

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

            "Loan Group": Either of Loan Group No. 1 or Loan Group No. 2.

            "Loan Group No. 1": Collectively, all of the Trust Mortgage Loans
that are Group 1 Trust Mortgage Loans and any successor REO Trust Mortgage Loans
with respect thereto.

            "Loan Group No. 2": Collectively, all of the Trust Mortgage Loans
that are Group 2 Trust Mortgage Loans and any successor REO Trust Mortgage Loans
with respect thereto.

            "Loan-to-Value Ratio": With respect to any Trust Mortgage Loan, as
of any date of determination, the fraction, expressed as a percentage, the
numerator of which is the principal balance of such Trust Mortgage Loan (or, in
the case of the Mayfair Mall Trust Mortgage Loan, of the Mayfair Mall Mortgage
Loan Combination) at the time of determination, and the denominator of which is
the Appraised Value of the related Mortgaged Property.

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

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

            "Loss Reimbursement Amount": With respect to:

            (a) any REMIC I Regular Interest, for any Distribution Date, the
      total amount of all Unfunded Principal Balance Reductions, if any,
      incurred by (but not reimbursed to) REMIC II with respect to such REMIC I
      Regular Interest on all prior Distribution Dates, if any;

            (b) any REMIC II Regular Interest, for any Distribution Date, the
      total amount of all Unfunded Principal Balance Reductions, if any,
      incurred by (but not reimbursed to) REMIC III with respect to such REMIC
      II Regular Interest on all prior Distribution Dates, if any; and

            (c) any Class of Principal Balance Certificates, for any
      Distribution Date, the total amount of all Unfunded Principal Balance
      Reductions, if any, incurred by (but not reimbursed to) the Holders of
      such Class of Certificates on all prior Distribution Dates, if any.

            "MAI": Member of the Appraisal Institute.

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

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

            "Master Servicer": KRECM, in its capacity as master servicer
hereunder, or any successor master servicer appointed as herein provided.

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

            "Master Servicer Employees": As defined in Section 3.07(c).

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

            "Master Servicing Fee": With respect to each Trust Mortgage Loan and
REO Trust Mortgage Loan, the fee payable to the Master Servicer pursuant to the
first paragraph of Section 3.11(a), and any comparable fee payable to the Master
Servicer with respect to each Mayfair Mall Non-Trust Companion Loan and any
successor REO Non-Trust Companion Loan with respect thereto pursuant to the
sixth paragraph of Section 3.11(a).

            "Master Servicing Fee Rate": With respect to each Trust Mortgage
Loan and REO Trust Mortgage Loan, the rate per annum specified as such on the
Trust Mortgage Loan Schedule; and, with respect to each Mayfair Mall Non-Trust
Mortgage Loan and any successor REO Non-Trust Companion Loan with respect
thereto, 0.01% per annum.

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

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

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

            "Mayfair Mall Change of Control Event": The event that exists when,
as of any date of determination, the Class Principal Balance of the Class MM
Certificates (net of any Appraisal Reduction Amount with respect to the Mayfair
Mall Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto) is less than 25% of the initial Certificate Principal Balance of the
Class MM Certificates.

            "Mayfair Mall Control Group": The holders (and/or, consistent with
Section 3.9 of the Mayfair Mall Intercreditor Agreement, the respective
representatives and/or designees of holders) of such Mortgage Loans constituting
the Mayfair Mall Mortgage Loan Combination as represent more than 50% of the
unpaid principal balance of the entire Mayfair Mall Mortgage Loan Combination;
provided that, for purposes of establishing a Mayfair Mall Control Group, the
Mortgage Loans constituting the Mayfair Mall Mortgage Loan Combination shall be
deemed to remain outstanding even if the Mayfair Mall Mortgaged Property becomes
an REO Property.

            "Mayfair Mall Cure Event": As defined in Section 3.31.

            "Mayfair Mall Cure Payments": As defined in Section 3.31.

            "Mayfair Mall Cure Period": As defined in Section 3.31.

            "Mayfair Mall Custodial Account" shall mean, with respect to the
Mayfair Mall Mortgage Loan Combination, the segregated account or accounts (or,
subject to Section 3.04(h), the sub-account) created and maintained by the
Master Servicer pursuant to Section 3.04(f) in the name of the Trustee on behalf
of the Certificateholders and the holders of the Mayfair Mall Non-Trust
Companion Loans, which, subject to Section 3.04(h), shall be entitled "[name of
Master Servicer], as Master Servicer, in trust for [name of Trustee], on behalf
of Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2003-CK2 and [names of the Mayfair
Mall Non-Trust Companion Loan Holders], as their interests may appear". The
Mayfair Mall Custodial Account shall be an Eligible Account (or, subject to
Section 3.04(h), a sub-account of an Eligible Account) and, only to the extent
of amounts therein relating to the Mayfair Mall Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto, shall be part of REMIC
I.

            "Mayfair Mall Intercreditor Agreement" means the intercreditor
agreement dated September 11, 2003, among Column, as the A-1 Noteholder, the
Depositor, as the A-2 Noteholder, Column, as the A-3 Noteholder, and Column, as
the A-4 Noteholder, providing, among other things, that all amounts received in
respect of the Mayfair Mall Mortgage Loan Combination will be paid pro rata (by
balance) to the respective holders of the Mortgage Loans comprising the Mayfair
Mall Mortgage Loan Combination (subject, in each such case, to application of
such amounts for such other purposes as are permitted hereby and/or by the
Mayfair Mall Intercreditor Agreement).

            "Mayfair Mall Mortgage Loan Combination": The Mayfair Mall Trust
Mortgage Loan and the three Mayfair Mall Non-Trust Companion Loans,
collectively.

            "Mayfair Mall Mortgaged Property": The Mortgaged Property identified
on the Trust Mortgage Loan Schedule as Mayfair Mall.

            "Mayfair Mall Non-Trust Companion Loan": Any of the three Mortgage
Loans with an aggregate original principal balance of $150,000,000 that are
secured by a Mortgage on the Mayfair Mall Mortgaged Property, none of which
Mortgage Loans will be in the Trust Fund.

            "Mayfair Mall Non-Trust Companion Loan Holder": Column, or its
successors and assigns, as the holder of any Mayfair Mall Non-Trust Companion
Loan.

            "Mayfair Mall Payment Trigger Event": The event that exists when, as
of any date of determination, (i) an event of default exists under the Mayfair
Mall Trust Mortgage Loan, (ii) a Servicing Transfer Event exists with respect to
the Mayfair Mall Trust Mortgage Loan, (iii) the Mayfair Mall Mortgaged Property
has become an REO Property, or (iv) payments of principal and interest are being
made with respect to the Mayfair Mall Trust Mortgage Loan in accordance with a
modification or forbearance agreement.

            "Mayfair Mall Purchase Date": As defined in Section 3.31.

            "Mayfair Mall Purchase Notice": As defined in Section 3.31.

            "Mayfair Mall Special Servicer":  As defined in Section 3.01(f).

            "Mayfair Mall Specially Designated Servicing Action": As defined in
the Mayfair Mall Intercreditor Agreement.

            "Mayfair Mall Trust Mortgage Loan": The Trust Mortgage Loan with an
original principal balance of $50,000,000 that is secured by a Mortgage on the
Mayfair Mall Mortgaged Property.

            "Mezzanine Loan": Any loan constituting "Mezzanine Debt" or a
"Mezzanine Loan", as identified in Exhibit C-2 attached hereto.

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

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

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

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

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

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

            (i) the original Note (or a lost note affidavit), bearing, or
      accompanied by, all prior and intervening endorsements or assignments
      showing a complete chain of endorsement or assignment from the applicable
      Mortgage Loan Originator either in blank or to the applicable Mortgage
      Loan Seller, and further endorsed (at the direction of the Depositor given
      pursuant to the related Mortgage Loan Purchase Agreement) by the
      applicable Mortgage Loan Seller, on its face or by allonge attached
      thereto, without recourse, in blank or to the order of the Trustee in the
      following form: "Pay to the order of Wells Fargo Bank Minnesota, N.A., as
      trustee for the registered Holders of Credit Suisse First Boston Mortgage
      Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
      2003-C4, without recourse, representation or warranty, express or
      implied";

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

            (iii) an original assignment of the Mortgage, in recordable form
      (except for any missing recording information and, if applicable,
      completion of the name of the assignee), from the applicable Mortgage Loan
      Seller (or the Mortgage Loan Originator), either in blank or to "Wells
      Fargo Bank Minnesota, N.A., as trustee for the registered Holders of
      Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
      Pass-Through Certificates, Series 2003-C4";

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

            (v) an original assignment of any related Assignment of Leases (if
      such item is a document separate from the Mortgage), in recordable form
      (except for any missing recording information and, if applicable,
      completion of the name of the assignee), from the Mortgage Loan Seller (or
      the Mortgage Loan Originator), either in blank or to "Wells Fargo Bank
      Minnesota, N.A., as trustee for the registered Holders of Credit Suisse
      First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
      Certificates, Series 2003-C4";

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

            (vii) an original assignment of any related Security Agreement (if
      such item is a document separate from the Mortgage), from the Mortgage
      Loan Seller or the applicable Mortgage Loan Originator, either in blank or
      to "Wells Fargo Bank Minnesota, N.A., as trustee for the registered
      Holders of Credit Suisse First Boston Mortgage Securities Corp.,
      Commercial Mortgage Pass-Through Certificates, Series 2003-C4", which
      assignment may be included as part of an omnibus assignment covering other
      documents relating to the Trust Mortgage Loan; provided that such omnibus
      assignment is effective under applicable law;

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

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

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

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

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

            (xiii) with respect to any debt of a Borrower (including a Non-Trust
      Companion Loan) permitted under the Trust Mortgage Loan, an original or
      copy of the subordination agreement, standstill agreement or other
      intercreditor, co-lender or similar agreement relating to such other debt,
      if any, including (if and as applicable) any A/B Intercreditor Agreement,
      the Mayfair Mall Intercreditor Agreement, mezzanine loan documents or
      preferred equity documents, together with, if the Trust Mortgage Loan is
      the Mayfair Mall Trust Mortgage Loan or an A-Note Trust Mortgage Loan, a
      copy of the Note for each related Non-Trust Companion Loan;

            (xiv) with respect to any Cash Collateral Accounts and Lock-Box
      Accounts, an original or copy of any related cash collateral control
      agreement or lock-box control agreement, as applicable, and a copy of the
      UCC Financing Statements, if any, submitted for filing with respect to the
      related Mortgage Loan Seller's security interest in the Cash Collateral
      Accounts and Lock-Box Accounts and all funds contained therein (together
      with UCC Financing Statement assignments in a form suitable for filing or
      recording, sufficient to transfer such security interest to the Trustee on
      behalf of the Certificateholders);

            (xv) an original or copy of any related Loan Agreement (if separate
      from the related Mortgage) and an original or copy of any related Lock-Box
      Agreement or Cash Collateral Agreement (if separate from the related
      Mortgage and Loan Agreement);

            (xvi) the originals of Letters of Credit, if any, relating to the
      Trust Mortgage Loan;

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

            (xviii) the original Ground Lease, Ground Lease estoppels and any
      amendments thereto, if any, or a copy thereof; and

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

            Whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee, such term shall not be deemed to include such
documents and instruments required to be included therein unless they are
actually so received. If any Non-Trust Companion Loan is being serviced and
administered hereunder, the Mortgage File for the related Trust Mortgage Loan
shall also constitute the Mortgage File for such Non-Trust Companion Loan.

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

            "Mortgage Loan": Any Trust Mortgage Loan or, to the extent being
serviced hereunder, any Non-Trust Companion Loan.

            "Mortgage Loan Combination": The Mayfair Mall Mortgage Loan
Combination or any A/B Mortgage Loan Combination.

            "Mortgage Loan Combination Custodial Account": The Mayfair Mall
Custodial Account or any A/B Mortgage Loan Combination Custodial Account.

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

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

            "Mortgage Loan Purchase Agreement": Either of the Column Mortgage
Loan Purchase Agreement and the KeyBank Mortgage Loan Purchase Agreement.

            "Mortgage Loan Sellers":  Together, Column and KeyBank.

            "Mortgage Pool": All of the Trust Mortgage Loans and any successor
REO Trust Mortgage Loans, collectively, as of any particular date of
determination.

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

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

            "Mortgagee": The holder of legal title to any Mortgage Loan,
together with any third parties through which such holder takes actions with
respect to such Mortgage Loan.

            "Net Available Distribution Amount": With respect to any
Distribution Date, the Available Distribution Amount for such Distribution Date,
exclusive of (i) any Class MM Available Distribution Amount for such
Distribution Date and (ii) any reimbursement to the Class MM Directing
Certificateholder, the Series 2003-C4 Directing Certificateholder and/or any
Mayfair Mall Non-Trust Companion Loan Holder(s) on such Distribution Date
pursuant to clause seventh of the first paragraph of Section 4.01(l).

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

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

            "Net Liquidation Proceeds": The excess, if any, of (a) all
Liquidation Proceeds actually received by the Trust with respect to any
Specially Serviced Trust Mortgage Loan or REO Property, over (b) the amount of
all Liquidation Expenses incurred with respect thereto.

            "Net Mortgage Rate": With respect to any Trust Mortgage Loan or REO
Trust Mortgage Loan, as of any date of determination, a per annum rate equal to
the related Mortgage Rate minus the related Administrative Fee Rate; and, with
respect to any Mayfair Mall Non-Trust Companion Loan or REO Non-Trust Companion
Loan, as of any date of determination, a per annum rate equal to the related
Mortgage Rate minus the related Master Servicing Fee Rate.

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

            "Net Total Principal Distribution Amount": With respect to any
Distribution Date, the Total Principal Distribution Amount for such Distribution
Date, reduced by the Class MM Principal Distribution Amount for such
Distribution Date.

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

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

            "Nonrecoverable P&I Advance": The portion of any P&I Advance
previously made or proposed to be made in respect of a Trust Mortgage Loan or an
REO Trust Mortgage Loan which, in the judgment (in accordance with the Servicing
Standard in the case of judgment by the Master Servicer or the Special Servicer)
of the Master Servicer, the Special Servicer or the Trustee, as applicable, will
not be ultimately recoverable, together with any accrued and unpaid interest
thereon, from Late Collections or any other recovery on or in respect of such
Trust Mortgage Loan or REO Trust Mortgage Loan. The determination by the Master
Servicer, the Special Servicer or the Trustee, as applicable, that it has made
(or, in the case of a determination made by the Special Servicer, that the
Master Servicer has made) a Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be
evidenced by an Officer's Certificate delivered (i) to the Trustee and the
Depositor, in the case of the Master Servicer, (ii) to the Master Servicer and
the Trustee in the case of the Special Servicer, (iii) to the Depositor and the
Master Servicer, in the case of the Trustee, and (iv) in each case, to the
Series 2003-C4 Directing Certificateholder, the Class MM Directing
Certificateholder (if the Mayfair Mall Trust Mortgage Loan or any related REO
Trust Mortgage Loan is involved), each Mayfair Mall Non-Trust Companion Loan
Holder or its designee (if the Mayfair Mall Trust Mortgage Loan or any related
REO Trust Mortgage Loan is involved) and to any Requesting Subordinate
Certificateholder (at the expense of such Requesting Subordinate
Certificateholder) setting forth such determination of nonrecoverability and the
considerations of the Master Servicer, the Special Servicer or the Trustee, as
applicable, forming the basis of such determination (which shall include but
shall not be limited to information, to the extent available, such as related
income and expense statements, rent rolls, occupancy status, property
inspections, and shall include an Appraisal (provided that if an Appraisal has
been obtained within the past 12 months, no new Appraisal is required) of the
related Mortgaged Property, the cost of which Appraisal shall be advanced by the
Master Servicer as a Servicing Advance). Such Officer's Certificate shall be
accompanied by the Appraisal and all other supporting documentation relevant to
the subject parties' nonrecoverability determination. The Trustee shall be
entitled to conclusively rely on the Master Servicer's determination that a P&I
Advance is nonrecoverable. The Master Servicer and the Trustee shall be entitled
to conclusively rely on the Special Servicer's determination that a P&I Advance
is nonrecoverable.

            "Nonrecoverable Servicing Advance": The portion of any Servicing
Advance previously made or proposed to be made in respect of a Mortgage Loan or
REO Property which, in the judgment (in accordance with the Servicing Standard
in the case of judgment by the Master Servicer or the Special Servicer) of the
Master Servicer, the Special Servicer or the Trustee, as the case may be, will
not be ultimately recoverable, together with any accrued and unpaid interest
thereon, from Late Collections or any other recovery on or in respect of such
Mortgage Loan or REO Property. The determination by the Master Servicer, the
Special Servicer or the Trustee, as the case may be, that it has made (or, in
the case of a determination made by the Special Servicer, that the Master
Servicer has made) a Nonrecoverable Servicing Advance or that any proposed
Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance,
shall be evidenced by an Officer's Certificate delivered (i) to the Trustee and
the Depositor, in the case of the Master Servicer, (ii) to the Master Servicer
and the Trustee in the case of the Special Servicer, (iii) to the Depositor and
the Master Servicer, in the case of the Trustee, and (iv) and in each case, to
the Series 2003-C4 Directing Certificateholder, to the Class MM Directing
Certificateholder and each Mayfair Mall Non-Trust Companion Loan Holder or its
designee (if the Mayfair Mall Mortgage Loan Combination or any related REO
Property is involved) and to any Requesting Subordinate Certificateholder (at
the expense of such Requesting Subordinate Certificateholder). The Officer's
Certificate shall set forth such determination of nonrecoverability and the
considerations of the Master Servicer, the Special Servicer or the Trustee, as
applicable, forming the basis of such determination (which shall include but
shall not be limited to information, to the extent available, such as related
income and expense statements, rent rolls, occupancy status and property
inspections, and shall include an Appraisal (provided that if an Appraisal has
been obtained within the past 12 months, no new Appraisal is required) of the
related Mortgaged Property, the cost of which Appraisal shall be advanced by the
Master Servicer as a Nonrecoverable Servicing Advance). Such Officer's
Certificate shall be accompanied by the Appraisal and all other supporting
documentation relevant to the subject parties' nonrecoverability determination.
The Trustee will be entitled to conclusively rely on the Master Servicer's
determination that a Servicing Advance is nonrecoverable. The Master Servicer
and the Trustee shall be entitled to conclusively rely on the Special Servicer's
determination that a Servicing Advance is a Nonrecoverable Servicing Advance.

            "Non-Registered Certificate": Any Certificate that has not been
subject to registration under the Securities Act. As of the Closing Date, the
Class A-SP, Class A-X, Class A-1-A, Class MM, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P, Class R and Class V
Certificates will constitute Non-Registered Certificates.

            "Non-Trust Companion Loan": Any Mayfair Mall Non-Trust Companion
Loan or B-Note Non-Trust Companion Loan.

            "Non-Trust Companion Loan Holder": Any Mayfair Mall Non-Trust
Companion Loan Holder or B-Note Non-Trust Companion Loan Holder.

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

            "Note": The original executed note (or, if applicable, multiple
notes collectively) evidencing the indebtedness of a Borrower under a Mortgage
Loan, together with any rider, addendum or amendment thereto.

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

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

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

            "Original Column Trust Mortgage Loans": As defined in the
Preliminary Statement to this Agreement.

            "Original KeyBank Trust Mortgage Loans": As defined in the
Preliminary Statement to this Agreement.

            "Original Trust Mortgage Loans": As defined in the Preliminary
Statement to this Agreement.

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

            "Origination Required Insurance Amounts": As defined in Section
3.07(h).

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

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

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

            "Pass-Through Rate": The per annum rate at which interest accrues in
respect of any Class of REMIC III Regular Interest Certificates during any
Interest Accrual Period, as set forth in or otherwise calculated in accordance
with Section 2.08(f); provided that, for reporting purposes, the Pass-Through
Rate of the Class A-SP Certificates shall be calculated in accordance with the
Prospectus Supplement.

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

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

            "Performance Certification":  As defined in Section 3.26(b).

            "Performing Mortgage Loan": Any Performing Trust Mortgage Loan or,
to the extent serviced hereunder, any Non-Trust Companion Loan as to which the
related Trust Mortgage Loan is a Performing Trust Mortgage Loan.

            "Performing Party": As defined in Section 3.26(b).

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

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

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

            (ii) time deposits, unsecured certificates of deposit or bankers'
      acceptances that mature in one year or less after the date of issuance and
      are issued or held by any depository institution or trust company
      incorporated or organized under the laws of the United States of America
      or any State thereof and subject to supervision and examination by federal
      or state banking authorities, so long as the commercial paper or other
      short-term debt obligations of such depository institution or trust
      company are rated in the highest short-term debt rating category of each
      Rating Agency or such other ratings as will not result in the downgrading,
      withdrawal or qualification of the then-current rating assigned by each
      Rating Agency to any Certificate, as confirmed in writing by such Rating
      Agency;

            (iii) repurchase agreements or obligations with respect to any
      security described in clause (i) above where such security has a remaining
      maturity of one year or less and where such repurchase obligation has been
      entered into with a depository institution or trust company (acting as
      principal) described in clause (ii) above;

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

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

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

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

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

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

            "Permitted Transferee": Any Transferee of a Class R Certificate
other than a Disqualified Organization, a Non-United States Tax Person or a
foreign permanent establishment or fixed base (each within the meaning of the
applicable income tax treaty) of a United States Tax Person; provided, however,
that if a Transferee is classified as a partnership under the Code, such
Transferee shall only be a Permitted Transferee if all of its beneficial owners
are United States Tax Persons and the governing documents of the Transferee
prohibit a transfer of any interest in the Transferee to any Non-United States
Tax Person.

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

            "Phase I Environmental Assessment": A "Phase I assessment" as
described in and meeting the criteria of the American Society for Testing and
Materials, Designation E-1527.

            "Plan": Any of those retirement plans and other employee benefit
plans, including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
are subject to ERISA or the Code.

            "Plurality Class R Certificateholder": As to any taxable year of any
REMIC Pool, the Holder of Certificates evidencing the largest Percentage
Interest in the Class R Certificates.

            "Prepayment Assumption": For purposes of determining the accrual of
original issue discount, market discount and premium, if any, on the Trust
Mortgage Loans, the REMIC I Regular Interests, the REMIC II Regular Interests,
the Group A-SP REMIC III Regular Interests, the Group A-X REMIC III Regular
Interests and the Certificates for federal income tax purposes, the assumptions
that each ARD Trust Mortgage Loan is paid in its entirety on its Anticipated
Repayment Date and that no Trust Mortgage Loan is otherwise voluntarily prepaid
prior to its Maturity Date.

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

            "Prepayment Interest Excess": With respect to any Distribution Date,
for each Trust Mortgage Loan that was subject to Principal Prepayment in full or
in part, or as to which Insurance and Condemnation Proceeds were received by the
Master Servicer or Special Servicer for application to such Trust Mortgage Loan,
in each case after the Due Date in the month of such Distribution Date and on or
prior to the related Determination Date, the amount of interest accrued at the
related Net Mortgage Rate for such Trust Mortgage Loan, on the amount of such
Principal Prepayment or, insofar as they represent an early collection of
principal, such Insurance and Condemnation Proceeds (net of any portion of such
interest that represents Penalty Charges or Excess Interest) after the end of
the Mortgage Interest Accrual Period relating to such Due Date and accruing in
the manner set forth in the Mortgage Loan Documents relating to such Trust
Mortgage Loan, to the extent such interest is collected by the Master Servicer
or the Special Servicer.

            "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Trust Mortgage Loan that was subject to a Principal Prepayment in
full or in part, or as to which Insurance and Condemnation Proceeds were
received by the Master Servicer or Special Servicer for application to such
Trust Mortgage Loan, in each case after the Determination Date in the calendar
month preceding such Distribution Date but prior to the Due Date in the related
Collection Period to the extent not collected from the borrower, the amount of
uncollected interest that would have accrued at the Net Mortgage Rate for such
Trust Mortgage Loan, plus the Trustee Fee Rate, on the amount of such Principal
Prepayment or, insofar as they represent an early collection of principal, such
Insurance and Condemnation Proceeds (net of any portion of such interest that
represents Penalty Charges or Excess Interest) during the period commencing on
the date as of which such Principal Prepayment or Insurance and Condemnation
Proceeds were applied to the unpaid principal balance of the Trust Mortgage Loan
and ending on (and including) the day immediately preceding such Due Date.

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

            "Principal Balance Certificate": Any of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-1-A, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P
and Class MM Certificates.

            "Principal Prepayment": Any payment of principal made by the
Borrower on a Mortgage Loan that is received in advance of its scheduled Due
Date and that is not accompanied by an amount of interest (without regard to any
Yield Maintenance Charge and/or Excess Interest that may have been collected)
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment; provided that "Principal Prepayment"
shall not include any such payment of principal made out of Insurance and
Condemnation Proceeds or Liquidation Proceeds.

            "Privileged Person": Any of the following: a party to this
Agreement, an Underwriter, a Mortgage Loan Seller, the Series 2003-C4 Directing
Certificateholder, the Class MM Directing Certificateholder, a Mayfair Mall
Non-Trust Companion Loan Holder, a Rating Agency, a designee of the Depositor, a
Certificateholder, a Certificate Owner or, to the extent identified as such by a
Certificateholder or a Certificate Owner, a prospective purchaser of a
Certificate or any interest therein.

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

            "Prospectus": The Base Prospectus and the Prospectus Supplement,
together.

            "Prospectus Supplement": That certain prospectus supplement dated
September 11, 2003, relating to the Registered Certificates, that is a
supplement to the Base Prospectus.

            "PTCE": Prohibited Transaction Class Exemption.

            "PTE": Prohibited Transaction Exemption.

            "Purchase Price": With respect to any Trust Mortgage Loan to be
purchased by (a) a Mortgage Loan Seller pursuant to Section 7 of the related
Mortgage Loan Purchase Agreement or, in the case of a Column Trust Mortgage
Loan, by the Column Performance Guarantor, (b) by the Series 2003-C4 Directing
Certificateholder pursuant to Section 3.18(b), the Special Servicer pursuant to
or as contemplated by Section 3.18(c), or an assignee or Affiliate of either
thereof, in any case, pending determination of Fair Value, (c) the Class MM
Directing Certificateholder, the Series 2003-C4 Directing Certificateholder or a
Mayfair Mall Non-Trust Companion Loan Holder pursuant to or as contemplated by
Section 3.31, or (d) by the holders of more than 50% of the Percentage Interests
in the Controlling Class, the Special Servicer or the Master Servicer pursuant
to Section 9.01, a price equal to the sum of the following:

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

            (ii) all accrued and unpaid interest on such Trust Mortgage Loan
      (exclusive of Default Interest and Excess Interest, if any) to but not
      including the Due Date in the Collection Period of purchase (which
      includes unpaid Master Servicing Fees) and all related Special Servicing
      Fees accrued with respect to such Trust Mortgage Loan;

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

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

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

With respect to any Defaulted Trust Mortgage Loan to be purchased by the Series
2003-C4 Directing Certificateholder (or any assignee thereof) or the Special
Servicer (or any Affiliate thereof) pursuant to Section 3.18(b) or 3.18(c)
following determination of Fair Value, the Purchase Price will equal the Fair
Value of such Defaulted Trust Mortgage Loan. With respect to any REO Property to
be sold pursuant to Section 3.18(e), the Purchase Price will equal the amount
calculated in accordance with the second preceding sentence in respect of the
related REO Trust Mortgage Loan (or, if such REO Property relates to the Mayfair
Mall Mortgage Loan Combination, in respect of all of the related REO Mortgage
Loans and treating the Mayfair Mall Non-Trust Companion Loans as if they were
Trust Mortgage Loans).

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

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

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

            "Qualified Mortgage": A qualified mortgage within the meaning of
Section 860G(a)(3) of the Code.

            "Qualified Substitute Trust Mortgage Loan": A mortgage loan which
must, on the date of substitution: (i) have an outstanding principal balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, not in excess of the Stated Principal
Balance of the Deleted Trust Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a Mortgage Rate not less
than the Mortgage Rate of the Deleted Trust Mortgage Loan; (iii) have the same
Due Date as the Deleted Trust Mortgage Loan; (iv) accrue interest on the same
Interest Accrual Basis as the Deleted Trust Mortgage Loan; (v) have a remaining
term to stated maturity not greater than, and not more than two years less than,
the remaining term to stated maturity of the Deleted Trust Mortgage Loan; (vi)
have an original Loan-to-Value Ratio not higher than that of the Deleted Trust
Mortgage Loan and a current Loan-to-Value Ratio not higher than the then current
Loan-to-Value Ratio of the Deleted Trust Mortgage Loan; (vii) materially comply
as of the date of substitution with all of the representations and warranties
set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an
Environmental Assessment that indicates no material adverse environmental
conditions with respect to the related Mortgaged Property and which will be
delivered as a part of the related Mortgage File; (ix) have an original Debt
Service Coverage Ratio of not less than the original Debt Service Coverage Ratio
of the Deleted Trust Mortgage Loan and a current Debt Service Coverage Ratio of
not less than the then-current Debt Service Coverage Ratio of the Deleted Trust
Mortgage Loan; (x) be determined by an Opinion of Counsel (at the applicable
Mortgage Loan Seller's expense) to be a "qualified replacement mortgage" within
the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date
after the date two years prior to the Rated Final Distribution Date; (xii) not
be substituted for a Deleted Trust Mortgage Loan unless the Trustee has received
prior confirmation in writing by each Rating Agency that such substitution will
not result in the withdrawal, downgrade, or qualification of the rating assigned
by such Rating Agency to any Class of Certificates then rated by such Rating
Agency (the cost, if any, of obtaining such confirmation to be paid by the
applicable Mortgage Loan Seller); (xiii) have been approved by the Series
2003-C4 Directing Certificateholder in its sole discretion; (xiv) prohibit
defeasance within two years of the Closing Date and (xv) not be substituted for
a Deleted Trust Mortgage Loan if it would result in the termination of the REMIC
status of any REMIC Pool established under this Agreement or the imposition of
tax on any of such REMIC Pool other than a tax on income expressly permitted or
contemplated to be received by the terms of this Agreement, as determined by an
Opinion of Counsel. In the event that one or more mortgage loans are substituted
for one or more Deleted Trust Mortgage Loans, then the amounts described in
clause (i) shall be determined on the basis of aggregate principal balances and
the rates described in clause (ii) above and the remaining term to stated
maturity referred to in clause (v) above shall be determined on a weighted
average basis; provided that no interest rate on any individual Qualified
Substitute Trust Mortgage Loan, less the related Master Servicing Fee Rate and
the Trustee Fee Rate, may be less than the lowest fixed Pass-Through Rate on any
Class of Principal Balance Certificates. When a Qualified Substitute Trust
Mortgage Loan is substituted for a Deleted Trust Mortgage Loan, the applicable
Mortgage Loan Seller shall certify that the Trust Mortgage Loan meets all of the
requirements of the above definition and shall send such certification to the
Trustee.

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

            "Rated Final Distribution Date": The Distribution Date in August
2036.

            "Rating Agency": Each of S&P and Moody's.

            "Realized Loss": With respect to:

            (1) each defaulted Trust Mortgage Loan as to which a Final Recovery
      Determination has been made, or with respect to any successor REO Trust
      Mortgage Loan as to which a Final Recovery Determination has been made as
      to the related REO Property, an amount (not less than zero) equal to (a)
      the unpaid principal balance of such Trust Mortgage Loan or REO Trust
      Mortgage Loan, as the case may be, as of the commencement of the
      Collection Period in which the Final Recovery Determination was made, plus
      (b) without taking into account the amount described in subclause (1)(c)
      of this definition, all unpaid interest accrued in respect of such Trust
      Mortgage Loan or REO Trust Mortgage Loan, as the case may be, to but not
      including the related Due Date in the Collection Period in which the Final
      Recovery Determination was made, exclusive, however, of any portion of
      such unpaid interest that constitutes Default Interest or, in the case of
      an ARD Trust Mortgage Loan after its Anticipated Repayment Date, Excess
      Interest, minus (c) all payments and proceeds, if any, received in respect
      of such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may
      be, during the Collection Period in which such Final Recovery
      Determination was made that are applied as a recovery of principal of, or
      interest on, such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
      case may be;

            (2) each defaulted Trust Mortgage Loan as to which any portion of
      the principal or past due interest payable thereunder was canceled in
      connection with a bankruptcy, insolvency or similar proceeding involving
      the related Borrower or a modification, waiver or amendment of such Trust
      Mortgage Loan granted or agreed to by the Master Servicer or the Special
      Servicer pursuant to Section 3.20, the amount of such principal or past
      due interest (other than any Default Interest and, in the case of an ARD
      Trust Mortgage Loan after its Anticipated Repayment Date, Excess Interest)
      so canceled; and

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

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

            "Reference Rate": With respect to any Distribution Date from and
including the October 2003 Distribution Date to and including the September 2010
Distribution Date, the corresponding rate per annum set forth on Exhibit L
hereto.

            "Registered Certificate": Any Certificate that has been subject to
registration under the Securities Act. As of the Closing Date, the Class A-1,
Class A-2, Class A-3, Class A-4, Class B, Class C, Class D and Class E
Certificates constitute Registered Certificates.

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

            "Regulation S Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside of the United
States in reliance on Regulation S, a single global Certificate, or multiple
global Certificates collectively, in definitive, fully registered form without
interest coupon, each of which Certificates bears a Regulation S Legend.

            "Regulation S Legend": With respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside the United States in
reliance on Regulation S, a legend generally to the effect that such
Certificates may not be offered, sold, pledged or otherwise transferred in the
United States or to a United States Securities Person prior to the Release Date
except pursuant to an exemption from the registration requirements of the
Securities Act.

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

            "Release Date": With respect to any Class of Non-Registered
Certificates (other than the Class R and Class V Certificates), the date that is
40 days following the later of (i) the commencement of the offering of such
Non-Registered Certificates to Persons other than distributors in reliance upon
Regulation S under the Securities Act and (ii) the date of closing of such
offering.

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

            "REMIC I": The segregated pool of assets designated as such in
Section 2.04(a)

            "REMIC I Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and, in each such
case, designated as a "regular interest" (within the meaning of Section
860G(a)(1) of the Code) in REMIC I. The REMIC I Regular Interests have the
designations and terms provided for in Section 2.04.

            "REMIC I Regular Interest MM-1": The REMIC I Regular Interest that
bears the alphanumeric designation "MM-1".

            "REMIC I Regular Interest MM-2": The REMIC I Regular Interest that
bears the alphanumeric designation "MM-2".

            "REMIC I Remittance Rate": The per annum rate at which interest
accrues in respect of any REMIC I Regular Interest during any Interest Accrual
Period, as set forth in or otherwise calculated in accordance with Section
2.04(f).

            "REMIC I Residual Interest": The sole uncertificated "residual
interest" (within the meaning of Section 860G(a)(2) of the Code) in REMIC I
issued pursuant to this Agreement.

            "REMIC II": The segregated pool of assets designated as such in
Section 2.06(a).

            "REMIC II Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and, in each such
case, designated as a "regular interest" (within the meaning of Section
860G(a)(1) of the Code) in REMIC II. The REMIC II Regular Interests have the
designations and terms provided for in Section 2.06.

            "REMIC II Regular Interest A-1-1": The REMIC II Regular Interest
that bears the alphanumeric designation "A-1-1".

            "REMIC II Regular Interest A-1-2": The REMIC II Regular Interest
that bears the alphanumeric designation "A-1-2".

            "REMIC II Regular Interest A-1-3": The REMIC II Regular Interest
that bears the alphanumeric designation "A-1-3".

            "REMIC II Regular Interest A-1-A-1": The REMIC II Regular Interest
that bears the alphanumeric designation "A-1-A-1".

            "REMIC II Regular Interest A-1-A-2": The REMIC II Regular Interest
that bears the alphanumeric designation "A-1-A-2".

            "REMIC II Regular Interest A-1-A-3": The REMIC II Regular Interest
that bears the alphanumeric designation "A-1-A-3".

            "REMIC II Regular Interest A-1-A-4": The REMIC II Regular Interest
that bears the alphanumeric designation "A-1-A-4".

            "REMIC II Regular Interest A-1-A-5": The REMIC II Regular Interest
that bears the alphanumeric designation "A-1-A-5".

            "REMIC II Regular Interest A-1-A-6": The REMIC II Regular Interest
that bears the alphanumeric designation "A-1-A-6".

            "REMIC II Regular Interest A-1-A-7": The REMIC II Regular Interest
that bears the alphanumeric designation "A-1-A-7".

            "REMIC II Regular Interest A-1-A-8": The REMIC II Regular Interest
that bears the alphanumeric designation "A-1-A-8".

            "REMIC II Regular Interest A-2-1": The REMIC II Regular Interest
that bears the alphanumeric designation "A-2-1".

            "REMIC II Regular Interest A-2-2": The REMIC II Regular Interest
that bears the alphanumeric designation "A-2-2".

            "REMIC II Regular Interest A-2-3": The REMIC II Regular Interest
that bears the alphanumeric designation "A-2-3".

            "REMIC II Regular Interest A-3": The REMIC II Regular Interest that
bears the alphanumeric designation "A-3".

            "REMIC II Regular Interest A-4-1": The REMIC II Regular Interest
that bears the alphanumeric designation "A-4-1".

            "REMIC II Regular Interest A-4-2": The REMIC II Regular Interest
that bears the alphanumeric designation "A-4-2".

            "REMIC II Regular Interest A-4-3": The REMIC II Regular Interest
that bears the alphanumeric designation "A-4-3".

            "REMIC II Regular Interest A-4-4": The REMIC II Regular Interest
that bears the alphanumeric designation "A-4-4".

            "REMIC II Regular Interest B": The REMIC II Regular Interest that
bears the alphabetic designation "B".

            "REMIC II Regular Interest C": The REMIC II Regular Interest that
bears the alphabetic designation "C".

            "REMIC II Regular Interest D": The REMIC II Regular Interest that
bears the alphabetic designation "D".

            "REMIC II Regular Interest E": The REMIC II Regular Interest that
bears the alphabetic designation "E".

            "REMIC II Regular Interest F": The REMIC II Regular Interest that
bears the alphanumeric designation "F".

            "REMIC II Regular Interest G": The REMIC II Regular Interest that
bears the alphabetic designation "G".

            "REMIC II Regular Interest H": The REMIC II Regular Interest that
bears the alphabetic designation "H".

            "REMIC II Regular Interest J": The REMIC II Regular Interest that
bears the alphabetic designation "J".

            "REMIC II Regular Interest K": The REMIC II Regular Interest that
bears the alphabetic designation "K".

            "REMIC II Regular Interest L": The REMIC II Regular Interest that
bears the alphabetic designation "L".

            "REMIC II Regular Interest M": The REMIC II Regular Interest that
bears the alphabetic designation "M".

            "REMIC II Regular Interest MM": The REMIC II Regular Interest that
bears the alphabetic designation "MM".

            "REMIC II Regular Interest N" : The REMIC II Regular Interest that
bears the alphabetic designation "N".

            "REMIC II Regular Interest O": The REMIC II Regular Interest that
bears the alphabetic designation "O".

            "REMIC II Regular Interest P": The REMIC II Regular Interest that
bears the alphabetic designation "P".

            "REMIC II Remittance Rate": The per annum rate at which interest
accrues in respect of any REMIC II Regular Interest during any Interest Accrual
Period, as set forth in or otherwise calculated in accordance with Section
2.06(f).

            "REMIC II Residual Interest": The sole uncertificated "residual
interest" (within the meaning of Section 860G(a)(2) of the Code) in REMIC II
issued pursuant to this Agreement.

            "REMIC III": The segregated pool of assets designated as such in
Section 2.08(a).

            "REMIC III Regular Interest A-SP-A-1-2": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-SP-A-1-2".

            "REMIC III Regular Interest A-SP-A-1-3": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-SP-A-1-3".

            "REMIC III Regular Interest A-SP-A-1-A-2": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-SP-A-1-A-2".

            "REMIC III Regular Interest A-SP-A-1-A-3": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-SP-A-1-A-3".

            "REMIC III Regular Interest A-SP-A-1-A-4": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-SP-A-1-A-4".

            "REMIC III Regular Interest A-SP-A-1-A-5": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-SP-A-1-A-5".

            "REMIC III Regular Interest A-SP-A-1-A-6": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-SP-A-1-A-6".

            "REMIC III Regular Interest A-SP-A-1-A-7": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-SP-A-A-7".

            "REMIC III Regular Interest A-SP-A-1-A-8": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-SP-A-1-8".

            "REMIC III Regular Interest A-SP-A-2-1": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-SP-A-2-1".

            "REMIC III Regular Interest A-SP-A-2-2": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-SP-A-2-2".

            "REMIC III Regular Interest A-SP-A-2-3": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-SP-A-2-3".

            "REMIC III Regular Interest A-SP-A-3": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-SP-A-3".

            "REMIC III Regular Interest A-SP-A-4-1": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-SP-A-4-1".

            "REMIC II Regular Interest A-SP-A-4-2": The REMIC II Regular
Interest that bears the alphanumeric designation "A-SP-A-4-2".

            "REMIC II Regular Interest A-SP-A-4-3": The REMIC II Regular
Interest that bears the alphanumeric designation "A-SP-A-4-3".

            "REMIC II Regular Interest A-SP-A-4-4": The REMIC II Regular
Interest that bears the alphanumeric designation "A-SP-A-4-4".

            "REMIC III Regular Interest A-SP-B": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphabetic designation "A-SP-B".

            "REMIC III Regular Interest A-SP-C": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphabetic designation "A-SP-C".

            "REMIC III Regular Interest A-X-A-1-1": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-1-1".

            "REMIC III Regular Interest A-X-A-1-2": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-1-2".

            "REMIC III Regular Interest A-X-A-1-3": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-1-3".

            "REMIC III Regular Interest A-X-A-1-A-1": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-1-A-1".

            "REMIC III Regular Interest A-X-A-1-A-2": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-1-A-2".

            "REMIC III Regular Interest A-X-A-1-A-3": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-1-A-3".

            "REMIC III Regular Interest A-X-A-1-A-4": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-1-A-4".

            "REMIC III Regular Interest A-X-A-1-A-5": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-1-A-5".

            "REMIC III Regular Interest A-X-A-1-A-6": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-1-A-6".

            "REMIC III Regular Interest A-X-A-1-A-7": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-1-A-7".

            "REMIC III Regular Interest A-X-A-1-A-8": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-1-A-8".

            "REMIC III Regular Interest A-X-A-2-1": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-2-1".

            "REMIC III Regular Interest A-X-A-2-2": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-2-2".

            "REMIC III Regular Interest A-X-A-2-3": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-2-3".

            "REMIC III Regular Interest A-X-A-3": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphanumeric designation "A-X-A-3".

            "REMIC III Regular Interest A-X-A-4-1": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-4-1".

            "REMIC III Regular Interest A-X-A-4-2": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-4-2".

            "REMIC III Regular Interest A-X-A-4-3": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-4-3".

            "REMIC III Regular Interest A-X-A-4-4": The "regular interest"
(within the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears
the alphanumeric designation "A-X-A-4-4".

            "REMIC III Regular Interest A-X-B": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphabetic designation "A-X-B".

            "REMIC III Regular Interest A-X-C": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphabetic designation "A-X-C".

            "REMIC III Regular Interest A-X-D": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphabetic designation "A-X-D".

            "REMIC III Regular Interest A-X-E": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphabetic designation "A-X-E".

            "REMIC III Regular Interest A-X-F": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphanumeric designation "A-X-F".

            "REMIC III Regular Interest A-X-G": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphabetic designation "A-X-G".

            "REMIC III Regular Interest A-X-H": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphabetic designation "A-X-H".

            "REMIC III Regular Interest A-X-J": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphabetic designation "A-X-J".

            "REMIC III Regular Interest A-X-K": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphabetic designation "A-X-K".

            "REMIC III Regular Interest A-X-L": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphabetic designation "A-X-L".

            "REMIC III Regular Interest A-X-M": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphabetic designation "A-X-M".

            "REMIC III Regular Interest A-X-N": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphabetic designation "A-X-N".

            "REMIC III Regular Interest A-X-O": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphabetic designation "A-X-O".

            "REMIC III Regular Interest A-X-P": The "regular interest" (within
the meaning of Section 860G(a)(1) of the Code) in REMIC III that bears the
alphabetic designation "A-X-P".

            "REMIC III Regular Interest Certificate": Any of the Interest Only
Certificates and the Principal Balance Certificates.

            "REMIC III Remittance Rate": The per annum rate at which interest
accrues in respect of any Group A-SP REMIC III Regular Interest or Group A-X
REMIC III Regular Interest during any Interest Accrual Period, as set forth in
or otherwise calculated in accordance with Section 2.08(f).

            "REMIC III Residual Interest": The sole uncertificated "residual
interest" (within the meaning of Section 860G(a)(2) of the Code) in REMIC III
issued pursuant to this Agreement.

            "REMIC Pool": Any of REMIC I, REMIC II or REMIC III.

            "REMIC Provisions": 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 Subtitle A of the Code, and
related provisions, and proposed, temporary and final Treasury regulations and
any published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

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

            "REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "[name of
Special Servicer], as Special Servicer, in trust for [name of Trustee], as
Trustee, for Holders of Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates, Series 2003-C4 REO Account". Any
such account or accounts shall be an Eligible Account.

            "REO Acquisition": With respect to any Mortgage Loan, the
acquisition of the related Mortgaged Property as REO Property by the Special
Servicer on behalf of the Trust Fund and/or any affected Non-Trust Companion
Loan Holder.

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

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

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

            "REO Mortgage Loan": Any REO Trust Mortgage Loan or REO Non-Trust
Companion Loan.

            "REO Non-Trust Companion Loan": Any of the three mortgage loans
deemed for purposes hereof to be outstanding (but outside the Mortgage Pool)
with respect to any REO Property in respect of the Mayfair Mall Mortgage Loan
Combination, or any mortgage loan deemed for purposes hereof to be outstanding
(but outside the Mortgage Pool) with respect to any REO Property in respect of
an A/B Mortgage Loan Combination. Any REO Non-Trust Companion Loan shall be
deemed to provide for monthly payments of principal and/or interest equal to its
Assumed Scheduled Payments and otherwise to have the same terms and conditions
as its predecessor Non-Trust Companion Loan (such terms and conditions to be
applied without regard to the default on such predecessor Non-Trust Companion
Loan or the subject REO Acquisition). Any REO Non-Trust Companion Loan shall be
deemed to have an initial unpaid principal balance equal to the unpaid principal
balance of its predecessor Non-Trust Companion Loan as of the related REO
Acquisition Date. All Monthly Payments and other amounts due and owing, or
deemed to be due and owing, in respect of any Non-Trust Companion Loan as of the
related REO Acquisition Date, shall be deemed to continue to be due and owing in
respect of the related REO Non-Trust Companion Loan. In addition, all amounts
payable or reimbursable to the Master Servicer, the Special Servicer or the
Trustee, as applicable, in respect of any Non-Trust Companion Loan as of the
related REO Acquisition Date, including any unpaid or unreimbursed servicing
compensation and Servicing Advances (together with any related unpaid Advance
Interest), shall continue to be payable or reimbursable in the same priority and
manner pursuant to Section 3.04 and related intercreditor, co-lender or similar
agreement to the Master Servicer, the Special Servicer or the Trustee, as the
case may be, in respect of the related REO Non-Trust Companion Loan.

            "REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of and in the name of the Trustee (or its nominee) for the
benefit of the Certificateholders and, if such property relates to a Mortgage
Loan Combination, each related Non-Trust Companion Loan Holder, through
foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in
accordance with applicable law in connection with the default or imminent
default of a Trust Mortgage Loan.

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

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

            "REO Trust Mortgage Loan": The mortgage loan deemed to be
outstanding and part of the Mortgage Pool with respect to each REO Property.
Each REO Trust Mortgage Loan shall be deemed to be outstanding for so long as
the related REO Property remains part of the Trust Fund, and shall be deemed to
provide for Assumed Scheduled Payments on each Due Date therefor and otherwise
have the same terms and conditions as its predecessor Trust Mortgage Loan,
including, without limitation, with respect to the calculation of the Mortgage
Rate in effect from time to time (such terms and conditions to be applied
without regard to the default on such predecessor Trust Mortgage Loan). Each REO
Trust Mortgage Loan shall be deemed to have an initial outstanding principal
balance and Stated Principal Balance equal to the outstanding principal balance
and Stated Principal Balance, respectively, of its predecessor Trust Mortgage
Loan as of the related REO Acquisition Date. All amounts due and owing in
respect of the predecessor Trust Mortgage Loan as of the related REO Acquisition
Date, including accrued and unpaid interest, shall continue to be due and owing
in respect of an REO Trust Mortgage Loan. All amounts payable or reimbursable to
the Master Servicer, the Special Servicer or the Trustee, as applicable, in
respect of the predecessor Trust Mortgage Loan as of the related REO Acquisition
Date, including any unpaid Special Servicing Fees and Master Servicing Fees and
any unreimbursed Advances, together with any interest accrued and payable to the
Master Servicer or the Trustee in respect of such Advances in accordance with
Section 3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable
to the Master Servicer or the Trustee in respect of an REO Trust Mortgage Loan.

            "Replacement Trust Mortgage Loan": Any Qualified Substitute Trust
Mortgage Loan that is substituted by a Mortgage Loan Seller or, in the case of a
Column Trust Mortgage Loan, the Column Performance Guarantor for a Defective
Trust Mortgage Loan as contemplated by Section 2.03.

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

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

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

            "Restricted Master Servicer Reports": Collectively, to the extent
not filed with the Commission, the CMSA Servicer Watch List, the CMSA Operating
Statement Analysis Report, the CMSA NOI Adjustment Worksheet, CMSA Financial
File and the CMSA Comparative Financial Status Report.

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

            "Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, a single global Certificate, or multiple
global Certificates collectively, registered in the name of the Depository or
its nominee, in definitive, fully registered form without interest coupons, each
of which Certificates bears a Qualified Institutional Buyer CUSIP number and
does not bear a Regulation S Legend.

            "Sarbanes-Oxley Certification": As defined in Section 3.26(a).

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

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

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

            "Senior Certificates": Collectively, the Class A-P&I Certificates
and the Interest Only Certificates.

            "Senior Principal Distribution Cross-Over Date": The first
Distribution Date as of which the aggregate Certificate Principal Balance of the
Class A-P&I Certificates outstanding immediately prior thereto equals or exceeds
the sum of (a) the aggregate Stated Principal Balance of the Mortgage Pool
(exclusive of the Uncertificated Principal Balance of REMIC I Regular Interest
MM-2) that will be outstanding immediately following such Distribution Date,
plus (b) the lesser of (i) the Net Total Principal Distribution Amount for such
Distribution Date and (ii) the portion of the Net Available Distribution Amount
for such Distribution Date that will remain after all distributions of interest
to be made on the Senior Certificates on such Distribution Date pursuant to
Section 4.01(a) have been so made.

            "Series 2003-C4 Directing Certificateholder": The particular Holder
(or, in the case of a Class of Book-Entry Certificates, the particular
Certificate Owner) of Certificates of the Controlling Class selected by the
Holders (or, in the case of a Class of Book-Entry Certificates, the Certificate
Owners) of Certificates representing more than 50% of the Percentage Interests
in the Controlling Class (which selection shall be evidenced by notice delivered
by the Series 2003-C4 Directing Certificateholder to the parties hereto and the
prior Series 2003-C4 Directing Certificateholder, if any); provided, however,
that until a Series 2003-C4 Directing Certificateholder is so selected or after
receipt of a notice from the Holders (or, in the case of a Class of Book-Entry
Certificates, the Certificate Owners) of Certificates representing more than 50%
of the Percentage Interests in the Controlling Class that a Series 2003-C4
Directing Certificateholder is no longer designated, the particular
Certificateholder (or, in the case of a Class of Book-Entry Certificates, the
particular Certificate Owner) that beneficially owns Certificates of the
Controlling Class that represents the largest aggregate Percentage Interest in
the Controlling Class shall be the Series 2003-C4 Directing Certificateholder.
The initial Series 2003-C4 Directing Certificateholder will be Lennar Partners,
Inc. No appointment of any Person as a Series 2003-C4 Directing
Certificateholder shall be effective until such Person provides the Trustee, the
Master Servicer and the Special Servicer with written confirmation of its
acceptance of such appointment, an address and telecopy number for the delivery
of notices and other correspondence and a list of officers or employees of such
Person with whom the parties to this Agreement may deal (including their names,
titles, work addresses and telecopy numbers). If no Person is appointed as
Series 2003-C4 Directing Certificateholder, the Master Servicer, the Special
Servicer and the Trustee shall not be required to recognize the particular
Certificateholder (or, in the case of a Class of Book-Entry Certificates, the
particular Certificate Owner) that beneficially owns Certificates of the
Controlling Class that represent the largest aggregate Percentage Interest in
the Controlling Class as the Series 2003-C4 Directing Certificateholder until
such Certificateholder or Certificate Owner, as the case may be, provides an
address and telecopy number for the delivery of notices and other correspondence
and a list of officers or employees of such Person with whom the parties to this
Agreement may deal (including their names, titles, work addresses and telecopy
numbers).

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

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

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

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

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

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

            (i) in the case of a Balloon Trust Mortgage Loan, a payment default
      shall have occurred on such Trust Mortgage Loan (and/or, in the case of
      the Mayfair Mall Trust Mortgage Loan, on any Mayfair Mall Non-Trust
      Companion Loan) at its Maturity Date, or if the Master Servicer has
      received evidence prior to its Maturity Date that the related Borrower has
      obtained a firm commitment to refinance such Trust Mortgage Loan (and, in
      the case of the Mayfair Mall Trust Mortgage Loan, each Mayfair Mall
      Non-Trust Companion Loan), such default continues unremedied (including,
      in the case of the Mayfair Mall Trust Mortgage Loan, by the Class MM
      Directing Certificateholder, the Series 2003-C4 Directing
      Certificateholder or any Mayfair Mall Non-Trust Companion Loan Holder)
      beyond the earlier of (A) 60 days after its Maturity Date or (B) the
      expiration of such commitment; or

            (ii) any Monthly Payment (other than a Balloon Payment) on such
      Trust Mortgage Loan (and/or, in the case of the Mayfair Mall Trust
      Mortgage Loan, on any Mayfair Mall Non-Trust Companion Loan) is 60 days or
      more delinquent; or

            (iii) the Master Servicer or the Special Servicer reasonably
      determines that a payment default with respect to such Trust Mortgage Loan
      (or, in the case of the Mayfair Mall Trust Mortgage Loan, any Mayfair Mall
      Non-Trust Mortgage Loan) has occurred or is imminent and is not likely to
      be cured by the related Borrower (or, in the case of the Mayfair Mall
      Trust Mortgage Loan, by the Class MM Directing Certificateholder, the
      Series 2003-C4 Directing Certificateholder or any Mayfair Mall Non-Trust
      Companion Loan Holder) within 60 days (provided that any such
      determination by the Special Servicer that a payment default is imminent
      shall not be the basis for a Servicing Transfer Event unless the Series
      2003-C4 Directing Certificateholder concurs); or

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

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

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

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

            (viii) any other default (exclusive of an Acceptable Insurance
      Default) that, in the reasonable judgment of the Master Servicer or the
      Special Servicer, has materially and adversely affected the value of such
      Trust Mortgage Loan (and/or, in the case of the Mayfair Mall Trust
      Mortgage Loan, the value of any Mayfair Mall Non-Trust Companion Loan) has
      occurred and has continued unremedied (including, in the case of the
      Mayfair Mall Trust Mortgage Loan by the Class MM Directing
      Certificateholder, the Series 2003-C4 Directing Certificateholder or any
      Mayfair Mall Non-Trust Companion Loan Holder) for 60 days (irrespective of
      any applicable grace period specified in the related Mortgage Loan
      Documents).

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

            (w) in the case of the circumstances described in clauses (i) and
      (ii) above, if and when the related Borrower has made three consecutive
      full and timely Monthly Payments under the terms of such Trust Mortgage
      Loan (and, in the case of the Mayfair Mall Trust Mortgage Loan, the terms
      of the respective Mayfair Mall Non-Trust Companion Loans) (as such terms
      may be changed or modified in connection with a bankruptcy or similar
      proceeding involving the related Borrower or by reason of a modification,
      waiver or amendment granted or agreed to by the Master Servicer or the
      Special Servicer pursuant to Section 3.20);

            (x) in the case of the circumstances described in clauses (iii),
      (iv), (v) and (vi) above, if and when such circumstances cease to exist in
      the reasonable judgment of the applicable Special Servicer;

            (y) in the case of the circumstances described in clause (vii)
      above, if any, when the proceedings are terminated; and

            (z) in the case of the circumstances described in clause (viii)
      above, if and when such default is cured in the reasonable judgment of the
      applicable Special Servicer.

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

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

            "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors in interest. If neither such
rating agency nor any successor remains in existence, "S&P" shall be deemed to
refer to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the other parties hereto, and specific ratings of Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated. References herein to "applicable rating category" (other than such
references to "highest applicable rating category") shall, in the case of S&P,
be deemed to refer to such applicable rating category of S&P, without regard to
any plus or minus or other comparable rating qualification.

            "Special Servicer": Lennar, in its capacity as special servicer
hereunder, or any successor special servicer appointed as herein provided.

            "Special Servicer Employees": As defined in Section 3.07(c).

            "Special Servicing Fee": With respect to each Specially Serviced
Trust Mortgage Loan and REO Trust Mortgage Loan, the fee payable to the Special
Servicer pursuant to the first paragraph of Section 3.11(b), and any comparable
fee payable to the Special Servicer with respect to each Mayfair Mall Non-Trust
Companion Loan (if it is a Specially Serviced Mortgage Loan) or any successor
REO Non-Trust Companion Loan with respect thereto pursuant to the last paragraph
of Section 3.11(b).

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Trust Mortgage Loan, each Mayfair Mall Non-Trust Companion Loan (if it
is a Specially Serviced Mortgage Loan) and each REO Mortgage Loan, 0.25% per
annum.

            "Specially Designated Servicing Action": Any of the following
actions:

            (i) any modification, waiver or amendment of a monetary term of a
      Mortgage Loan (other than an extension of the original maturity for six
      months or less following the original maturity date and a waiver of
      Penalty Charges) or a material non-monetary term (excluding any waiver of
      a "due-on-sale" or "due-on-encumbrance" clause, which is addressed in
      clause (viii) below);

            (ii) 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;

            (iii) any proposed sale of an REO Property (other than in connection
      with the termination of the Trust Fund);

            (iv) any determination to bring a Mortgaged Property securing a
      Specially Serviced Mortgaged Loan or an REO Property into compliance with
      applicable environmental laws or to otherwise address Hazardous Materials
      located at such Mortgaged Property or REO Property;

            (v) 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);

            (vi) any acceptance of substitute or additional collateral for a
      Specially Serviced Mortgage Loan (other than in accordance with the terms
      of such Mortgage Loan);

            (vii) any acceptance of a discounted payoff with respect to a
      Specially Serviced Mortgage Loan;

            (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause
      with respect to any Mortgage Loan; and/or

            (ix) any acceptance of an assumption agreement releasing a borrower
      from liability under a Mortgage Loan.

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

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

            "Startup Day": With respect to each REMIC Pool, the day designated
as such in Section 2.04(a) (in the case of REMIC I), Section 2.06(a) (in the
case of REMIC II) or Section 2.08(a) (in the case of REMIC III), as applicable.

            "Stated Principal Balance": With respect to any Trust Mortgage Loan
(and any successor REO Trust Mortgage Loan), a principal balance which (a)
initially shall equal the unpaid principal balance thereof as of the related Due
Date in September 2003 or, in the case of any Replacement Trust Mortgage Loan,
as of the related date of substitution, in any event after application of all
payments of principal due thereon on or before such date, whether or not
received, and (b) shall be permanently reduced on each subsequent Distribution
Date (to not less than zero) by (i) that portion, if any, of the Total Principal
Distribution Amount for such Distribution Date attributable to such Trust
Mortgage Loan (or successor REO Trust Mortgage Loan), and (ii) the principal
portion of any Realized Loss incurred in respect of such Trust Mortgage Loan (or
successor REO Trust Mortgage Loan) during the related Collection Period;
provided that, if a Liquidation Event occurs in respect of any Trust Mortgage
Loan or REO Property, then the "Stated Principal Balance" of such Trust Mortgage
Loan or of the related REO Trust Mortgage Loan, as the case may be, shall be
zero commencing as of the Distribution Date in the Collection Period next
following the Collection Period in which such Liquidation Event occurred.

            "Subordinate Certificate": Any of the Class MM, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P and Class R Certificates.

            "Subordinate Principal Balance Certificate": Any of the Subordinate
Certificates that is also a Principal Balance Certificate.

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

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

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

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

            "Tax Matters Person": With respect to any REMIC Pool, the Person
designated as the "tax matters person" of such REMIC Pool in the manner provided
under Treasury regulations section 1.860F-4(d) and temporary Treasury
regulations section 301.6231(a)(7)-1T, which Person shall, pursuant to Section
10.01(b), be the Plurality Class R Certificateholder.

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

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

            "Termination Price": As defined in Section 9.01.

            "Total Principal Distribution Amount": An amount equal to:

            (a) with respect to any Distribution Date prior to the Final
      Distribution Date, the aggregate (without duplication) of the following--

                  (i) all payments of principal (including Principal
            Prepayments) received by or on behalf of the Trust with respect to
            the Trust Mortgage Loans during the related Collection Period, in
            each case net of any portion of the particular payment that
            represents a Late Collection of principal for which a P&I Advance
            was previously made for a prior Distribution Date or that represents
            the principal portion of a Monthly Payment due on or before the
            related Due Date in September 2003 or on a Due Date subsequent to
            the end of the related Collection Period,

                  (ii) all scheduled payments of principal due in respect of the
            Trust Mortgage Loans for their respective Due Dates occurring during
            the related Collection Period that were received by or on behalf of
            the Trust (other than as part of a Principal Prepayment) prior to
            the related Collection Period,

                  (iii) all Insurance and Condemnation Proceeds and Liquidation
            Proceeds received by or on behalf of the Trust with respect to any
            of the Trust Mortgage Loans during the related Collection Period
            that were identified and applied as recoveries of principal of such
            Trust Mortgage Loans in accordance with Section 1.03, in each case
            net of any portion of such proceeds that represents a Late
            Collection of principal due on or before the related Due Date in
            September 2003 or for which a P&I Advance was previously made for a
            prior Distribution Date,

                  (iv) all Insurance and Condemnation Proceeds, Liquidation
            Proceeds and REO Revenues received by or on behalf of the Trust in
            respect of any REO Properties during the related Collection Period
            that were identified and applied as recoveries of principal of the
            related REO Trust Mortgage Loans in accordance with Section 1.03, in
            each case net of any portion of such proceeds and/or revenues that
            represents a Late Collection of principal due on or before the
            related Due Date in September 2003 or for which a P&I Advance was
            previously made for a prior Distribution Date, and

                  (v) the respective principal portions of all P&I Advances made
            in respect of the Trust Mortgage Loans and any REO Trust Mortgage
            Loans with respect to such Distribution Date; and

            (b) with respect to the Final Distribution Date, the aggregate
      Stated Principal Balance of the entire Mortgage Pool outstanding
      immediately prior to the Final Distribution Date.

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

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

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

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

            "Trust": The trust created hereby.

            "Trust Assets": The assets comprising the Trust Fund.

            "Trust Fund": All of the assets of all the REMIC Pools and both of
the Grantor Trust Pools.

            "Trust Mortgage Loan": Each of the mortgage loans transferred and
assigned to the Trustee pursuant to Section 2.01, and from time to time held in
the Trust Fund, including any Replacement Trust Mortgage Loan. As used herein,
the term "Trust Mortgage Loan" includes the related Note, Mortgage and other
documents contained in the related Mortgage File and any related agreements.
Each mortgage loan identified on the Trust Mortgage Loan Schedule shall
constitute a single Trust Mortgage Loan, regardless of the number of promissory
notes that collectively evidence the same.

            "Trust Mortgage Loan Schedule": The list of Trust Mortgage Loans
transferred on the Closing Date to the Trustee as part of the Trust Fund,
attached hereto as Exhibits B-1 and B-2, collectively, which list sets forth the
following information with respect to each Trust Mortgage Loan:

            (i)     the loan number (as specified in Exhibit A-1 to the
                    Prospectus Supplement);

            (ii)    the property name;

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

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

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

            (vi)    the original principal balance;

            (vii)   the Cut-off Date Principal Balance;

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

            (ix)    the original and remaining amortization terms;

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

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

            (xii)   the Interest Accrual Basis;

            (xiii)  the Master Servicing Fee Rate;

            (xiv)   the Due Date;

            (xv)    whether such loan is an ARD Trust Mortgage Loan;

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

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

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

            (xix)   whether such Trust Mortgage Loan is secured by the related
                    Borrower's interest in Ground Leases;

            (xx)    whether such Trust Mortgage Loan is secured by a Letter of
                    Credit; and

            (xxi)   which Loan Group includes such Trust Mortgage Loan.

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

            "Trustee": Wells Fargo, in its capacity as trustee and its
successors in interest, or any successor trustee appointed as herein provided.

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

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

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

            "Trustee Fee Rate": 0.00175% per annum.

            "Trustee Report": As defined in Section 4.02(a).

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

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

            "Uncertificated Principal Balance": The principal balance
outstanding from time to time of any REMIC I Regular Interest (calculated in
accordance with Section 2.04(e) hereof) or any REMIC II Regular Interest
(calculated in accordance with Section 2.06(e) hereof).

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

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

            "Underwriters": Collectively, CSFB LLC, Greenwich Capital Markets,
Inc. and McDonald Investments Inc.

            "Underwriter Exemption": PTE 89-90, as amended by PTE 97-34, PTE
2000-58 and PTE 2002-41, and as may be subsequently amended following the
Closing Date.

            "Unfunded Principal Balance Reduction": Any reduction made in the
Class Principal Balance of any Class of Principal Balance Certificates pursuant
to Section 4.04(a), the Uncertificated Principal Balance of any REMIC II Regular
Interest pursuant to Section 4.04(b), or the Uncertificated Principal Balance of
any REMIC I Regular Interest pursuant to Section 4.04(c).

            "United States Securities Person": Any "U.S. person" as defined in
Rule 902(k) of Regulation S.

            "United States Tax Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, or an
estate whose income from sources without the United States is includible in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
Tax Persons have the authority to control all substantial decisions of the
trust, all within the meaning of Section 7701(a)(30) of the Code.

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

            "USPAP": The Uniform Standards of Professional Appraisal Practices.

            "Voting Rights": The portion of the voting rights of all of the
Certificates, which is allocated to any Certificate. At all times during the
term of this Agreement and for any date of determination, the Voting Rights
shall be allocated among the various Classes of Certificateholders as follows:
(i) 1% in the case of the Class A-X and Class A-SP Certificates, based on the
respective Class Notional Amount of each such Class relative to the aggregate
Class Notional Amount of both such Classes; and (ii) in the case of any Class of
Principal Balance Certificates, a percentage equal to the product of 99% and a
fraction, the numerator of which is equal to the then Class Principal Balance of
such Class, and the denominator of which is equal to the then aggregate
Certificate Principal Balance of the Principal Balance Certificates. The Class R
and Class V Certificates will not be entitled to any Voting Rights. Voting
Rights allocated to a Class of Certificateholders shall be allocated among such
Certificateholders in proportion to the Percentage Interests evidenced by their
respective Certificates.

            "Website": Either the internet website maintained by the Trustee
(initially located at "www.ctslink.com/cmbs"), the website maintained by the
Master Servicer or the website maintained by the CMSA, as applicable.

            "Wells Fargo": As defined in the Preliminary Statement to this
Agreement.

            "Withheld Amounts": As defined in Section 3.28(a).

            "Workout Fee": The fee designated as such, and paid or payable, as
the context may require, to the Special Servicer with respect to each Corrected
Trust Mortgage Loan (or, under similar circumstances, any comparable fee payable
to the Special Servicer with respect to any Mayfair Mall Non-Trust Companion
Loan (if it is a Corrected Mortgage Loan)), pursuant to Section 3.11(b).

            "Workout Fee Rate": 1.0%.

            "Yield Maintenance Certificates": The Class A-1, Class A-2, Class
A-3, Class A-4, Class A-1-A, Class B, Class C, Class D, Class E, Class F, Class
G and Class H Certificates.

            "Yield Maintenance Charge": With respect to any Mortgage Loan, any
premium, fee or other additional amount paid or payable, as the context
requires, by a Borrower in connection with a Principal Prepayment on, or other
early collection of principal of, a Mortgage Loan, calculated, in whole or in
part, pursuant to a yield maintenance formula or otherwise pursuant to a formula
that reflects the lost interest, including a Yield Maintenance Minimum Amount.

            "Yield Maintenance Minimum Amount": With respect to a Mortgage Loan
that provides for a Yield Maintenance Charge to be paid in connection with any
Principal Prepayment thereon or other early collection of principal thereof, any
specified amount or specified percentage of the amount prepaid which constitutes
the minimum amount that such Yield Maintenance Charge may be.

            SECTION 1.02      General Interpretive Principles.

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

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

                  (ii) accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with GAAP as in effect from time
      to time;

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

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

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

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

            SECTION 1.03      Certain Calculations in Respect of the
                              Mortgage Loans.

            (a) All amounts collected by or on behalf of the Trust in respect of
any Cross-Collateralized Group, including any payments from Borrowers, Insurance
and Condemnation Proceeds and Liquidation Proceeds, shall be applied among the
Trust Mortgage Loans constituting such Cross-Collateralized Group in accordance
with the express provisions of the related Mortgage Loan Documents and, in the
absence of such express provisions, in accordance with the Servicing Standard.
All amounts collected by or on behalf of the Trust in respect of any A/B
Mortgage Loan Combination, including any payments from Borrowers, Insurance and
Condemnation Proceeds and Liquidation Proceeds, shall be applied between the
related A-Note Trust Mortgage Loan and B-Note Non-Trust Companion Loan in
accordance with the express provisions of the related A/B Intercreditor
Agreement. All amounts collected by or on behalf of the Trust in respect of the
Mayfair Mall Mortgage Loan Combination, including any payments from Borrowers,
Insurance and Condemnation Proceeds and Liquidation Proceeds, shall be applied
among the respective Mortgage Loans comprising the Mayfair Mall Mortgage Loan
Combination in accordance with the express provisions of the Mayfair Mall
Intercreditor Agreement. All amounts collected by or on behalf of the Trust in
respect of or allocable to any particular Trust Mortgage Loan (whether or not
such Trust Mortgage Loan is an A-Note Trust Mortgage Loan, is the Mayfair Mall
Trust Mortgage Loan or constitutes part of a Cross-Collateralized Group),
including any payments from Borrowers, Insurance and Condemnation Proceeds or
Liquidation Proceeds, shall be applied to amounts due and owing under the
related Mortgage Loan Documents (including for principal and accrued and unpaid
interest) in accordance with the express provisions of the related Mortgage Loan
Documents and, in the absence of such express provisions or if and to the extent
that such terms authorize the lender to use its discretion, shall be applied as
follows: first, as a recovery of any related and unreimbursed Servicing Advances
and, if applicable, unpaid Liquidation Expenses; second, as a recovery of
accrued and unpaid interest on such Trust Mortgage Loan to, but not including,
the date of receipt by or on behalf of the Trust (or, in the case of a full
Monthly Payment from any Borrower, through the related Due Date), exclusive,
however, of any portion of such accrued and unpaid interest that constitutes
Default Interest or, in the case of an ARD Trust Mortgage Loan after its
Anticipated Repayment Date, that constitutes Excess Interest; third, as a
recovery of principal of such Trust Mortgage Loan then due and owing, including
by reason of acceleration of the Trust Mortgage Loan following a default
thereunder (or, if a Liquidation Event has occurred in respect of such Trust
Mortgage Loan, as a recovery of principal to the extent of its entire remaining
unpaid principal balance); fourth, unless a Liquidation Event has occurred in
respect of such Trust Mortgage Loan, as a recovery of amounts to be currently
applied to the payment of, or escrowed for the future payment of, real estate
taxes, assessments, insurance premiums, ground rents (if applicable) and similar
items; fifth, as a recovery of any Penalty Charges then due and owing under such
Trust Mortgage Loan; sixth, as a recovery of any Yield Maintenance Charge then
due and owing under such Trust Mortgage Loan; seventh, as a recovery of any
assumption fees and modification fees then due and owing under such Trust
Mortgage Loan; eighth, as a recovery of any other amounts then due and owing
under such Trust Mortgage Loan other than remaining unpaid principal and, in the
case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, other
than Excess Interest; ninth, as a recovery of any remaining principal of such
Trust Mortgage Loan to the extent of its entire remaining unpaid principal
balance; and, tenth, in the case of an ARD Trust Mortgage Loan after its
Anticipated Repayment Date, as a recovery of accrued and unpaid Excess Interest
on such ARD Trust Mortgage Loan to but not including the date of receipt by or
on behalf of the Trust. Amounts allocable to any Mayfair Mall Non-Trust
Companion Loan shall be applied in the same manner as is provided in the prior
sentence with respect to the Mayfair Mall Trust Mortgage Loan.

            (b) Collections by or on behalf of the Trust in respect of each REO
Property (exclusive of amounts to be applied to the payment of the costs of
operating, managing, maintaining and disposing of such REO Property and, if such
REO Property relates to a Mortgage Loan Combination, exclusive of amounts
payable to the related Non-Trust Companion Loan Holder(s) in accordance with the
related A/B Intercreditor Agreement or the Mayfair Mall Intercreditor Agreement,
as applicable) shall be treated: first, as a recovery of any related and
unreimbursed Servicing Advances and, if applicable, unpaid Liquidation Expenses;
second, as a recovery of accrued and unpaid interest on the related REO Trust
Mortgage Loan to, but not including, the Due Date in the Collection Period of
receipt by or on behalf of the Trust, exclusive, however, of any portion of such
accrued and unpaid interest that constitutes Default Interest or, in the case of
an REO Trust Mortgage Loan that relates to an ARD Trust Mortgage Loan after its
Anticipated Repayment Date, that constitutes Excess Interest; third, as a
recovery of principal of the related REO Trust Mortgage Loan to the extent of
its entire unpaid principal balance; fourth, as a recovery of any Penalty
Charges deemed to be due and owing in respect of the related REO Trust Mortgage
Loan; fifth, as a recovery of any Yield Maintenance Charge deemed to be due and
owing in respect of the related REO Trust Mortgage Loan; sixth, as a recovery of
any other amounts deemed to be due and owing in respect of the related REO Trust
Mortgage Loan (other than, in the case of an REO Trust Mortgage Loan that
relates to an ARD Trust Mortgage Loan after its Anticipated Repayment Date,
accrued and unpaid Excess Interest); and seventh, in the case of an REO Trust
Mortgage Loan that relates to an ARD Trust Mortgage Loan after its Anticipated
Repayment Date, as a recovery of any accrued and unpaid Excess Interest on such
REO Trust Mortgage Loan to but not including the date of receipt by or on behalf
of the Trust. Collections allocable to a successor REO Non-Trust Companion Loan
in respect of any Mayfair Mall Non-Trust Companion Mortgage Loan shall be
applied in the same manner as is provided in the prior sentence with respect to
a successor REO Trust Mortgage Loan in respect of the Mayfair Mall Trust
Mortgage Loan.

            (c) For the purposes of this Agreement, Excess Interest on an ARD
Trust Mortgage Loan or a successor REO Trust Mortgage Loan with respect thereto
shall be deemed not to constitute principal or any portion thereof and shall not
be added to the unpaid principal balance or Stated Principal Balance of such ARD
Trust Mortgage Loan or successor REO Trust Mortgage Loan, notwithstanding that
the terms of the related loan documents so permit. To the extent any Excess
Interest is not paid on a current basis, it shall be deemed to be deferred
interest.

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

            (e) All calculations of interest earned on Advances provided for
herein shall be made on the basis of a 360-day year consisting of twelve 30-day
months.

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

            (g) Notwithstanding the terms of any Trust Mortgage Loan, the Master
Servicer shall not be entitled to the payment of any Penalty Charge in excess of
outstanding interest on Advances made with respect to such Trust Mortgage Loan,
except to the extent that (i) all reserves required to be established with the
Master Servicer and then required to be funded pursuant to the terms of such
Trust Mortgage Loan have been so funded, (ii) all payments of principal and
interest then due on such Trust Mortgage Loan have been paid and (iii) all
related operating expenses, if applicable, have been paid to the related
Lock-Box Account or reserved for pursuant to the related Lock-Box Agreement.

            SECTION 1.04      Crossed Trust Mortgage Loans.

            Notwithstanding anything herein to the contrary, it is hereby
acknowledged that the groups of Trust Mortgage Loans identified on the Trust
Mortgage Loan Schedule as being cross-collateralized with each other are, in the
case of each such particular group of Trust Mortgage Loans, by their terms,
cross-defaulted and cross-collateralized with each other. For purposes of
reference only in this Agreement, and without in any way limiting the servicing
rights and powers of the Master Servicer and/or the Special Servicer, with
respect to any Crossed Trust Mortgage Loan (or successor REO Trust Mortgage
Loan), the Mortgaged Property (or REO Property) that relates or corresponds
thereto shall be the property identified in the Trust Mortgage Loan Schedule as
corresponding thereto. The provisions of this Agreement, including each of the
defined terms set forth in Section 1.01, shall be interpreted in a manner
consistent with this Section 1.04; provided that, if there exists with respect
to any Cross-Collateralized Group only one original of any document referred to
in the definition of "Mortgage File" covering all the Trust Mortgage Loans in
such Cross-Collateralized Group, then the inclusion of the original of such
document in the Mortgage File for any of the Trust Mortgage Loans constituting
such Cross-Collateralized Group shall be deemed an inclusion of such original in
the Mortgage File for each such Trust Mortgage Loan.

                                   ARTICLE II

         CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


            SECTION 2.01      Conveyance of Original Trust Mortgage Loans.

            (a) It is the intention of the parties hereto that a common law
trust be established under the laws of the State of New York pursuant to this
Agreement and, further, that such trust be designated as "Credit Suisse First
Boston Mortgage Securities Trust 2003-C4". Wells Fargo is hereby appointed, and
does hereby agree to act, as Trustee hereunder and, in such capacity, to hold
the Trust Fund in trust for the exclusive use and benefit of all present and
future Certificateholders. It is not intended that this Agreement create a
partnership or a joint-stock association.

            The Depositor, concurrently with the execution and delivery hereof,
does hereby assign, sell, transfer, set over and otherwise convey to the
Trustee, without recourse, for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in, to and under (i) the Original
Trust Mortgage Loans, (ii) the Mortgage Loan Purchase Agreements and (iii) all
other assets included or to be included in the Trust Fund. Such assignment
includes all interest and principal received or receivable on or with respect to
the Original Trust Mortgage Loans (other than payments of principal and interest
due and payable on the Original Trust Mortgage Loans on or before the Cut-off
Date and Principal Prepayments paid on or before the Cut-off Date). The transfer
of the Original Trust Mortgage Loans and the related rights and property
accomplished hereby is absolute and, notwithstanding Section 11.07, is intended
by the parties to constitute a sale.

            Under GAAP, the Depositor shall report and cause all of its records
to reflect: (i) its acquisition of the Original Column Trust Mortgage Loans from
Column, pursuant to the Column Mortgage Loan Purchase Agreement, as a purchase
of such Trust Mortgage Loans from Column; (ii) its acquisition of the Original
KeyBank Trust Mortgage Loans from KeyBank, pursuant to the KeyBank Mortgage Loan
Purchase Agreement, as a purchase of such Trust Mortgage Loans from KeyBank; and
(iii) its transfer of the Original Trust Mortgage Loans to the Trust, pursuant
to this Section 2.01(a), as a sale of such Trust Mortgage Loans to the Trust;
provided that, in the case of the transactions described in clauses (i) and
(iii) of this sentence, the Depositor shall do so only upon the sale of
Certificates representing at least 10% of the aggregate fair value of all the
Certificates to parties that are not Affiliates of the Depositor. Regardless of
its treatment of the transfer of the Original Trust Mortgage Loans to the Trust
under GAAP, the Depositor shall at all times following the Closing Date cause
all of its records and financial statements and any relevant consolidated
financial statements of any direct or indirect parent clearly to reflect that
the Original Trust Mortgage Loans have been transferred to the Trust and are no
longer available to satisfy claims of the Depositor's creditors.

            (b) In connection with the Depositor's assignment pursuant to
Section 2.01(a), the Depositor shall direct, and hereby represents and warrants
that it has directed, each Mortgage Loan Seller pursuant to the related Mortgage
Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered
to and deposited with, the Trustee, on or before the Closing Date, the Mortgage
File for each Original Trust Mortgage Loan so assigned.

            Notwithstanding the foregoing, if a Mortgage Loan Seller cannot
deliver, or cause to be delivered as to any Trust Mortgage Loan, the original
Note, such Mortgage Loan Seller shall deliver a copy or duplicate original of
such Note, together with an affidavit substantially in the form attached as
Exhibit J hereto, certifying that the original thereof has been lost or
destroyed.

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

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

            Notwithstanding the foregoing, if any Mortgage Loan Seller fails to
deliver a UCC Financing Statement assignment on or before the Closing Date as
required above solely because the related UCC Financing Statement has not been
returned to such Mortgage Loan Seller by the applicable filing office and such
Mortgage Loan Seller has so notified the Trustee, such Mortgage Loan Seller
shall not be in breach of its obligations with respect to such delivery;
provided that the Mortgage Loan Seller promptly forwards such UCC Financing
Statement to the Trustee upon its return, together with the related original UCC
Financing Statement assignment in a form appropriate for filing.

            Neither the Trustee nor the Master Servicer shall be liable for any
failure by any Mortgage Loan Seller or the Depositor to comply with the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b).

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

            Notwithstanding the foregoing, any Mortgage Loan Seller may elect,
at its sole cost and expense, to engage a third party contractor to prepare or
complete in proper form for filing and recording any and all of the assignments
described in the immediately preceding paragraph, with respect to the Trust
Mortgage Loans conveyed by it to the Depositor (or, in the case of a Replacement
Trust Mortgage Loan, to the Trustee) under the applicable Mortgage Loan Purchase
Agreement, to submit such assignments for filing and recording, as the case may
be, in the applicable public filing and recording offices and to deliver such
assignments to the Trustee or its designee as such assignments (or certified
copies thereof) are received from the applicable filing and recording offices
with evidence of such filing or recording indicated thereon.

            (d) In connection with the Depositor's assignment pursuant to
Section 2.01(a), the Depositor shall direct, and hereby represents and warrants
that it has directed, each Mortgage Loan Seller pursuant to the related Mortgage
Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered
to and deposited with, the Master Servicer, within 10 Business Days after the
Closing Date, all documents and records in the Depositor's or the applicable
Mortgage Loan Seller's possession relating to the Trust Mortgage Loans
(including reserve and escrow agreements, rent rolls, leases, environmental and
engineering reports, third-party underwriting reports, appraisals, surveys,
legal opinions, financial statements, operating statements and any other
information provided by the respective Borrower from time to time and any other
documents in the related Servicing File, but excluding any attorney/client
privileged communications and documents prepared by the applicable Mortgage Loan
Seller or any of its Affiliates solely for internal communication, except for
the underwriting information contained in the underwriting memorandum or asset
summary report prepared by the applicable Mortgage Loan Seller in connection
with the preparation of Exhibit A-1 to the Prospectus Supplement) that are not
required to be a part of a Mortgage File in accordance with the definition
thereof, and all such items shall be held by the Master Servicer on behalf of
the Trustee in trust for the benefit of the Certificateholders (and, insofar as
such items relate to a Non-Trust Companion Loan, the related Non-Trust Companion
Loan Holder).

            In addition, with respect to each Trust Mortgage Loan under which
any Additional Collateral is in the form of a Letter of Credit as of the Closing
Date, the Depositor hereby represents and warrants that it has contractually
obligated the related Mortgage Loan Seller to cause to be prepared, executed and
delivered to the issuer of each such Letter of Credit such notices, assignments
and acknowledgments as are required under such Letter of Credit to assign,
without recourse, to (and vest in) the Trustee such party's rights as the
beneficiary thereof and drawing party thereunder.

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

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

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

            SECTION 2.02      Acceptance by Trustee.

            (a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it, subject to the provisions of Sections 2.01 and
2.02(d), to any exceptions noted on the Trustee Exception Report, and to the
further review provided for in Section 2.02(b), of the Notes, fully executed
original counterparts of the Mortgage Loan Purchase Agreements and of all other
assets included in the Trust Fund, in good faith and without notice of any
adverse claim, and declares that it holds and will hold such documents and any
other documents delivered or caused to be delivered by the Mortgage Loan Sellers
constituting the Mortgage Files, and that it holds and will hold such other
assets included in the Trust Fund, in trust for the exclusive use and benefit of
all present and future Certificateholders; provided that to the extent that a
Mortgage File relates to the Mayfair Mall Trust Mortgage Loan or an A-Note Trust
Mortgage Loan, the Trustee shall also hold such Mortgage File in the trust on
behalf of the related Non-Trust Companion Loan Holders; provided further that
the Trustee or any Custodian appointed by the Trustee pursuant to Section 8.12
shall hold any Letter of Credit in a custodial capacity only and shall have no
obligation to maintain, extend the term of, enforce or otherwise pursue any
rights under such Letter of Credit which obligation the Master Servicer hereby
undertakes.

            (b) Within 60 days of the Closing Date, the Trustee shall review
and, subject to Sections 2.01 and 2.02(d), certify in writing (substantially in
the form attached hereto as Exhibit O) to each of the Depositor, the Master
Servicer, the Special Servicer, the respective Mayfair Mall Non-Trust Companion
Loan Holders and the respective Mortgage Loan Sellers that, as to each Trust
Mortgage Loan listed in the Trust Mortgage Loan Schedule (other than any Trust
Mortgage Loan paid in full and any Trust Mortgage Loan specifically identified
in any exception report annexed thereto as not being covered by such
certification), (i) all documents specified in clauses (i) through (v), (ix),
(xi), (xii), (xvi) and (xviii) of the definition of "Mortgage File" are in its
possession, and (ii) all documents delivered or caused to be delivered by such
Mortgage Loan Seller constituting the Mortgage Files have been received, appear
to have been executed, appear to be what they purport to be, purport to be
recorded or filed (if recordation or filing is specified for such document in
the definition of "Mortgage File") and have not been torn, mutilated or
otherwise defaced, and that such documents appear to relate to the Trust
Mortgage Loans identified on the Trust Mortgage Loan Schedule.

            (c) The Trustee shall review each of the Mortgage Loan Documents
received after the Closing Date; and, on or about 90 days following the Closing
Date, 180 days following the Closing Date, the first anniversary of the Closing
Date, 180 days following the first anniversary of the Closing Date, 270 days
following the first anniversary of the Closing Date and on the second
anniversary of the Closing Date, the Trustee shall, subject to Sections 2.01 and
2.02(d), certify in writing to each of the Depositor, the Master Servicer, the
Special Servicer, the respective Mayfair Mall Non-Trust Companion Loan Holders
and the respective Mortgage Loan Sellers that, as to each Trust Mortgage Loan
listed on the Trust Mortgage Loan Schedule (excluding any Trust Mortgage Loan as
to which a Liquidation Event has occurred or any Trust Mortgage Loan
specifically identified in any exception report annexed thereto as not being
covered by such certification), (i) all documents specified in clauses (i)
through (v), (ix), (xi), (xii), (xvi) and (xviii) of the definition of "Mortgage
File" are in its possession, (ii) it has received either a recorded original of
each of the assignments specified in clause (iii) and clause (v) of the
definition of "Mortgage File", or, insofar as an unrecorded original thereof had
been delivered or caused to be delivered by the applicable Mortgage Loan Seller,
a copy of such recorded original certified by the applicable public recording
office to be true and complete, and (iii) all such Mortgage Loan Documents have
been received, have been executed, appear to be what they purport to be, purport
to be recorded or filed (if recordation or filing is specified for such document
in the definition of "Mortgage File") and have not been torn, mutilated or
otherwise defaced, and that such documents relate to the Trust Mortgage Loans
identified on the Trust Mortgage Loan Schedule. Further, with respect to the
documents described in clause (xi) of the definition of the Mortgage File, the
Trustee may assume, for purposes of the certification delivered pursuant to this
Section 2.02(c), that the related Mortgage File should include one state level
UCC Financing Statement filing in the state of incorporation of the related
Borrower for each Mortgaged Property, or, with respect to any Mortgage Loan that
has two or more Borrowers, one state level UCC Financing Statement filing in the
state of incorporation of each such Borrower. The Trustee shall, upon request,
provide the Master Servicer with recording and filing information as to recorded
Mortgages, Assignments of Lease and UCC Financing Statements to the extent that
the Trustee receives them from the related recording offices.

            (d) It is herein acknowledged that the Trustee is not under any duty
or obligation (i) to determine whether any of the documents specified in clauses
(vi), (vii), (viii), (x), (xiii), (xiv), (xv), (xvii) and (xix) of the
definition of "Mortgage File" exist or are required to be delivered by the
Depositor, a Mortgage Loan Seller or any other Person other than to the extent
identified on the related Trust Mortgage Loan Schedule, (ii) to inspect, review
or examine any of the documents, instruments, certificates or other papers
relating to the Trust Mortgage Loans delivered to it to determine that the same
are valid, legal, effective, in recordable form, genuine, enforceable,
sufficient or appropriate for the represented purpose or that they are other
than what they purport to be on their face or (iii) to determine whether any
omnibus assignment specified in clause (vii) of the definition of "Mortgage
File" is effective under applicable law. To the extent the Trustee has actual
knowledge or is notified of any fixture or real property UCC Financing
Statements, the Trustee shall file an assignment to the Trust with respect to
such UCC Financing Statements in the appropriate jurisdiction under the UCC at
the expense of the related Mortgage Loan Seller.

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

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

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

            (a)   The Depositor hereby represents, warrants and covenants that:

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

                  (ii) Assuming the due authorization, execution and delivery of
      this Agreement by each other party hereto, this Agreement and all of the
      obligations of the Depositor hereunder are the legal, valid and binding
      obligations of the Depositor, enforceable against the Depositor in
      accordance with the terms of this Agreement, except as such enforcement
      may be limited by bankruptcy, insolvency, reorganization or other similar
      laws affecting the enforcement of creditors' rights generally, and by
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law);

                  (iii) The execution and delivery of this Agreement and the
      performance of its obligations hereunder by the Depositor will not
      conflict with any provisions of any law or regulations to which the
      Depositor is subject, or conflict with, result in a breach of or
      constitute a default under any of the terms, conditions or provisions of
      the certificate of incorporation or the by-laws of the Depositor or any
      indenture, agreement or instrument to which the Depositor is a party or by
      which it is bound, or any order or decree applicable to the Depositor, or
      result in the creation or imposition of any lien on any of the Depositor's
      assets or property, which would materially and adversely affect the
      ability of the Depositor to carry out the transactions contemplated by
      this Agreement; the Depositor has obtained any consent, approval,
      authorization or order of any court or governmental agency or body
      required for the execution, delivery and performance by the Depositor of
      this Agreement;

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

                  (v) The Depositor's transfer of the Original Trust Mortgage
      Loans to the Trustee as contemplated herein is not subject to any bulk
      transfer or similar law in effect in any applicable jurisdiction;

                  (vi) The Depositor is not transferring the Original Trust
      Mortgage Loans to the Trustee with any intent to hinder, delay or defraud
      its present or future creditors;

                  (vii) The Depositor has been solvent at all relevant times
      prior to, and will not be rendered insolvent by, its transfer of the
      Original Trust Mortgage Loans to the Trustee, pursuant to Section 2.01(a);

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

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

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

                  (xi) Immediately prior to the transfer of the Original Trust
      Mortgage Loans to the Trustee for the benefit of the Certificateholders
      pursuant to this Agreement, the Depositor had such right, title and
      interest in and to each Original Trust Mortgage Loan as was transferred to
      it by the related Mortgage Loan Seller pursuant to the related Mortgage
      Loan Purchase Agreement;

                  (xii) The Depositor has not transferred any of its right,
      title and interest in and to the Original Trust Mortgage Loans to any
      Person other than the Trustee;

                  (xiii) The Depositor is transferring all of its right, title
      and interest in and to the Original Trust Mortgage Loans to the Trustee
      for the benefit of the Certificateholders free and clear of any and all
      liens, pledges, charges, security interests and other encumbrances created
      by or through the Depositor;

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

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

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

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

            Any Defect or Breach which causes any Trust Mortgage Loan not to be
a "qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed to materially and adversely affect the interest of the
Certificateholders therein and the Initial Resolution Period for the affected
Trust Mortgage Loan shall be 90 days following the earlier of (i) the discovery
of such Defect or Breach by any party to this Agreement (so long as the related
Mortgage Loan Seller received prompt notice thereof pursuant to Section 7 of the
related Mortgage Loan Purchase Agreement) and (ii) the related Mortgage Loan
Seller's discovery of such Defect or Breach (which period shall not be subject
to extension).

            If any affected Trust Mortgage Loan is to be repurchased by reason
of a Material Breach or a Material Defect with respect thereto, the Master
Servicer shall designate the Collection Account as the account into which funds
in the amount of the Purchase Price are to be deposited by wire transfer. In
addition, if the Mayfair Mall Trust Mortgage Loan is to be repurchased by reason
of a Material Breach or a Material Defect with respect thereto, the Master
Servicer shall require the party effecting the purchase to reimburse the Master
Servicer, the Special Servicer, the Trustee and the Depositor for any amounts
due and owing to them with respect to the Mayfair Mall Non-Trust Companion Loans
hereunder (to the extent that such amounts are not otherwise included as part of
the Purchase Price and would otherwise have been payable out of future
collections on the Mayfair Mall Non-Trust Companion Loans).

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

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

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

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

            Whenever one or more Replacement Trust Mortgage Loans are
substituted for a Defective Trust Mortgage Loan by a Mortgage Loan Seller, the
Master Servicer shall direct the party effecting the substitution to deliver the
related Mortgage File to the Trustee, to certify that such Replacement Trust
Mortgage Loan satisfies or such Replacement Trust Mortgage Loans satisfy, as the
case may be, all of the requirements of the definition of "Qualified Substitute
Trust Mortgage Loan" and to send such certification to the Trustee. No mortgage
loan may be substituted for a Defective Trust Mortgage Loan, as contemplated by
this Section 2.03, if the Trust Mortgage Loan to be replaced is the Mayfair Mall
Trust Mortgage Loan or was itself a Replacement Trust Mortgage Loan, in which
case, absent a cure of the relevant Material Breach or Material Defect, the
affected Trust Mortgage Loan will be required to be repurchased as contemplated
hereby. Monthly Payments due with respect to each Replacement Trust Mortgage
Loan after the related date of substitution, and Monthly Payments due with
respect to each Trust Mortgage Loan that is being replaced thereby after the
related Due Date in September 2003 and on or prior to the related date of
substitution, shall be part of the Trust Fund. Monthly Payments due with respect
to each Replacement Trust Mortgage Loan on or prior to the related date of
substitution, and Monthly Payments due with respect to each Trust Mortgage Loan
that is being replaced thereby after the related date of substitution, shall not
be part of the Trust Fund and are to be remitted by the Master Servicer to the
party effecting the related substitution promptly following receipt.

            In the case of a Column Trust Mortgage Loan, all references in the
foregoing paragraphs of this Section 2.03(b) to "Mortgage Loan Seller" shall be
deemed to also be references to the Column Performance Guarantor (but only if
and to the extent that the Column Performance Guarantor would, pursuant to the
Column Performance Guarantee, be liable for those obligations of Column as a
Mortgage Loan Seller under the Column Mortgage Loan Purchase Agreement that are
contemplated above in this Section 2.03(b)).

            Section 7 of each of the Mortgage Loan Purchase Agreements and the
Column Performance Guarantee provide the sole remedy available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Defect or Breach.

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

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

            SECTION 2.04      Creation of REMIC I; Issuance of the REMIC I
                              Regular Interests and the REMIC I Residual
                              Interest; Certain Matters Involving REMIC I.

            (a) It is the intention of the parties hereto that the following
segregated pool of assets constitute a REMIC for federal income tax purposes
and, further, that such segregated pool of assets be designated as "REMIC I":
(i) the Trust Mortgage Loans that are from time to time subject to this
Agreement, together with (A) all payments under and proceeds of such Trust
Mortgage Loans received after the Closing Date or, in the case of any such Trust
Mortgage Loan that is a Replacement Trust Mortgage Loan, after the related date
of substitution (other than scheduled payments of interest and principal due on
or before the respective Due Dates for such Trust Mortgage Loans in September
2003 or, in the case of any such Trust Mortgage Loan that is a Replacement Trust
Mortgage Loan, on or before the related date of substitution, and exclusive of
any such amounts that constitute Excess Servicing Strip and/or Excess Interest),
and (B) all rights of the holder of such Trust Mortgage Loans under the related
Mortgage Loan Documents and in and to any related Additional Collateral; (ii)
any REO Property acquired in respect of any Trust Mortgage Loan (exclusive of
any interest therein that a Non-Trust Companion Loan Holder may have); (iii)
such funds and assets as from time to time are deposited in the Collection
Account, the Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Account, each Mortgage Loan Combination Custodial Account
(insofar as it relates to the subject Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto) and, if established, the REO Account
(exclusive of any such amounts that constitute Excess Servicing Strip and/or
Excess Interest, and further exclusive of any such amounts that are allocable to
a Non-Trust Companion Loan or any successor REO Non-Trust Companion Loan with
respect thereto); (iv) the rights of the Depositor under the respective Mortgage
Loan Purchase Agreements; and (v) the rights of the Trustee under the Column
Performance Guarantee. The Closing Date is hereby designated as the "Startup
Day" of REMIC I within the meaning of Section 860G(a)(9) of the Code.

            (b) Concurrently with the assignment to the Trustee of the Original
Trust Mortgage Loans and certain related assets, pursuant to Section 2.01(b),
and in exchange therefor, the REMIC I Regular Interests and the REMIC I Residual
Interest shall be issued. Two REMIC I Regular Interests shall be issued with
respect to the Mayfair Mall Trust Mortgage Loan, and one REMIC I Regular
Interest shall be issued with respect to each other Original Trust Mortgage
Loan. For purposes of this Agreement, each REMIC I Regular Interest shall relate
to the Original Trust Mortgage Loan in respect of which it was issued, to each
Replacement Trust Mortgage Loan (if any) substituted for such Original Trust
Mortgage Loan, and to each REO Trust Mortgage Loan deemed outstanding with
respect to any REO Property acquired in respect of such Original Trust Mortgage
Loan or any such Replacement Trust Mortgage Loan. Neither the REMIC I Residual
Interest nor any of the REMIC I Regular Interests shall be certificated. The
REMIC I Regular Interests and the REMIC I Residual Interest shall collectively
constitute the entire beneficial ownership of REMIC I.

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

            (d) The designations for the REMIC I Regular Interests that relate
to the Mayfair Mall Trust Mortgage Loan shall be "MM-1" and "MM-2",
respectively. The designation for each other REMIC I Regular Interest shall be
the loan number for the related Trust Mortgage Loan set forth in the Trust
Mortgage Loan Schedule.

            (e) Each REMIC I Regular Interest shall have an Uncertificated
Principal Balance. As of the Closing Date, the Uncertificated Principal Balance
of REMIC I Regular Interest MM-1 shall be the Cut-off Date Principal Balance of
the Mayfair Mall Trust Mortgage Loan (as specified in the Trust Mortgage Loan
Schedule) (net of $2,491,998, the Uncertificated Principal Balance of REMIC I
Regular Interest MM-2 shall be $2,491,998 and the Uncertificated Principal
Balance of each other REMIC I Regular Interest shall equal the Cut-off Date
Principal Balance of the related Original Trust Mortgage Loan (as specified in
the Trust Mortgage Loan Schedule). On each Distribution Date, the Uncertificated
Principal Balance of each REMIC I Regular Interest shall be permanently reduced
by any distributions of principal deemed made with respect to such REMIC I
Regular Interest on such Distribution Date pursuant to Section 4.01(l) and,
further, by any Unfunded Principal Balance Reduction made with respect to such
REMIC I Regular Interest on such Distribution Date pursuant to Section 4.04(c).
Except as provided in the preceding sentence, the Uncertificated Principal
Balance of each REMIC I Regular Interest shall not otherwise be increased or
reduced. Deemed distributions to REMIC II in reimbursement of Unfunded Principal
Balance Reductions with respect to a REMIC I Regular Interest shall not
constitute deemed distributions of principal and shall not result in any
reduction of the Uncertificated Principal Balance of such REMIC I Regular
Interest.

            (f) Each REMIC I Regular Interest shall have a REMIC I Remittance
Rate. With respect to REMIC I Regular Interest MM-2, the REMIC I Remittance Rate
for any Interest Accrual Period shall equal the product of (i) 3.076250% per
annum, multiplied by (ii) a fraction (expressed as a percentage), the numerator
of which is the number of days in such Interest Accrual Period, and the
denominator of which is 30. With respect to any other particular REMIC I Regular
Interest, the REMIC I Remittance Rate for any Interest Accrual Period shall be
calculated as follows:

                  (i) if, as of the Closing Date, the related Original Trust
      Mortgage Loan bears or bore, as the case may be, interest calculated on a
      30/360 Basis, then the REMIC I Remittance Rate with respect to the subject
      REMIC I Regular Interest for any Interest Accrual Period shall equal the
      Net Mortgage Rate in effect for the related Original Trust Mortgage Loan
      as of the Closing Date; and

                  (ii) if, as of the Closing Date, the related Original Trust
      Mortgage Loan bears or bore, as the case may be, interest calculated on an
      Actual/360 Basis, then the REMIC I Remittance Rate with respect to the
      subject REMIC I Regular Interest for any Interest Accrual Period shall
      (subject to adjustment as provided below in this clause (ii)) equal the
      product of (A) a fraction (expressed as a percentage), the numerator of
      which is the number of days in such Interest Accrual Period, and the
      denominator of which is 30, multiplied by (B) the Net Mortgage Rate in
      effect for the related Original Trust Mortgage Loan as of the Closing Date
      (or, if the subject REMIC I Regular Interest is REMIC I Regular Interest
      MM-1, 3.076250% per annum); provided that, in the case of a REMIC I
      Regular Interest that corresponds to an Interest Reserve Loan, if the
      subject Interest Accrual Period occurs during the month of January of 2004
      or any year thereafter or during the month of December of 2004 or any year
      thereafter that does not immediately precede a leap year, the REMIC I
      Remittance Rate with respect to such REMIC I Regular Interest for such
      Interest Accrual Period shall equal (M) the REMIC I Remittance Rate with
      respect to such REMIC I Regular Interest for such Interest Accrual Period,
      calculated without regard to this proviso, minus (N) a fraction (expressed
      as a percentage), the numerator of which is equal to 12 times the related
      Withheld Amount that is to be transferred from the Distribution Account to
      the Interest Reserve Account on the related Distribution Date in
      accordance with Section 3.28, and the denominator of which is equal to the
      Uncertificated Principal Balance of such REMIC I Regular Interest
      outstanding immediately prior to the related Distribution Date; and
      provided, further, that, in the case of a REMIC I Regular Interest that
      corresponds to an Interest Reserve Loan, if the subject Interest Accrual
      Period occurs during the month of February of 2004 or any year thereafter,
      the REMIC I Remittance Rate with respect to such REMIC I Regular Interest
      for such Interest Accrual Period shall equal (S) the REMIC I Remittance
      Rate with respect to such REMIC I Regular Interest for such Interest
      Accrual Period, calculated without regard to this proviso, plus (T) a
      fraction (expressed as a percentage), the numerator of which is equal to
      12 times any related Withheld Amount(s) to be transferred from the
      Interest Reserve Account to the Distribution Account pursuant to Section
      3.05(c) for distribution on the related Distribution Date, and the
      denominator of which is equal to the Uncertificated Principal Balance of
      such REMIC I Regular Interest outstanding immediately prior to the related
      Distribution Date.

            (g) Each REMIC I Regular Interest shall bear interest, and such
interest shall commence accruing on September 1, 2003. In the case of each REMIC
I Regular Interest, such interest shall be calculated on a 30/360 Basis and,
during each Interest Accrual Period, shall accrue at the REMIC I Remittance Rate
with respect to such REMIC I Regular Interest for such Interest Accrual Period
on the Uncertificated Principal Balance of such REMIC I Regular Interest
outstanding immediately prior to the related Distribution Date. The total amount
of such interest accrued with respect to each REMIC I Regular Interest during
each Interest Accrual Period (herein referred to as the "Interest Accrual
Amount" with respect to such REMIC I Regular Interest for such Interest Accrual
Period) shall equal 1/12 of the product of (i) the REMIC I Remittance Rate with
respect to such REMIC I Regular Interest for such Interest Accrual Period,
multiplied by (ii) the Uncertificated Principal Balance of such REMIC I Regular
Interest outstanding immediately prior to the related Distribution Date. The
portion of the Interest Accrual Amount with respect to any REMIC I Regular
Interest for any Interest Accrual Period that shall be distributable to REMIC
II, as the holder of such REMIC I Regular Interest, on the related Distribution
Date pursuant to Section 4.01(l), shall be an amount (herein referred to as the
"Current Interest Distribution Amount" with respect to such REMIC I Regular
Interest for the related Distribution Date) equal to (i) the Interest Accrual
Amount with respect to such REMIC I Regular Interest for the related Interest
Accrual Period, reduced (to not less than zero) by (ii) the portion of any
Uncovered Prepayment Interest Shortfall Amount for such Distribution Date that
is allocable to such REMIC I Regular Interest. For purposes of the foregoing,
the Uncovered Prepayment Interest Shortfall Amount, if any, for each
Distribution Date shall be allocated: (i) to REMIC I Regular Interest MM-1, in
an amount equal to the lesser of (A) the Interest Accrual Amount with respect to
REMIC I Regular Interest MM-1 for the related Interest Accrual Period and (B)
the product of (1) that portion, if any, of such Uncovered Prepayment Interest
Shortfall Amount that is attributable to the Mayfair Mall Trust Mortgage Loan,
multiplied by (2) a fraction, the numerator of which is equal to the Interest
Accrual Amount with respect to REMIC I Regular Interest MM-1 for the related
Interest Accrual Period, and the denominator of which is equal to the aggregate
Interest Accrual Amount with respect to REMIC I Regular Interest MM-1 and REMIC
I Regular Interest MM-2 for the related Interest Accrual Period; (ii) to REMIC I
Regular Interest MM-2, in an amount equal to the lesser of (A) the Interest
Accrual Amount with respect to REMIC I Regular Interest MM-2 for the related
Interest Accrual Period and (B) the product of (1) that portion, if any, of such
Uncovered Prepayment Interest Shortfall Amount that is attributable to the
Mayfair Mall Trust Mortgage Loan, multiplied by (2) a fraction, the numerator of
which is equal to the Interest Accrual Amount with respect to REMIC I Regular
Interest MM-2 for the related Interest Accrual Period, and the denominator of
which is equal to the aggregate Interest Accrual Amount with respect to REMIC I
Regular Interest MM-1 and REMIC I Regular Interest MM-2 for the related Interest
Accrual Period; and (iii) to each other REMIC I Regular Interest, in an amount
equal to the lesser of (A) the Interest Accrual Amount with respect to the
subject REMIC I Regular Interest for the related Interest Accrual Period and (B)
the product of (1) the entire amount of such Uncovered Prepayment Interest
Shortfall Amount (exclusive of any portion thereof that is allocable to REMIC I
Regular Interest MM-1 and/or REMIC I Regular Interest MM-2), multiplied by (2) a
fraction, the numerator of which is equal to the Interest Accrual Amount with
respect to the subject REMIC I Regular Interest for the related Interest Accrual
Period, and the denominator of which is equal to the aggregate Interest Accrual
Amount with respect to all the REMIC I Regular Interests (exclusive of REMIC I
Regular Interest MM-1 and REMIC I Regular Interest MM-2) for the related
Interest Accrual Period. If the entire Current Interest Distribution Amount with
respect to any REMIC I Regular Interest for any Distribution Date is not deemed
distributed to REMIC II, as the holder of such REMIC I Regular Interest, on such
Distribution Date pursuant to Section 4.01(l), then the unpaid portion of such
Current Interest Distribution Amount shall be added to, and be payable as part
of, the Carryforward Interest Distribution Amount with respect to such REMIC I
Regular Interest for future Distribution Dates. The "Carryforward Interest
Distribution Amount" with respect to any REMIC I Regular Interest for any
Distribution Date shall be an amount equal to the excess, if any, of (i) all
Current Interest Distribution Amounts with respect to such REMIC I Regular
Interest for all prior Distribution Dates, if any, over (ii) the total amount of
interest deemed distributed to REMIC II with respect to such REMIC I Regular
Interest on all such prior Distribution Dates, if any, pursuant to Section
4.01(l).

            (h) Solely for purposes of satisfying Treasury regulations section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC I Regular
Interest shall be the Rated Final Distribution Date.

            (i) The REMIC I Residual Interest will not have a principal balance
and will not bear interest.

            SECTION 2.05      Conveyance of the REMIC I Regular Interests;
                              Acceptance of the REMIC I Regular Interests by
                              Trustee.

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

            SECTION 2.06      Creation of REMIC II; Issuance of the REMIC II
                              Regular Interests and the REMIC II Residual
                              Interest; Certain Matters Involving REMIC II.

            (a) It is the intention of the parties hereto that the segregated
pool of assets consisting of the REMIC I Regular Interests constitute a REMIC
for federal income tax purposes and, further, that such segregated pool of
assets be designated as "REMIC II". The Closing Date is hereby designated as the
"Startup Day" of REMIC II within the meaning of Section 860G(a)(9) of the Code.

            (b) Concurrently with the assignment of the REMIC I Regular
Interests to the Trustee pursuant to Section 2.05 and in exchange therefor, the
REMIC II Regular Interests and the REMIC II Residual Interest shall be issued.
There shall be 34 separate REMIC II Regular Interests. Neither the REMIC II
Residual Interest nor any of the REMIC II Regular Interests shall be
certificated. The REMIC II Regular Interests and the REMIC II Residual Interest
shall collectively constitute the entire beneficial ownership of REMIC II.

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

            (d) The REMIC II Regular Interests will have the following
respective alphabetic or alphanumeric designations: "A-1-1", "A-1-2, "A-1-3",
"A-2-1", "A-2-2", "A-2-3", "A-3", "A-4-1", "A-4-2", "A-4-3", "A-4-4", "A-1-A-1",
"A-1-A-2", "A-1-A-3", "A-1-A-4", "A-1-A-5", "A-1-A-6", "A-1-A-7", "A-1-A-8",
"B", "C", "D", "E", "F", "G", "H", "J", "K", "L", "M", "N", "O", "P" and "MM".

            (e) Each REMIC II Regular Interest shall have an Uncertificated
Principal Balance. The following table sets forth for each REMIC II Regular
Interest the initial Uncertificated Principal Balance thereof:




                  Designation of          Initial Uncertificated
             REMIC II Regular Interest      Principal Balance
                       A-1-1                  $     9,973,000
                       A-1-2                  $    48,313,000
                       A-1-3                  $     8,648,000
                       A-2-1                  $    56,379,000
                       A-2-2                  $    46,030,000
                       A-2-3                  $    15,817,000
                        A-3                   $    89,652,000
                       A-4-1                  $    12,855,000
                       A-4-2                  $    38,921,000
                       A-4-3                  $    46,253,000
                       A-4-4                  $   410,468,000
                      A-1-A-1                 $     3,104,000
                      A-1-A-2                 $    15,436,000
                      A-1-A-3                 $    15,757,000
                      A-1-A-4                 $    19,372,000
                      A-1-A-5                 $    52,950,000
                      A-1-A-6                 $    11,813,000
                      A-1-A-7                 $    18,916,000
                      A-1-A-8                 $   188,954,000
                         B                    $    36,765,000
                         C                    $    16,711,000
                         D                    $    33,422,000
                         E                    $    16,711,000
                         F                    $    21,724,000
                         G                    $    15,040,000
                         H                    $    16,711,000
                         J                    $    15,040,000
                         K                    $     8,355,000
                         L                    $     6,685,000
                         M                    $    10,026,000
                         N                    $     5,014,000
                         O                    $     1,671,000
                         P                    $    23,395,695
                        MM                    $     2,491,998


            On each Distribution Date, the Uncertificated Principal Balance of
each REMIC II Regular Interest shall be permanently reduced by any distributions
of principal deemed made with respect to such REMIC II Regular Interest on such
Distribution Date pursuant to Section 4.01(k) and, further, by any Unfunded
Principal Balance Reduction made with respect to such REMIC II Regular Interest
on such Distribution Date pursuant to Section 4.04(b). Except as provided in the
preceding sentence, the Uncertificated Principal Balance of each REMIC II
Regular Interest shall not otherwise be increased or decreased. Deemed
distributions to REMIC III in reimbursement of Unfunded Principal Balance
Reductions with respect to a REMIC II Regular Interest, shall not constitute
deemed distributions of principal and shall not result in any reduction of the
Uncertificated Principal Balance of such REMIC II Regular Interest.

            (f) Each REMIC II Regular Interest shall have a REMIC II Remittance
Rate that, with respect to any Interest Accrual Period, shall equal: (i) in the
case of REMIC II Regular Interest MM, the REMIC I Remittance Rate with respect
to REMIC I Regular Interest MM-2 for such Interest Accrual Period; and (ii) in
the case of each other REMIC II Regular Interest, the weighted average,
expressed as a percentage and rounded to ten decimal places, of the respective
REMIC I Remittance Rates in effect for all the REMIC I Regular Interests (other
than REMIC I Regular Interest MM-2) for such Interest Accrual Period, weighted
on the basis of the respective Uncertificated Principal Balances of such REMIC I
Regular Interests outstanding immediately prior to the related Distribution
Date.

            (g) Each REMIC II Regular Interest shall bear interest, and such
interest shall commence accruing on September 1, 2003. In the case of each REMIC
II Regular Interest, such interest shall be calculated on a 30/360 Basis and,
during each Interest Accrual Period, shall accrue at the REMIC II Remittance
Rate with respect to such REMIC II Regular Interest for such Interest Accrual
Period on the Uncertificated Principal Balance of such REMIC II Regular Interest
outstanding immediately prior to the related Distribution Date. The total amount
of such interest accrued with respect to each REMIC II Regular Interest during
each Interest Accrual Period (herein referred to as the "Interest Accrual
Amount" with respect to such REMIC II Regular Interest for such Interest Accrual
Period) shall equal 1/12 of the product of (i) the REMIC II Remittance Rate with
respect to such REMIC II Regular Interest for such Interest Accrual Period,
multiplied by (ii) the Uncertificated Principal Balance of such REMIC II Regular
Interest outstanding immediately prior to the related Distribution Date.

            The portion of the Interest Accrual Amount with respect to any REMIC
II Regular Interest for any Interest Accrual Period that shall be distributable
to REMIC III, as the holder of such REMIC II Regular Interest, on the related
Distribution Date pursuant to Section 4.01(k), shall be an amount (herein
referred to as the "Current Interest Distribution Amount" with respect to such
REMIC II Regular Interest for the related Distribution Date) equal to (i) the
Interest Accrual Amount with respect to such REMIC II Regular Interest for the
related Interest Accrual Period, reduced (to not less than zero) by (ii) the
portion of any Uncovered Prepayment Interest Shortfall Amount for such
Distribution Date that is allocable to such REMIC II Regular Interest. For
purposes of the foregoing, the Uncovered Prepayment Interest Shortfall Amount,
if any, for each Distribution Date shall be allocated: (i) to REMIC II Regular
Interest MM, in the amount equal to the portion of such Uncovered Prepayment
Interest Shortfall Amount that was allocated to REMIC I Regular Interest MM-2
pursuant to Section 2.04; and (ii) to each other REMIC II Regular Interest, in
an amount equal to the lesser of (A) the Interest Accrual Amount with respect to
the subject REMIC II Regular Interest for the related Interest Accrual Period
and (B) the product of (1) the entire amount of such Uncovered Prepayment
Interest Shortfall Amount (exclusive of any portion thereof that is allocable to
REMIC II Regular Interest MM), multiplied by (2) a fraction, the numerator of
which is equal to the Interest Accrual Amount with respect to the subject REMIC
II Regular Interest for the related Interest Accrual Period, and the denominator
of which is equal to the aggregate Interest Accrual Amount with respect to all
the REMIC II Regular Interests (exclusive of REMIC II Regular Interest MM) for
the related Interest Accrual Period.

            If the entire Current Interest Distribution Amount with respect to
any REMIC II Regular Interest for any Distribution Date is not deemed
distributed to REMIC III, as the holder of such REMIC II Regular Interest, on
such Distribution Date pursuant to Section 4.01(k), then the unpaid portion of
such Current Interest Distribution Amount shall be added to, and be payable as
part of, the Carryforward Interest Distribution Amount with respect to such
REMIC II Regular Interest for future Distribution Dates. The "Carryforward
Interest Distribution Amount" with respect to any REMIC II Regular Interest for
any Distribution Date shall be an amount equal to the excess, if any, of (i) all
Current Interest Distribution Amounts with respect to such REMIC II Regular
Interest for all prior Distribution Dates, if any, over (ii) the total amount of
interest deemed distributed to REMIC III with respect to such REMIC II Regular
Interest on all such prior Distribution Dates, if any, pursuant to Section
4.01(k).

            (h) Solely for purposes of satisfying Treasury regulations section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC II Regular
Interest shall be the Rated Final Distribution Date.

            (i) The REMIC II Residual Interest shall not have a principal
balance and shall not bear interest.

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

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

            SECTION 2.08      Creation of REMIC III; Issuance of the REMIC III
                              Regular Interest Certificates, the Group A-X REMIC
                              III Regular Interests, the Group A-SP REMIC III
                              Regular Interests and the REMIC III Residual
                              Interest; Certain Matters Involving REMIC III.

            (a) It is the intention of the parties hereto that the segregated
pool of assets consisting of the REMIC II Regular Interests constitute a REMIC
for federal income tax purposes and, further, that such segregated pool of
assets be designated as "REMIC III". The Closing Date is hereby designated as
the "Startup Day" of REMIC III within the meaning of Section 860G(a)(9) of the
Code.

            (b) Concurrently with the assignment of the REMIC II Regular
Interests to the Trustee pursuant to Section 2.07 and in exchange therefor, the
Group A-X REMIC III Regular Interests, the Group A-SP REMIC III Regular
Interests and the REMIC III Residual Interest shall be issued, and the Trustee
shall execute, and the Certificate Registrar shall authenticate and deliver, to
or upon the order of the Depositor, the REMIC III Regular Interest Certificates
in authorized denominations. There shall be 22 Classes of REMIC III Regular
Interest Certificates. The Class A-X Certificates shall collectively represent
all of the Group A-X REMIC III Regular Interests, and the Class A-SP
Certificates shall collectively represent all of the Group A-SP REMIC III
Regular Interests. The REMIC III Residual Interest shall not be certificated.
The interests evidenced by the REMIC III Regular Interest Certificates, together
with the REMIC III Residual Interest, shall collectively constitute the entire
beneficial ownership of REMIC III.

            (c) The respective Group A-X REMIC III Regular Interests, the
respective Group A-SP REMIC III Regular Interests and the various Classes of the
Principal Balance Certificates shall constitute the "regular interests" (within
the meaning of Section 860G(a)(1) of the Code), and the REMIC III Residual
Interest shall constitute the sole "residual interest" (within the meaning of
Section 860(G)(a)(2) of the Code), in REMIC III. None of the parties hereto, to
the extent it is within the control thereof, shall create or permit the creation
of any other "interests" in REMIC III (within the meaning of Treasury
regulations section 1.860D-1(b)(1)).

            (d) The 22 Classes of the REMIC III Regular Interest Certificates
will have the following respective alphabetic or alphanumeric class
designations: "A-X", "A-SP", "A-1", "A-2", "A-3", "A-4", "A-1-A", "B", "C", "D",
"E", "F", "G", "H", "J", "K", "L", "M", "N", "O", "P" and "MM".

            The Group A-X REMIC III Regular Interests will have the following
respective alphabetic or alphanumeric designations: "A-X-A-1-1", "A-X-A-1-2",
"A-X-A-1-3", "A-X-A-2-1", "A-X-A-2-2", "A-X-A-2-3", "A-X-A-3", "A-X-A-4-1",
"A-X-A-4-2", "A-X-A-4-3", "A-X-A-4-4", "A-X-A-1-A-1", "A-X-A-1-A-2",
"A-X-A-1-A-3", "A-X-A-1-A-4", "A-X-A-1-A-5", "A-X-A-1-A-6", "A-X-A-1-A-7",
"A-X-A-1-A-8", "A-X-B", "A-X-C", "A-X-D", "A-X-E", "A-X-F", "A-X-G", "A-X-H",
"A-X-J", "A-X-K", "A-X-L", "A-X-M", "A-X-N", "A-X-O" and "A-X-P". The Group A-X
REMIC III Regular Interests shall constitute the respective Components of the
Class A-X Certificates.

            The Group A-SP REMIC III Regular Interests will have the following
respective alphabetic or alphanumeric designations: "A-SP-A-1-2", "A-SP-A-1-3",
"A-SP-A-2-1", "A-SP-A-2-2", "A-SP-A-2-3", "A-SP-A-3", "A-SP-A-4-1",
"A-SP-A-4-2", "A-SP-A-4-3", "A-SP-A-4-4", "A-SP-A-1-A-2", "A-SP-A-1-A-3",
"A-SP-A-1-A-4", "A-SP-A-1-A-5", "A-SP-A-1-A-6", "A-SP-A-1-A-7", "A-SP-A-1-A-8",
"A-SP-B" and "A-SP-C". The Group A-SP REMIC III Regular Interests shall
constitute the respective Components of the Class A-SP Certificates.

            (e) Each Class of Principal Balance Certificates shall have a Class
Principal Balance. The following table sets forth for each Class of Principal
Balance Certificates the initial Class Principal Balance thereof:

                                        Initial Class
              Class Designation       Principal Balance
                  Class A-1              $    66,934,000
                  Class A-2              $   118,226,000
                  Class A-3              $    89,652,000
                  Class A-4              $   508,497,000
                 Class A-1-A             $   326,302,000
                   Class B               $    36,765,000
                   Class C               $    16,711,000
                   Class D               $    33,422,000
                   Class E               $    16,711,000
                   Class F               $    21,724,000
                   Class G               $    15,040,000
                   Class H               $    16,711,000
                   Class J               $    15,040,000
                   Class K               $     8,355,000
                   Class L               $     6,685,000
                   Class M               $    10,026,000
                   Class N               $     5,014,000
                   Class O               $     1,671,000
                   Class P               $    23,395,695
                   Class MM              $     2,491,998

            On each Distribution Date, the Class Principal Balance of each Class
of Principal Balance Certificates shall be permanently reduced by any
distributions of principal made with respect to such Class of Certificates on
such Distribution Date pursuant to Section 4.01(a) or Section 4.01(b), as
applicable, and, further, by any Unfunded Principal Balance Reduction made with
respect to such Class of Certificates on such Distribution Date pursuant to
Section 4.04(a). Except as provided in the preceding sentence, the Class
Principal Balance of each Class of Principal Balance Certificates shall not
otherwise be increased or reduced. Distributions to the Holders of a Class of
Principal Balance Certificates in reimbursement of any Unfunded Principal
Balance Reductions with respect to such Class of Certificates shall not
constitute distributions of principal and shall not result in any reduction of
the related Class Principal Balance.

            The Interest Only Certificates shall not have principal balances.
For purposes of accruing interest, however, each Class of Interest Only
Certificates shall have or be deemed to have a Class Notional Amount that is, as
of any date of determination, equal to: (i) in the case of the Class A-X
Certificates, the total of the then Uncertificated Principal Balances of all the
REMIC II Regular Interests (other than REMIC II Regular Interest MM); and (ii)
in the case of the Class A-SP Certificates, the total of the then Uncertificated
Principal Balances of REMIC II Regular Interest A-1-2, REMIC II Regular Interest
A-1-3, REMIC II Regular Interest A-2-1, REMIC II Regular Interest A-2-2, REMIC
II Regular Interest A-2-3, REMIC II Regular Interest A-3, REMIC II Regular
Interest A-4-1, REMIC II Regular Interest A-4-2, REMIC II Regular Interest
A-4-3, REMIC II Regular Interest A-4-4, REMIC II Regular Interest A-1-A-2, REMIC
II Regular Interest A-1-A-3, REMIC II Regular Interest A-1-A-4, REMIC II Regular
Interest A-1-A-5, REMIC II Regular Interest A-1-A-6, REMIC II Regular Interest
A-1-A-7, REMIC II Regular Interest A-1-A-8, REMIC II Regular Interest B and
REMIC II Regular Interest C.

            None of the Group A-X REMIC III Regular Interests or the Group A-SP
REMIC III Regular Interests shall have a principal balance. For purposes of
accruing interest, however, each of the Group A-X REMIC III Regular Interests
and the Group A-SP REMIC III Regular Interest shall have a Component Notional
Amount that is, as of any date of determination, equal to the Uncertificated
Principal Balance of its Corresponding REMIC II Regular Interest.

            (f) Each Class of REMIC III Regular Interest Certificates shall have
or be deemed to have a Pass-Through Rate, and each of the Group A-X REMIC III
Regular Interests and the Group A-SP REMIC III Regular Interests shall have a
REMIC III Remittance Rate.

            Each Class of Principal Balance Certificates identified in the
following table shall, for each and every Interest Accrual Period, have the
fixed Pass-Through Rates set forth next to its alphabetic or alphanumeric, as
the case may be, class designation:

            Class              Pass-Through Rate
             A-1               2.6110% per annum
             A-2               3.9080% per annum
             A-3               4.7000% per annum

            The Pass-Through Rate for the Class A-1-A Certificates for any
Interest Accrual Period shall equal the lesser of (i) 4.8570% per annum and (ii)
the REMIC II Remittance Rate with respect to each of such Class's Corresponding
REMIC II Regular Interests for such Interest Accrual Period.

            The Pass-Through Rate for the Class A-4 Certificates for any
Interest Accrual Period shall equal the lesser of (i) 5.1370% per annum and (ii)
the REMIC II Remittance Rate with respect to each of such Class's Corresponding
REMIC II Regular Interests for such Interest Accrual Period.

            The Pass-Through Rate for the Class B Certificates for any Interest
Accrual Period shall equal the lesser of (i) 5.2530% per annum and (ii) the
REMIC II Remittance Rate with respect to REMIC II Regular Interest B for such
Interest Accrual Period.

            The Pass-Through Rate for the Class C Certificates for any Interest
Accrual Period shall equal the lesser of (i) 5.3160% per annum and (ii) the
REMIC II Remittance Rate with respect to REMIC II Regular Interest C for such
Interest Accrual Period.

            The Pass-Through Rate for the Class D Certificates for any Interest
Accrual Period shall equal the lesser of (i) 5.3530% per annum and (ii) the
REMIC II Remittance Rate with respect to REMIC II Regular Interest D for such
Interest Accrual Period.

            The Pass-Through Rate for the Class E Certificates for any Interest
Accrual Period shall equal the lesser of (i) 5.4420% per annum and (ii) the
REMIC II Remittance Rate with respect to REMIC II Regular Interest E for such
Interest Accrual Period.

            The Pass-Through Rates for the Class F, Class G and Class H
Certificates for any Interest Accrual Period shall, in the case of each such
Class of Certificates, equal the REMIC II Remittance Rate with respect to the
subject Class's Corresponding REMIC II Regular Interest for such Interest
Accrual Period.

            The Pass-Through Rates for the Class J, Class K, Class L, Class M,
Class N, Class O and Class P Certificates for any Interest Accrual Period shall,
in the case of each such Class of Certificates, equal the lesser of (i) 5.3220%
per annum and (ii) the REMIC II Remittance Rate with respect to the subject
Class's Corresponding REMIC II Regular Interest for such Interest Accrual
Period.

            The Pass-Through Rate with respect to the Class MM Certificates for
any Interest Accrual Period shall equal the REMIC II Remittance Rate with
respect to REMIC II Regular Interest MM for such Interest Accrual Period.

            The Pass-Through Rate for the Class A-X Certificates for any
Interest Accrual Period shall be deemed to equal the weighted average, expressed
as a percentage and rounded to ten decimal places, of the respective REMIC III
Remittance Rates in effect for all of the Group A-X REMIC III Regular Interests
for such Interest Accrual Period, weighted on the basis of the respective
Component Notional Amounts of the Group A-X REMIC III Regular Interests
immediately prior to the related Distribution Date.

            The REMIC III Remittance Rate for any of the Group A-X REMIC III
Regular Interests for any Interest Accrual Period shall equal the excess, if
any, of (i) the REMIC II Remittance Rate in effect during such Interest Accrual
Period for the Corresponding REMIC II Regular Interest in respect of such Group
A-X REMIC III Regular Interest, over (ii) the Adjusted REMIC II Remittance Rate
in effect during such Interest Accrual Period for the Corresponding REMIC II
Regular Interest in respect of such Group A-X REMIC III Regular Interest.

            The Pass-Through Rate for the Class A-SP Certificates for any
Interest Accrual Period shall be deemed to equal the weighted average, expressed
as a percentage and rounded to ten decimal places, of the respective REMIC III
Remittance Rates in effect for all of the Group A-SP REMIC III Regular Interests
for such Interest Accrual Period, weighted on the basis of the respective
Component Notional Amounts of the Group A-SP REMIC III Regular Interests
immediately prior to the related Distribution Date.

            The REMIC III Remittance Rate for any of the Group A-SP REMIC III
Regular Interests for any Interest Accrual Period shall be as follows:

                  (i) if such Interest Accrual Period occurs from and including
      September 2003 through and including August 2010, a rate per annum equal
      to the excess, if any, of (i) the lesser of the REMIC II Remittance Rate
      and the Adjusted REMIC II Remittance Rate in effect during such Interest
      Accrual Period for the Corresponding REMIC II Regular Interest in respect
      of such Group A-SP REMIC III Regular Interest, over (B) the Alternative
      Adjusted REMIC II Remittance Rate in effect during such Interest Accrual
      Period for the Corresponding REMIC II Regular Interest in respect of such
      Group A-SP REMIC III Regular Interest; and

                  (ii) if such Interest Accrual Period occurs after August 2010,
      0% per annum.

            (g) Each Class of REMIC III Regular Interest Certificates shall bear
interest, and such interest shall commence accruing on September 1, 2003. In the
case of each Class of REMIC III Regular Interest Certificates, such interest
shall be calculated on a 30/360 Basis and, during each Interest Accrual Period,
shall accrue at the Pass-Through Rate with respect to such Class of Certificates
for such Interest Accrual Period on the Class Principal Balance (or, in the case
of a Class of Interest Only Certificates, the Class Notional Amount) of such
Class of Certificates outstanding immediately prior to the related Distribution
Date. Accordingly, the total amount of such interest accrued with respect to any
Class of REMIC III Regular Interest Certificates during any Interest Accrual
Period (herein referred to as the "Interest Accrual Amount" with respect to such
Class of Certificates for such Interest Accrual Period) shall equal 1/12 of the
product of (i) the Pass-Through Rate with respect to such Class of Certificates
for such Interest Accrual Period, multiplied by (ii) the Class Principal Balance
(or, in the case of a Class of Interest Only Certificates, the Class Notional
Amount) of such Class of Certificates outstanding immediately prior to the
related Distribution Date. The portion of the Interest Accrual Amount with
respect to either Class of Interest Only Certificates for any Interest Accrual
Period that is attributable to any particular Component of such Class of
Certificates shall be an amount (herein referred to as the "Interest Accrual
Amount" with respect to such Component for such Interest Accrual Period) equal
to 1/12 of the product of (i) the REMIC III Remittance Rate with respect to such
Component for such Interest Accrual Period, multiplied by (ii) the Component
Notional Amount of such Component immediately prior to the related Distribution
Date.

            The Class A-SP Certificates and the respective Group A-SP REMIC III
Regular Interests shall cease to accrue interest after the end of the August
2010 Interest Accrual Period.

            The portion of the Interest Accrual Amount with respect to any Class
of REMIC III Regular Interest Certificates for any Interest Accrual Period that
shall be distributable to the Holders of such Class of Certificates on the
related Distribution Date pursuant to Section 4.01(a) or Section 4.01(b), as
applicable, shall be an amount (herein referred to as the "Current Interest
Distribution Amount" with respect to such Class of Certificates for the related
Distribution Date) equal to (i) the Interest Accrual Amount with respect to such
Class of Certificates for the related Interest Accrual Period, reduced (to not
less than zero) by (ii) the portion of any Uncovered Prepayment Interest
Shortfall Amount for such Distribution Date that is allocable to such Class of
Certificates. For purposes of the foregoing, the Uncovered Prepayment Interest
Shortfall Amount, if any, for each Distribution Date shall be allocated: (i) to
the Class MM Certificates, in an amount equal to the portion, if any, of such
Uncovered Prepayment Interest Shortfall Amount that was allocated to REMIC II
Regular Interest MM pursuant to Section 2.06; and (ii) to each other Class of
REMIC III Regular Interest Certificates, in an amount equal to the lesser of (A)
the Interest Accrual Amount with respect to the subject Class of REMIC III
Regular Interest Certificates for the related Interest Accrual Period and (B)
the product of (1) the entire amount of such Uncovered Prepayment Interest
Shortfall Amount (exclusive of any portion thereof that is allocable to the
Class MM Certificates), multiplied by (2) a fraction, the numerator of which is
equal to the Interest Accrual Amount with respect to the subject Class of REMIC
III Regular Interest Certificates for the related Interest Accrual Period, and
the denominator of which is equal to the aggregate Interest Accrual Amount with
respect to all the Classes of REMIC III Regular Interest Certificates (exclusive
of the Class MM Certificates) for the related Interest Accrual Period. The
portion of the Current Interest Distribution Amount with respect to either Class
of Interest Only Certificates for any Distribution Date that is attributable to
any particular Component of such Class of Certificates shall be an amount
(herein referred to as the "Current Interest Distribution Amount" with respect
to such Component for such Distribution Date) equal to (i) the Interest Accrual
Amount with respect to such Component for the related Interest Accrual Period,
reduced (to not less than zero) by (ii) such Component's share of the portion of
any Uncovered Prepayment Interest Shortfall Amount for such Distribution Date
that is allocable to such Class of Certificates. For purposes of the foregoing,
any portion of the Uncovered Prepayment Interest Shortfall Amount for any
Distribution Date that is allocated to either Class of Interest Only
Certificates shall in turn be allocated among the respective Components of such
Class of Certificates on a pro rata basis in accordance with their respective
Interest Accrual Amounts for the related Interest Accrual Period.

            If the entire Current Interest Distribution Amount with respect to
any Class of REMIC III Regular Interest Certificates for any Distribution Date
is not distributed to the Holders thereof on such Distribution Date pursuant to
Section 4.01(a) or Section 4.01(b), as applicable, then the unpaid portion of
such Current Interest Distribution Amount shall be added to, and be payable as
part of, the Carryforward Interest Distribution Amount with respect to such
Class of Certificates for future Distribution Dates. The "Carryforward Interest
Distribution Amount" with respect to any Class of REMIC III Regular Interest
Certificates for any Distribution Date shall be an amount equal to the excess,
if any, of (i) all Current Interest Distribution Amounts with respect to such
Class of Certificates for all prior Distribution Dates, if any, over (ii) the
total amount of interest distributed to the Holders of such Class of
Certificates on all such prior Distribution Dates, if any, pursuant to Section
4.01(a) or Section 4.01(b), as applicable. The portion of the Carryforward
Interest Distribution Amount with respect to either Class of Interest Only
Certificates for any Distribution Date that is attributable to any particular
Component of such Class of Certificates shall be an amount (herein referred to
as the "Carryforward Interest Distribution Amount" with respect to such
Component for such Distribution Date) equal to the excess, if any, of (i) all
Current Interest Distribution Amounts with respect to such Component for all
prior Distribution Dates, if any, over (ii) the total amount of interest deemed
distributed to the Holders of such Class of Certificates with respect to such
Component on all such prior Distribution Dates, if any, pursuant to Section
4.01(a).

            (h) Solely for purposes of satisfying Treasury regulations section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each Class of
Principal Balance Certificates, for each Component of the Class A-X Certificates
and for each Component of the Class A-SP Certificates shall be the Rated Final
Distribution Date.

            (i) The REMIC III Residual Interest shall not have a principal
balance and shall not bear interest.

            SECTION 2.09      Acceptance of Grantor Trusts; Issuance of the
                              Class V and Class R Certificates.

            (a) It is the intention of the parties hereto that the segregated
pool of assets consisting of any collections of Excess Interest received on the
ARD Trust Mortgage Loans (and any successor REO Trust Mortgage Loans with
respect thereto) constitute a Grantor Trust for federal income tax purposes and,
further, that such segregated pool of assets be designated as "Grantor Trust V".
The Trustee, by its execution and delivery hereof, acknowledges the assignment
to it of the assets of Grantor Trust V and declares that it holds and will hold
such assets in trust for the exclusive use and benefit of all present and future
Holders of the Class V Certificates. Concurrently with the assignment to it of
the assets included in Grantor Trust V, the Trustee shall execute, and the
Certificate Registrar shall authenticate and deliver, to or upon the order of
the Depositor, the Class V Certificates in authorized denominations evidencing
the entire beneficial ownership of Grantor Trust V. The rights of the Holders of
the Class V Certificates to receive distributions from the proceeds of Grantor
Trust V, and all ownership interests of such Holders in and to such
distributions, shall be as set forth in this Agreement.

            (b) The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all right, title and interest of the Depositor in and to the REMIC I Residual
Interest, the REMIC II Residual Interest and the REMIC III Residual Interest to
the Trustee for the benefit of the Holders of the Class R Certificates. It is
the intention of the parties hereto that the segregated pool of assets
consisting of the REMIC I Residual Interest, the REMIC II Residual Interest and
the REMIC III Residual Interest constitute a Grantor Trust for federal income
tax purposes and, further, that such segregated pool of assets be designated as
"Grantor Trust R". The Trustee, by its execution and delivery hereof,
acknowledges the assignment to it of the assets of Grantor Trust R and declares
that it holds and will hold such assets in trust for the exclusive use and
benefit of all present and future Holders of the Class R Certificates.
Concurrently with the assignment to it of the assets included in Grantor Trust
R, the Trustee shall execute, and the Certificate Registrar shall authenticate
and deliver, to or upon the order of the Depositor, the Class R Certificates in
authorized denominations evidencing the entire beneficial ownership of Grantor
Trust R. The rights of the Holders of the Class R Certificates to receive
distributions from the proceeds of Grantor Trust R, and all ownership interests
of such Holders in and to such distributions, shall be as set forth in this
Agreement.

                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND


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

            (a) Each of the Master Servicer and the Special Servicer shall
service and administer the Mortgage Loans (and, with respect to the Special
Servicer, any REO Properties) that it is obligated to service and administer
pursuant to this Agreement on behalf of the Trustee and in the best interests of
and for the benefit of the Certificateholders or, in the case of a Mortgage Loan
Combination, in the best interests and for the benefit of the Certificateholders
and the related Non-Trust Companion Loan Holder (as a collective whole) (as
determined by the Master Servicer or the Special Servicer, as the case may be,
in its reasonable judgment), in accordance with applicable law, the terms of
this Agreement, the terms of the respective Mortgage Loans and any and all
applicable intercreditor, co-lender and similar agreements and, to the extent
consistent with the foregoing, further as follows (the "Servicing Standard")--

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

                  (ii) with a view to the timely recovery of all scheduled
      payments of principal and interest under the subject Mortgage Loans, the
      full collection of all Yield Maintenance Charges that may become payable
      under the subject Mortgage Loans and, in the case of the Special Servicer,
      if a Mortgage Loan comes into and continues in default and if, in the good
      faith and reasonable judgment of the Special Servicer, no satisfactory
      arrangements can be made for the collection of the delinquent payments,
      the maximization of the recovery on such Mortgage Loan to the
      Certificateholders (as a collective whole) (or, in the case of a Mortgage
      Loan Combination, to the Certificateholders and the related Non-Trust
      Companion Loan Holder (as a collective whole)) on a present value basis
      (the relevant discounting of anticipated collections that will be
      distributable to Certificateholders and/or a Non-Trust Companion Loan
      Holder to be performed at the related Mortgage Rate); and

                  (iii) without regard to--

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

                  (B)   the ownership of any Certificate or any interest in a
                        Non-Trust Companion Loan by the Master Servicer or the
                        Special Servicer, as the case may be, or by any
                        Affiliate thereof,

                  (C)   the Master Servicer's obligation to make Advances,

                  (D)   the Special Servicer's obligation to request that the
                        Master Servicer make Servicing Advances,

                  (E)   the right of the Master Servicer (or any Affiliate
                        thereof) or the Special Servicer (or any Affiliate
                        thereof), as the case may be, to receive reimbursement
                        of costs, or the sufficiency of any compensation payable
                        to it, or with respect to any particular transaction,

                  (F)   the ownership, servicing or management for itself or
                        others of any other mortgage loans or mortgaged
                        properties by the Master Servicer or Special Servicer or
                        any Affiliate of the Master Servicer or Special
                        Servicer, as applicable,

                  (G)   any obligation of the Master Servicer or any of its
                        Affiliates (in the capacity as a Mortgage Loan Seller)
                        to cure a breach of a representation or warranty or
                        repurchase any Trust Mortgage Loan, or

                  (H)   any debt that the Master Servicer or Special Servicer or
                        any Affiliate of the Master Servicer or Special
                        Servicer, as applicable, has extended to any Borrower or
                        any Affiliates of any Borrower.

            Without limiting the foregoing, subject to Section 3.21, the Special
Servicer shall be obligated to service and administer (i) any Trust Mortgage
Loans as to which a Servicing Transfer Event has occurred and is continuing (the
"Specially Serviced Trust Mortgage Loans"), together with any related Non-Trust
Companion Loans that are being serviced hereunder (collectively with the
Specially Serviced Trust Mortgage Loans, the "Specially Serviced Mortgage
Loans"), and (ii) any REO Properties. Notwithstanding the foregoing, the Master
Servicer shall continue to make all calculations, and prepare, and deliver to
the Trustee, all reports required to be prepared by the Master Servicer
hereunder with respect to the Specially Serviced Trust Mortgage Loans as if no
Servicing Transfer Event had occurred and with respect to the REO Properties
(and the related REO Trust Mortgage Loans) as if no REO Acquisition had
occurred, and to render such incidental services with respect to the Specially
Serviced Mortgage Loans and REO Properties as are specifically provided for
herein; provided, however, that the Master Servicer shall not be liable for
failure to comply with such duties insofar as such failure results from a
failure of the Special Servicer to provide sufficient information to the Master
Servicer to comply with such duties or a failure of the Special Servicer to
prepare and deliver to the Master Servicer reports required hereunder to be
delivered by the Special Servicer to the Master Servicer. Each Trust Mortgage
Loan that becomes a Specially Serviced Trust Mortgage Loan shall continue as
such until all Servicing Transfer Events have ceased to exist with respect to
such Trust Mortgage Loan. A Non-Trust Companion Loan shall cease to be a
Specially Serviced Mortgage Loan at such time as the related Trust Mortgage Loan
ceases to be a Specially Serviced Trust Mortgage Loan. Without limiting the
foregoing, subject to Section 3.21, the Master Servicer shall be obligated to
service and administer all Mortgage Loans which are not Specially Serviced
Mortgage Loans; provided, however, that the Special Servicer shall have the
exclusive right to approve any draw down of funds under any Letter of Credit
provided by the related Borrower with respect to any Trust Mortgage Loan, and to
approve any modification, amendment, alteration or renewal of such Letter of
Credit, it being agreed, however, that the Master Servicer shall provide the
Special Servicer with notice of any communication with respect to a Borrower's
inability to renew any such Letter of Credit.

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

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

            (d) In the event that there shall occur an A/B Material Default with
respect to any A/B Mortgage Loan Combination, and for so long as such A/B
Material Default shall be continuing, the Master Servicer and/or the Special
Servicer, as applicable, shall be obligated to service, subject to the terms and
conditions of the related A/B Intercreditor Agreement, the related B-Note
Non-Trust Companion Loan, on behalf of the related B-Note Non-Trust Companion
Loan Holder, and all references herein to "Mortgage Loan" (and, if the related
A-Note Trust Mortgage Loan is a Specially Serviced Trust Mortgage Loan, all
references herein to "Specially Serviced Mortgage Loan") shall include a B-Note
Non-Trust Companion Loan that is being serviced under this Agreement.

            (e) For so long as the Mayfair Mall Trust Mortgage Loan or any
related REO Property is part of the Trust Fund, the Master Servicer and the
Special Servicer shall be obligated to service and administer, subject to the
terms and conditions of the Mayfair Mall Intercreditor Agreement, each Mayfair
Mall Non-Trust Companion Loan (or any successor REO Non-Trust Companion Loan
with respect thereto), on behalf of the related Mayfair Mall Non-Trust Companion
Loan Holder, and during any such period, all references herein to "Mortgage
Loan" and, if a Servicing Transfer Event exists with respect to the Mayfair Mall
Trust Mortgage Loan, all references herein to "Specially Serviced Mortgage Loan"
shall include each Mayfair Mall Non-Trust Companion Loan while it is being
serviced under this Agreement. In addition, for so long as the Mayfair Mall
Trust Mortgage Loan or any related REO Property is part of the Trust Fund, the
Master Servicer (if the Mayfair Mall Trust Mortgage Loan is a Performing Trust
Mortgage Loan) and the Special Servicer (if the Mayfair Mall Trust Mortgage Loan
is a Specially Serviced Trust Mortgage Loan or if the Mayfair Mall Mortgaged
Property has become an REO Property) shall perform the obligations of the "A-2
Noteholder" under the Mayfair Mall Intercreditor Agreement. If any Mayfair Mall
Non-Trust Companion Loan should be securitized, and rated securities should be
issued in connection therewith, then with respect to each action hereunder
relating to the Mayfair Mall Trust Mortgage Loan or any related REO Property
that requires the Master Servicer or the Special Servicer to obtain written
confirmation from either Rating Agency that such action will not result in an
Adverse Rating Event, the Master Servicer or the Special Servicer, as the case
may be, shall also obtain written confirmation (at the expense of the related
Borrower or such other securitization and not of the Trust Fund) from each
rating agency that has assigned a rating to the securities backed by such
securitized Mayfair Mall Non-Trust Companion Loan that the subject action will
likewise not result in a qualification, downgrade or withdrawal of any rating
assigned to such securities backed by such securitized Mayfair Mall Non-Trust
Companion Loan.

            (f) The Special Servicer hereunder shall collectively consist of:
(i) the party hereunder responsible for performing the duties of Special
Servicer with respect to the Mayfair Mall Mortgage Loan Combination and any
related REO Property (the "Mayfair Mall Special Servicer"); and (ii) the party
hereunder responsible for performing the duties of Special Servicer with respect
to the rest of the Mortgage Pool and any other REO Properties (the "General
Special Servicer"). For so long as the same party acts as both Mayfair Mall
Special Servicer and as General Special Servicer, the term "Special Servicer"
shall mean the Mayfair Mall Special Servicer and the General Special Servicer,
collectively. However, if different parties shall ever act hereunder as the
Mayfair Mall Special Servicer and the General Special Servicer, respectively,
then, unless the context clearly requires otherwise: (i) when used in the
context of imposing duties and obligations on the Special Servicer hereunder or
the performance of such duties and obligations, the term "Special Servicer"
shall mean the Mayfair Mall Special Servicer, insofar as such duties and
obligations relate to the Mayfair Mall Mortgage Loan Combination or any related
REO Property, and shall mean the General Special Servicer, in all other cases
(provided that, in Section 3.13, Section 3.14 and Section 3.15, the term
"Special Servicer" shall mean each of the Mayfair Mall Special Servicer and the
General Special Servicer); (ii) when used in the context of identifying the
recipient or provider of any information, funds, documents, instruments and/or
other items, the term "Special Servicer" shall mean the Mayfair Mall Special
Servicer, insofar as such information, funds, documents, instruments and/or
other items relate to the Mayfair Mall Mortgage Loan Combination or any related
REO Property, and shall mean the General Special Servicer, in all other cases;
(iii) when used in the context of granting the Special Servicer the right to
purchase Defaulted Trust Mortgage Loans pursuant to Section 3.18, the term
"Special Servicer" shall mean the Mayfair Mall Special Servicer, if such
Defaulted Trust Mortgage Loan is the Mayfair Mall Trust Mortgage Loan, and shall
mean the General Special Servicer, in all other cases; (iv) when used in the
context of granting the Special Servicer the right to purchase all of the Trust
Mortgage Loans and any REO Properties remaining in the Trust Fund pursuant to
Section 9.01, the term "Special Servicer" shall mean the General Special
Servicer only; (v) when used in the context of granting the Special Servicer any
protections, limitations on liability, immunities and/or indemnities hereunder,
the term "Special Servicer" shall mean each of the Mayfair Mall Special Servicer
and the General Special Servicer; and (vi) when used in the context of requiring
indemnification from, imposing liability on, or exercising any remedies against,
the Special Servicer for any breach of a representation, warranty or covenant
hereunder or for any negligence, bad faith or willful misconduct in the
performance of duties and obligations hereunder or any negligent disregard of
such duties and obligations or otherwise holding the Special Servicer
responsible for any of the foregoing, the term "Special Servicer" shall mean the
Mayfair Mall Special Servicer or the General Special Servicer, as applicable.
Unless the same party is, or affiliated parties are, acting as the Mayfair Mall
Special Servicer and the General Special Servicer, the Mayfair Mall Special
Servicer and the General Special Servicer shall not be responsible for the
actions of the other.

            SECTION 3.02      Collection of Mortgage Loan Payments.

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

            (b) If the Master Servicer or Special Servicer receives, or receives
notice from the related Borrower that it will be receiving, Excess Interest on
any ARD Trust Mortgage Loan in any Collection Period, the Master Servicer or
Special Servicer, as applicable, shall promptly notify the Trustee in writing.

            (c) Neither the Master Servicer nor the Special Servicer shall
accept a Principal Prepayment of any Trust Mortgage Loan by the related Borrower
on any date other than a Due Date if accepting such payment would cause a
Prepayment Interest Shortfall, unless the Borrower is permitted to make such
prepayment pursuant to the terms of the related Mortgage Loan Documents. If the
Master Servicer or the Special Servicer accepts a Principal Prepayment of any
Trust Mortgage Loan by the Borrower on any date other than a Due Date which
causes a Prepayment Interest Shortfall (unless such Principal Prepayment is in
respect of (i) a Specially Serviced Trust Mortgage Loan, (ii) a payment of
Insurance and Condemnation Proceeds, (iii) a payment subsequent to a default
under the related Mortgage Loan Documents (provided the Master Servicer or the
Special Servicer, as applicable, reasonably believes that acceptance of such
payment is consistent with the Servicing Standard and, in the case of the Master
Servicer, the Master Servicer has obtained the consent of the Special Servicer
which shall not be unreasonably withheld or delayed and in any event shall be
deemed granted if not denied within five Business Days), (iv) a payment pursuant
to applicable law or court order, (v) a payment the related Borrower is
permitted to make under the terms of the related Mortgage Loan Documents or (vi)
a payment accepted by the Master Servicer or the Special Servicer at the request
of or with the consent of the Series 2003-C4 Directing Certificateholder), the
Master Servicer or the Special Servicer, as the case may be, shall remit to the
Trustee on or before 1:00 p.m., New York City time, on the related Master
Servicer Remittance Date for deposit in the Distribution Account, immediately
available funds in an amount equal to any Prepayment Interest Shortfall
resulting from such Principal Prepayment.

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

            (a) The Master Servicer shall establish and maintain one or more
accounts (the "Servicing Accounts"), into which all Escrow Payments shall be
deposited and retained, and shall administer such Servicing Accounts in
accordance with the related Mortgage Loan Documents. Each Servicing Account
shall be maintained in accordance with the requirements of the related Mortgage
Loan and in accordance with the Servicing Standard and to the extent not
inconsistent with the terms of the Mortgage Loans, in an Eligible Account. Funds
on deposit in the Servicing Accounts may be invested in Permitted Investments in
accordance with the provisions of Section 3.06. As and to the extent consistent
with the Servicing Standard, applicable law and the related Mortgage Loan
Documents, the Master Servicer may make withdrawals from the Servicing Accounts
maintained by it, and may apply Escrow Payments held therein with respect to any
Mortgage Loan (together with interest earned thereon), only as follows: (i) to
effect the payment of real estate taxes, assessments, insurance premiums
(including, premiums on any Environmental Insurance Policy), ground rents (if
applicable) and comparable items in respect of the related Mortgaged Property;
(ii) to reimburse the Master Servicer or the Trustee, as applicable, for any
unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan
to cover any of the items described in the immediately preceding clause (i);
(iii) to refund to the related Borrower any sums as may be determined to be
overages; (iv) to pay interest or other income, if required and as described
below, to the related Borrower on balances in the Servicing Account (or, if and
to the extent not payable to the related Borrower, to pay such interest or other
income (up to the amount of any Net Investment Earnings in respect of such
Servicing Account for each Collection Period) to such Master Servicer); (v)
after an event of default, to pay the principal of, accrued interest on and any
other amounts payable with respect to such Mortgage Loan; or (vi) to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01. The Master Servicer shall pay or cause to be paid
to the related Borrowers interest and other income, if any, earned on the
investment of funds in Servicing Accounts maintained thereby, if and to the
extent required by law or the terms of the related Mortgage Loan Documents. If
the Master Servicer shall deposit in a Servicing Account maintained by it any
amount not required to be deposited therein, it may at any time withdraw such
amount from such Servicing Account, any provision herein to the contrary
notwithstanding. Promptly after any Escrow Payments are received by the Special
Servicer from any Borrower, and in any event within two Business Days after any
such receipt, the Special Servicer shall remit such Escrow Payments to the
applicable Master Servicer for deposit in the applicable Servicing Account(s).

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

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

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

            Notwithstanding anything to the contrary set forth herein, the
Master Servicer shall (at the direction of the Special Servicer, upon no less
than five Business Days' (or, if payment is required to be made on an urgent or
emergency basis as indicated by the Special Servicer, two Business Days') prior
written notice if a Specially Serviced Mortgage Loan or REO Property is
involved) pay directly out of the Collection Account any servicing expense that,
if paid by the Master Servicer or the Special Servicer, would constitute a
Nonrecoverable Servicing Advance; provided that such payment shall be made only
if the Master Servicer (or the Special Servicer, if a Specially Serviced
Mortgage Loan or REO Property is involved) has determined in accordance with the
Servicing Standard that making such payment is in the best interests of the
Certificateholders (or, in the case of a Mortgage Loan Combination, the
Certificateholders and the related Non-Trust Companion Loan Holder(s)) (as a
collective whole), as evidenced by an Officer's Certificate promptly delivered
by the Master Servicer or the Special Servicer, as applicable, to the Trustee,
the Depositor, each Rating Agency, the Series 2003-C4 Directing
Certificateholder, any Requesting Subordinate Certificateholder and any affected
Non-Trust Companion Loan Holder, setting forth the basis for such determination
and accompanied by any information that the Master Servicer or the Special
Servicer may have obtained that supports such determination; and provided,
further, that, if a Mortgage Loan Combination is involved, and if and to the
extent that funds are available in the related Mortgage Loan Combination
Custodial Account, such payment shall be made from such related Mortgage Loan
Combination Custodial Account.

            All such Servicing Advances and interest thereon shall be
reimbursable in the first instance from related collections from the Borrowers
and further as provided in Sections 3.04 and 3.05. No costs incurred by the
Master Servicer or Special Servicer in effecting the payment of real estate
taxes, assessments and, if applicable, ground rents on or in respect of the
Mortgaged Properties shall, for purposes of calculating monthly distributions to
Certificateholders, be added to the unpaid principal balances of the related
Trust Mortgage Loans, notwithstanding that the terms of such Trust Mortgage
Loans so permit.

            If the Master Servicer is required under any provision of this
Agreement to make a Servicing Advance, but it does not do so when such Advance
is required to be made, the Trustee shall, if it has actual knowledge of such
failure on the part of the Master Servicer, give written notice of such failure
to the Master Servicer. If such Servicing Advance is not made by the Master
Servicer within three Business Days after such notice is given to the Master
Servicer, then (subject to Section 7.05) the Trustee shall, within one Business
Day thereafter, make such Servicing Advance.

            Notwithstanding anything herein to the contrary, all Servicing
Advances made in respect of the Mayfair Mall Mortgage Loan Combination (or any
related REO Property) shall be deemed made on a pro rata basis (by balance) on
the Mayfair Mall Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto) and the respective Mayfair Mall Non-Trust Companion Loans
(or any successor REO Non-Trust Companion Loans with respect thereto). Any
Servicing Advances made or deemed made in respect of any Mayfair Mall Non-Trust
Companion Loan (or any successor REO Non-Trust Companion Loan with respect
thereto) shall only be reimbursable hereunder out of amounts allocable to such
Mayfair Mall Non-Trust Companion Loan (or any successor REO Non-Trust Companion
Loan with respect thereto); provided that Servicing Advances made or deemed made
in respect of any Mayfair Mall Non-Trust Companion Loan may also be reimbursed
out of amounts received from the related Mayfair Mall Non-Trust Companion Loan
Holder as and to the extent contemplated by the Mayfair Mall Intercreditor
Agreement.

            (d) In connection with its recovery of any Servicing Advance out of
the Collection Account pursuant to clauses (v) or (vi) of Section 3.05(a), from
a Mortgage Loan Combination Custodial Account pursuant to Section 3.04 or from a
Servicing Account pursuant to Section 3.03(a)(ii), the Master Servicer and the
Trustee shall each be entitled to receive, first out of any Penalty Charges with
respect to the related Mortgage Loan or REO Mortgage Loan, and then out of any
other amounts then on deposit in the Collection Account, interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such
Servicing Advance from and including the date made to, but not including, the
date of reimbursement; provided that any such interest with respect to any
Servicing Advances made or deemed made with respect to any Mayfair Mall
Non-Trust Companion Loan or any successor REO Non-Trust Companion Loan with
respect thereto that is not so payable out of related Penalty Charges, shall be
payable, after such Servicing Advance is reimbursed, out of any other
collections on such Mortgage Loan or REO Mortgage Loan, as the case may be, on
deposit in the Mayfair Mall Custodial Account (but in no event out of the Trust
Fund) (except that this provision is in no way intended to limit any rights that
the Master Servicer or the Trustee may have to receive payment for such interest
on such Servicing Advances from the related Mayfair Mall Non-Trust Companion
Loan Holder under the Mayfair Mall Intercreditor Agreement); and provided,
further, that any such interest earned on any Servicing Advances made with
respect to either Mortgage Loan of an A/B Mortgage Loan Combination or with
respect to any REO Property related to an A/B Mortgage Loan Combination shall be
payable out of the related A/B Mortgage Loan Combination Custodial Account, to
the maximum extent permitted by the related A/B Intercreditor Agreement, before
being paid out of general collections on the Mortgage Pool on deposit in the
Collection Account; and provided, further, that the Master Servicer shall not be
entitled to interest on any Servicing Advance made thereby to the extent a
payment that may be applied to reimburse such Servicing advance is received but
is being held by or on behalf of the Master Servicer in suspense. The Master
Servicer shall reimburse itself or the Trustee, as the case may be, for any
outstanding Servicing Advance made by the Master Servicer or the Trustee as soon
as practically possible after funds available for such purpose are deposited in
the Collection Account or, if applicable, the related Mortgage Loan Combination
Custodial Account; provided that, upon a determination that a previously made
Servicing Advance is a Nonrecoverable Servicing Advance with respect to any
Trust Mortgage Loan or REO Trust Mortgage Loan, instead of obtaining
reimbursement out of general collections on the Mortgage Pool immediately, the
Master Servicer or the Trustee, as applicable, may, in its sole discretion,
elect to obtain reimbursement for such Nonrecoverable Servicing Advance over a
period of time (not to exceed 12 months), with interest thereon at the
Reimbursement Rate (except that at any time after such a determination to obtain
reimbursement over time in accordance with this proviso, the Master Servicer or
the Trustee, as applicable, may, in its sole discretion, decide to obtain
reimbursement from general collections on the Mortgage Pool immediately). The
fact that a decision to recover any Nonrecoverable Servicing Advance over time,
or not to do so, benefits some Classes of Certificateholders to the detriment of
other Classes shall not constitute a violation of the Servicing Standard by the
Master Servicer or a breach of any fiduciary duty owed to the Certificateholders
by the Trustee, or a breach of any other contractual obligation owed to the
Certificateholders by any party to this Agreement.

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

            SECTION 3.04      The Collection Account, Distribution Account,
                              Excess Interest Distribution Account, Excess
                              Liquidation Proceeds Account, Mayfair Mall
                              Custodial Account and A/B Mortgage Loan
                              Combination Custodial Accounts.

            (a) The Master Servicer shall establish and maintain, or cause to be
established and maintained, the Collection Account, into which the Master
Servicer shall deposit or cause to be deposited on a daily basis (and, subject
to Section 3.04(e) and Section 3.04(f), in no event later than the Business Day
following receipt of available funds), except as otherwise specifically provided
herein, the following payments and collections received after the Cut-off Date
(other than payments of principal and interest on the Trust Mortgage Loans due
and payable on or before the Cut-off Date) and payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to a
period subsequent thereto:

                  (i) all payments (from whatever source) on account of
      principal, including Principal Prepayments, on the Trust Mortgage Loans
      (including from a debt service reserve account or any party exercising
      cure rights); and

                  (ii) all payments (from whatever source) on account of
      interest, including Default Interest and Excess Interest, Yield
      Maintenance Charges and late payment charges on the Trust Mortgage Loans
      (including from a debt service reserve account or any party exercising
      cure rights); and

                  (iii) all Insurance and Condemnation Proceeds and Liquidation
      Proceeds received in respect of any Trust Mortgage Loan (other than
      Liquidation Proceeds that are to be deposited in the Distribution Account
      or the Excess Interest Distribution Account, or remitted to a Non-Trust
      Companion Loan Holder, pursuant to Section 9.01); and

                  (iv) any amounts required to be transferred to the Collection
      Account from the REO Account pursuant to Section 3.16(c), from an A/B
      Mortgage Loan Combination Custodial Account pursuant to Section 3.04(e) or
      from the Mayfair Mall Custodial Account pursuant to Section 3.04(f); and

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

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

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

            Within one Business Day of receipt of any of the amounts described
in clauses (i) - (iii) of the second preceding paragraph with respect to any
Specially Serviced Trust Mortgage Loan, the Special Servicer shall remit such
amounts to the Master Servicer for deposit into the Collection Account in
accordance with the second preceding paragraph (or, if such Specially Serviced
Trust Mortgage Loan is part of a Mortgage Loan Combination, into the related
Mortgage Loan Combination Custodial Account in accordance with Section 3.04(e)
or Section 3.04(f), as applicable). Any amounts received by the Special Servicer
with respect to an REO Property shall be deposited into the REO Account and
remitted to the Master Servicer for deposit into the Collection Account (or, if
such REO Property relates to a Mortgage Loan Combination, into the related
Mortgage Loan Combination Custodial Account) pursuant to Section 3.16(c).

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

            Subject to Section 3.05, the Master Servicer (or, in the case of
clause (iv) below, the Master Servicer or the Special Servicer, as applicable),
shall, as and when required hereunder, deliver to the Trustee for deposit in the
Distribution Account:

                  (i) any P&I Advances required to be made by the Master
      Servicer in accordance with Section 4.03 (or, if the Trustee succeeds to
      the Master Servicer's obligations hereunder, Section 7.05) with respect to
      the Mortgage Pool;

                  (ii) any Liquidation Proceeds paid by the Master Servicer in
      connection with the purchase of all of the Trust Mortgage Loans and any
      REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive of
      that portion thereof required to be deposited in the Collection Account or
      the Excess Interest Distribution Account, or remitted to a Non-Trust
      Companion Loan Holder, pursuant to Section 9.01);

                  (iii) any Yield Maintenance Charges on the Trust Mortgage
      Loans and REO Trust Mortgage Loans (without duplication of the amount
      thereof included in the Available Distribution Amount);

                  (iv) any payments required to be made by the Master Servicer
      and/or the Special Servicer pursuant to Section 3.02(c).

                  (v) any other amounts required to be so delivered by the
      Master Servicer for deposit in the Distribution Account pursuant to any
      provision of this Agreement.

            The Trustee shall, upon receipt, deposit in the Distribution Account
any and all amounts received by the Trustee that are required by the terms of
this Agreement to be deposited therein (including the withdrawal amount from the
Interest Reserve Account pursuant to Section 3.28(b) and such amount from the
Excess Liquidation Proceeds Account as required pursuant to Section 3.04(d)) and
any amounts required to be deposited by the Trustee pursuant to Section 3.06 in
connection with losses incurred with respect to Permitted Investments of funds
held in the Distribution Account.

            (c) Prior to the Master Servicer Remittance Date relating to any
Collection Period in which Excess Interest is received on any ARD Trust Mortgage
Loan, the Trustee shall establish and maintain the Excess Interest Distribution
Account in the name of the Trustee for the benefit of the Holders of the Class V
Certificates. The Excess Interest Distribution Account shall be established and
maintained as an Eligible Account or, subject to Section 3.04(h), a subaccount
of an Eligible Account. On or before each Master Servicer Remittance Date, the
Master Servicer shall remit to the Trustee for deposit in the Excess Interest
Distribution Account an amount equal to the Excess Interest received on the
respective ARD Trust Mortgage Loans (or any successor REO Trust Mortgage Loans
with respect thereto) during the related Collection Period. On each Distribution
Date, the Trustee shall withdraw the Excess Interest on deposit therein from the
Excess Interest Distribution Account for distribution pursuant to Section
4.01(e). On each Distribution Date, the Trustee shall deposit any Net Investment
Loss into the Excess Interest Distribution Account and shall be permitted to
withdraw any Net Investment Earnings from the Excess Interest Distribution
Account. Following the distribution of Excess Interest to Holders of the Class V
Certificates on the first Distribution Date after which no ARD Trust Mortgage
Loan and no successor REO Trust Mortgage Loan with respect to an ARD Trust
Mortgage Loan remains part of the Mortgage Pool, the Trustee shall terminate the
Excess Interest Distribution Account.

            (d) If any Excess Liquidation Proceeds are received, the Trustee
shall establish and maintain one or more accounts (collectively, the "Excess
Liquidation Proceeds Account") to be held in trust for the benefit of the
Certificateholders. Each account that constitutes the Excess Liquidation
Proceeds Account shall be an Eligible Account and, subject to Section 3.04(h),
may be a sub-account of the same Eligible Account as the Distribution Account.
By 1:00 p.m., New York City time, on each Master Servicer Remittance Date, the
Master Servicer shall withdraw from the Collection Account and remit to the
Trustee for deposit in the Excess Liquidation Proceeds Account all Excess
Liquidation Proceeds received during the Collection Period ending on the
Determination Date immediately prior to such Master Servicer Remittance Date.

            On the Business Day prior to each Distribution Date, the Trustee
shall withdraw from the Excess Liquidation Proceeds Account and deposit in the
Distribution Account, for distribution on such Distribution Date, an amount
equal to the lesser of (i) the entire amount, if any, then on deposit in the
Excess Liquidation Proceeds Account and (ii) the excess, if any, of the
aggregate amount distributable with respect to the REMIC III Regular Interest
Certificates on such Distribution Date pursuant to Sections 4.01(a) and 4.01(b),
over the Available Distribution Amount for such Distribution Date (calculated
without regard to such transfer from the Excess Liquidation Proceeds Account to
the Distribution Account); provided that on the Business Day prior to the Final
Distribution Date, the Trustee shall withdraw from the Excess Liquidation
Proceeds Account and deposit in the Distribution Account, for distribution on
such Distribution Date, any and all amounts then on deposit in the Excess
Liquidation Proceeds Account. On the Business Day prior to each Distribution
Date, the Trustee shall deposit any Net Investment Loss into the Excess
Liquidation Proceeds Account and shall be permitted to withdraw any Net
Investment Earnings from the Excess Liquidation Proceeds Account.

            (e) If any A/B Material Default occurs and is continuing (and, as a
result, the related B-Note Non-Trust Companion Loan is being serviced
hereunder), or if the Mortgaged Property securing any A/B Mortgage Loan
Combination has become REO Property, the Master Servicer shall establish and
maintain, or cause to be established and maintained, an A/B Mortgage Loan
Combination Custodial Account, into which the Master Servicer shall deposit or
cause to be deposited on a daily basis (and in no event later than the Business
Day following the receipt of available funds), except as otherwise specifically
provided herein, the following payments and collections received after the
Cut-off Date (other than payments of principal and interest on the applicable
A/B Mortgage Loan Combination due and payable on or before the Cut-off Date) and
payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a period subsequent thereto:

                  (i) all payments (from whatever source) on account of
      principal, including Principal Prepayments, on such A/B Mortgage Loan
      Combination (including from a debt service reserve account or any party
      exercising cure rights); and

                  (ii) all payments (from whatever source) on account of
      interest, including Default Interest and Excess Interest, Yield
      Maintenance Charges and late payment charges on such A/B Mortgage Loan
      Combination (including from a debt service reserve account or any party
      exercising cure rights); and

                  (iii) all Insurance and Condemnation Proceeds received in
      respect of such A/B Mortgage Loan Combination; and

                  (iv) all Liquidation Proceeds of the type described in clauses
      (i) and (ii) of the definition of Liquidation Proceeds; and

                  (v) any amounts required to be transferred to such A/B
      Mortgage Loan Combination Custodial Account from the REO Account pursuant
      to Section 3.16(c);

                  (vi) any amounts required to be deposited by the Master
      Servicer pursuant to Section 3.06 in connection with losses incurred with
      respect to Permitted Investments of funds held in such A/B Mortgage Loan
      Combination Custodial Account; and

                  (vii) any amounts required to be deposited by the Master
      Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
      with losses on such A/B Mortgage Loan Combination resulting from a
      deductible clause in a blanket hazard policy or master single interest
      policy.

            The foregoing requirements for deposit by the Master Servicer in an
A/B Mortgage Loan Combination Custodial Account shall be exclusive, it being
understood and agreed that actual payments from a Borrower in the nature of
Escrow Payments, charges for beneficiary statements or demands, assumption fees,
modification fees, extension fees, amounts collected for Borrower checks
returned for insufficient funds or other amounts that the Master Servicer or the
Special Servicer is entitled to retain as additional servicing compensation
pursuant to Section 3.11 need not be deposited by the Master Servicer in such
A/B Mortgage Loan Combination Custodial Account. If the Master Servicer shall
deposit in any A/B Mortgage Loan Combination Custodial Account any amount not
required to be deposited therein, then (notwithstanding anything herein to the
contrary) it may at any time withdraw such amount from such A/B Mortgage Loan
Combination Custodial Account.

            Within one Business Day of receipt of any of the amounts described
in clauses (i) - (iv) of the second preceding paragraph with respect to any
Specially Serviced Mortgage Loan that is part of an A/B Mortgage Loan
Combination during the period that the related B-Note Non-Trust Companion Loan
is being serviced hereunder, the Special Servicer shall remit such amounts to
the Master Servicer for deposit in the related A/B Mortgage Loan Combination
Custodial Account pursuant to the second preceding paragraph. Any amounts
received by the Special Servicer with respect to an REO Property that relates to
an A/B Mortgage Loan Combination shall be deposited into the REO Account and
remitted to the Master Servicer for deposit into the related A/B Mortgage Loan
Combination Custodial Account pursuant to Section 3.16(c).

            If any B-Note Non-Trust Companion Loan is being serviced hereunder,
or if the Mortgaged Property securing any A/B Mortgage Loan Combination has
become REO Property, then as and when required pursuant to the related A/B
Intercreditor Agreement (and in any event on the Business Day following each
Determination Date), the Master Servicer shall withdraw from the related A/B
Mortgage Loan Combination Custodial Account and pay to the applicable parties
hereunder such amounts as is permitted under the related A/B Intercreditor
Agreement for purposes of the reimbursement of Advances, the payment of interest
on Advances, the payment of Master Servicing Fees, Special Servicing Fees,
Workout Fees and Liquidation Fees and the payment of any other servicing
expenses and fees relating to the subject A/B Mortgage Loan Combination or any
related REO Property and, further, pay to the Trust, as "A Note Holder" under
the related A/B Intercreditor Agreement, and to the B-Note Non-Trust Companion
Loan Holder all amounts to which each of them is entitled in respect of the
subject A-Note Trust Mortgage Loan and B-Note Non-Trust Companion Loan,
respectively, in accordance with the related A/B Intercreditor Agreement. The
foregoing payments shall be made in accordance with the priorities set forth in
the related A/B Intercreditor Agreement. Payments to the Trust shall be made by
transfer of the applicable funds to the Collection Account, and payments to the
B-Note Non-Trust Companion Loan Holder shall be made in accordance with the
related A/B Intercreditor Agreement.

            The Master Servicer may pay itself monthly any Net Investment
Earnings with respect to an A/B Mortgage Loan Combination Custodial Account.

            (f) The Master Servicer shall establish and maintain, or cause to be
established and maintained, the Mayfair Mall Custodial Account, into which the
Master Servicer shall deposit or cause to be deposited on a daily basis (and in
no event later than the Business Day following its receipt of available funds)
the following payments and collections received after the Closing Date:

                  (i) all payments (from whatever source) on account of
      principal, including Principal Prepayments, on the Mayfair Mall Mortgage
      Loan Combination (including from a debt service reserve account or in the
      form of Mayfair Mall Cure Payments);

                  (ii) all payments (from whatever source) on account of
      interest, including Default Interest and Excess Interest, Yield
      Maintenance Charges and late payment charges on the Mayfair Mall Mortgage
      Loan Combination (including from a debt service reserve account or in the
      form of Mayfair Mall Cure Payments);

                  (iii) all Insurance and Condemnation Proceeds received in
      respect of the Mayfair Mall Mortgage Loan Combination;

                  (iv) all Liquidation Proceeds of the type described in clauses
      (i) and (ii) of the definition of "Liquidation Proceeds" in respect of the
      Mayfair Mall Mortgage Loan Combination;

                  (v) any amounts required to be transferred to the Mayfair Mall
      Custodial Account from the REO Account pursuant to Section 3.16(c);

                  (vi) any amounts required to be deposited in the Mayfair Mall
      Custodial Account by the Master Servicer pursuant to Section 3.06 in
      connection with losses incurred with respect to Permitted Investments of
      funds held in the Mayfair Mall Custodial Account; and

                  (vii) any amounts required to be deposited by the Master
      Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
      with losses on the Mayfair Mall Mortgage Loan Combination resulting from a
      deductible clause in a blanket hazard policy or master single interest
      policy.

            The foregoing requirements for deposit by the Master Servicer in the
Mayfair Mall Custodial Account shall be exclusive, it being understood and
agreed that actual payments from the Borrower in the nature of Escrow Payments,
charges for beneficiary statements or demands, assumption fees, modification
fees, extension fees, amounts collected for Borrower checks returned for
insufficient funds or other amounts that the Master Servicer or the Special
Servicer is entitled to retain as additional servicing compensation pursuant to
Section 3.11 need not be deposited by the Master Servicer in the Mayfair Mall
Custodial Account. If the Master Servicer shall deposit in the Mayfair Mall
Custodial Account any amount not required to be deposited therein, then
(notwithstanding anything herein to the contrary) it may at any time withdraw
such amount from the Mayfair Mall Custodial Account.

            As and when required pursuant to the Mayfair Mall Intercreditor
Agreement (and in any event during each month not later than the Business Day
following each Determination Date), the Master Servicer shall withdraw from the
Mayfair Mall Custodial Account and pay or reimburse such amounts as is permitted
under the related Mayfair Mall Intercreditor Agreement for purposes of the
reimbursement of Advances, the payment of interest on Advances, the payment of
Master Servicing Fees, Special Servicing Fees, Workout Fees, Liquidation Fees
and other permitted servicing compensation and the payment of any other
servicing expenses and fees relating to the Mayfair Mall Trust Mortgage Loan (or
any successor REO Trust Mortgage Loan with respect thereto) and each Mayfair
Mall Non-Trust Companion Loan (or any successor REO Non-Trust Companion Loan
with respect thereto), respectively (such payments and reimbursements to be made
in a manner consistent with how they would be made from the Collection Account
in respect of Trust Mortgage Loans and REO Trust Mortgage Loans), and, further,
pay to the Trust, as holder of the Mayfair Mall Trust Mortgage Loan under the
related Mayfair Mall Intercreditor Agreement, and to the respective Mayfair Mall
Non-Trust Companion Loan Holders, all amounts to which each of them is entitled
in respect of the Mayfair Mall Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with respect thereto) and the respective Mayfair Mall Non-Trust
Companion Loans (or any successor REO Non-Trust Companion Loans with respect
thereto), respectively, in accordance with the related Mayfair Mall
Intercreditor Agreement. The foregoing payments shall be made in accordance with
the Mayfair Mall Intercreditor Agreement. Payments to the Trust shall be made by
transfer of the applicable funds to the Collection Account, and payments to each
Mayfair Mall Non-Trust Companion Loan Holder shall be made in accordance with
the Mayfair Mall Intercreditor Agreement. Notwithstanding anything herein to the
contrary, all Servicing Advances made in respect of the Mayfair Mall Mortgage
Loan Combination or any related REO Property shall be deemed to be made on a pro
rata basis (by balance) on the Mayfair Mall Trust Mortgage Loan or any related
REO Trust Mortgage Loan and each Mayfair Mall Non-Trust Companion Loan or any
related REO Non-Trust Companion Loan, respectively. Servicing Advances made or
deemed made in respect of any Mayfair Mall Non-Trust Companion Loan (or any
successor REO Non-Trust Companion Loan with respect thereto) may only be
reimbursed hereunder, and interest on those Advances may only be paid hereunder,
from amounts received in respect of such Mayfair Mall Non-Trust Companion Loan
or any related REO Non-Trust Companion Loan; provided that Servicing Advances
made or deemed made in respect of any Mayfair Mall Non-Trust Companion Loan (or
any successor REO Non-Trust Companion Loan with respect thereto) may also be
reimbursed (together with interest thereon) out of amounts received from the
related Mayfair Mall Non-Trust Companion Loan Holder as and to the extent
contemplated by the Mayfair Mall Intercreditor Agreement. No amounts may be
withdrawn from the Collection Account to pay for the reimbursement of Servicing
Advances made or deemed made in respect of any Mayfair Mall Non-Trust Companion
Loan or any related REO Non-Trust Companion Loan or to pay Advance Interest on
those Advances. The Master Servicer shall seek reimbursement (with interest)
from the respective Mayfair Mall Non-Trust Companion Loan Holders for any
Servicing Advances made in respect of the Mayfair Mall Mortgage Loan Combination
or any related REO Property for which it is entitled to reimbursement from them
pursuant to the Mayfair Mall Intercreditor Agreement.

            The Master Servicer may pay itself monthly any Net Investment
Earnings with respect to the Mayfair Mall Custodial Account.

            Subject to Section 3.8.4 of the Mayfair Mall Intercreditor
Agreement, the Master Servicer may make withdrawals from the Mayfair Mall
Custodial Account to reimburse Mayfair Mall Cure Payments in respect of the
Mayfair Mall Mortgage Loan Combination, to the extent not otherwise reimbursable
hereunder.

            (g) Funds on deposit in the Collection Account and any Mortgage Loan
Combination Custodial Account may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06. Funds on deposit in the
Distribution Account, the Excess Interest Distribution Account and the Excess
Liquidation Proceeds Account may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06. The Master Servicer shall give
notice to the Trustee, the Special Servicer, the Rating Agencies and the
Depositor of the location of the Collection Account and any Mortgage Loan
Combination Custodial Account when first established and prior to any change
thereof. As of the Closing Date (or the date such account is established, if
later), the Distribution Account, the Excess Liquidation Proceeds Account and
the Excess Interest Distribution Account shall be located at the offices of the
Trustee. The Trustee shall give notice to the Master Servicer and the Depositor
of any new location of the Distribution Account, the Excess Liquidation Proceeds
Account or the Excess Interest Distribution Account, prior to any change
thereof.

            (h) Notwithstanding the foregoing or any other provision to the
contrary in this Agreement, the Master Servicer may maintain the Collection
Account, the Mayfair Mall Custodial Account and the respective A/B Mortgage Loan
Combination Custodial Accounts as multiple separate sub-accounts of a single
Eligible Account; provided that: (i) all deposits into and withdrawals from such
single Eligible Account shall be made in the same manner as would be the case if
the Collection Account, the Mayfair Mall Custodial Account and the respective
A/B Mortgage Loan Combination Custodial Accounts were maintained as multiple
separate accounts; (ii) all distributions on the Certificates will be calculated
and made in the same manner as would be the case if the Collection Account, the
Mayfair Mall Custodial Account and the respective A/B Mortgage Loan Combination
Custodial Accounts were maintained as multiple separate accounts; (iii) the
Master Servicer shall make credits and debits to those multiple sub-accounts in
a manner consistent with the provisions of this Agreement governing deposits and
withdrawals of funds to and from the Collection Account, the Mayfair Mall
Custodial Account and the respective A/B Mortgage Loan Combination Custodial
Accounts, respectively; (iv) the Master Servicer's maintaining the Collection
Account, the Mayfair Mall Custodial Account and the respective A/B Mortgage Loan
Combination Custodial Accounts as multiple separate sub-accounts of a single
Eligible Account (as opposed to in the form of multiple separate Eligible
Accounts) shall not materially and adversely affect any of the
Certificateholders, any Mayfair Mall Non-Trust Companion Loan Holder or any
B-Note Non-Trust Companion Loan Holder; and (v) such single Eligible Account
shall be entitled "[name of Master Servicer], as Master Servicer, in trust for
the registered holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2003-C4, [names of the
respective Mayfair Mall Non-Trust Companion Loan Holders] and [names of
respective B-Note Non-Trust Companion Loan Holders], as their interests may
appear, Collection/Custodial Account".

            Also notwithstanding the foregoing or any other provision to the
contrary in this Agreement, the Trustee may maintain the Distribution Account,
the Excess Interest Distribution Account, the Interest Reserve Account and the
Excess Liquidation Proceeds Account as four separate subaccounts of a single
Eligible Account; provided that: (i) all deposits into and withdrawals from such
single Eligible Account shall be made in the same manner as would be the case if
the Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account and the Excess Liquidation Proceeds Account were maintained as
four separate accounts; (ii) all distributions on the Certificates will be
calculated and made in the same manner as would be the case if the Distribution
Account, the Excess Interest Distribution Account, the Interest Reserve Account
and the Excess Liquidation Proceeds Account were maintained as four separate
accounts; (iii) the Trustee shall make debits and credits to those four
subaccounts in a manner consistent with the provisions of this Agreement
governing transfers of funds between the Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account, as the case may be; (iv) the Trustee's maintaining
the Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account and the Excess Liquidation Proceeds Account as four separate
subaccounts of a single Eligible Account (as opposed to in the form of four
separate Eligible Accounts) shall not materially and adversely affect any of the
Certificateholders; and (v) such single Eligible Account shall be entitled
"[name of Trustee], as Trustee, in trust for the registered holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-C4, Distribution Account, Excess Interest Distribution
Account, Interest Reserve Account and Excess Liquidation Proceeds Account".

            SECTION 3.05      Permitted Withdrawals from the Collection Account
                              and the Distribution Account.

            (a) The Master Servicer may, from time to time, make withdrawals
from the Collection Account maintained by it for any of the following purposes:

                  (i) to remit to the Trustee for deposit in the Distribution
      Account the amount required to be remitted pursuant to the first paragraph
      of Section 3.04(b) and clause (iii) of the second paragraph of Section
      3.04(b) and the amount to be applied to make P&I Advances by the Master
      Servicer pursuant to Section 4.03(a);

                  (ii) to pay Excess Interest on the ARD Trust Mortgage Loans
      and any successor REO Trust Mortgage Loans with respect thereto to the
      Excess Interest Distribution Account pursuant to Section 3.04(c);

                  (iii) to pay (x) to itself or the holder of the Excess
      Servicing Strip (subject to Section 3.11(a)), unpaid Master Servicing Fees
      to which it or such holder is entitled pursuant to Section 3.11(a) in
      respect of each Trust Mortgage Loan and REO Trust Mortgage Loan, and (y)
      to the Special Servicer, unpaid Special Servicing Fees to which it is
      entitled in accordance with Section 3.11(b) in respect of each Specially
      Serviced Trust Mortgage Loan and/or REO Trust Mortgage Loan, as
      applicable, the Master Servicer's rights, the rights of any other holder
      of the Excess Servicing Strip and the Special Servicer's rights to payment
      pursuant to this clause (iii) with respect to any Trust Mortgage Loan or
      REO Trust Mortgage Loan, as applicable, being limited to amounts received
      on or in respect of such Trust Mortgage Loan (whether in the form of
      payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or
      such REO Trust Mortgage Loan (whether in the form of REO Revenues,
      Liquidation Proceeds or Insurance and Condemnation Proceeds) that are
      allocable as a recovery of interest thereon;

                  (iv) to reimburse itself or the Trustee, as applicable, for
      unreimbursed P&I Advances, the Master Servicer's or the Trustee's right to
      receive payment pursuant to this clause (iv) being limited to amounts
      received which represent Late Collections of interest (net of the related
      Master Servicing Fees) on and principal of the particular Trust Mortgage
      Loans and REO Trust Mortgage Loans with respect to which such P&I Advances
      were made;

                  (v) to reimburse itself or the Trustee, as applicable, for
      unreimbursed Servicing Advances, the Master Servicer's or the Trustee's
      respective rights to receive payment pursuant to this clause (v) with
      respect to any Trust Mortgage Loan or REO Property being limited to, as
      applicable, related payments, Liquidation Proceeds, Insurance and
      Condemnation Proceeds and REO Revenues;

                  (vi) to reimburse itself or the Trustee, as applicable, for
      Nonrecoverable Advances out of general collections on the Trust Mortgage
      Loans and REO Properties (which reimbursement may (but is not required to)
      be made, in accordance with Section 3.03(d) and/or Section 4.03(d), as
      applicable, in installments over a period not to exceed 12 months);

                  (vii) at such time as it reimburses itself or the Trustee, as
      applicable, for (a) any unreimbursed P&I Advance pursuant to clause (iv)
      above, to pay itself or the Trustee, as applicable, any Advance Interest
      accrued and payable thereon in accordance with Section 4.03(d), (b) any
      unreimbursed Servicing Advances pursuant to clause (v) above or pursuant
      to Section 3.03(a)(ii), to pay itself or the Trustee, as the case may be,
      any Advance Interest accrued and payable thereon in accordance with
      Section 3.03(d) or (c) any Nonrecoverable Advances pursuant to clause (vi)
      above, to pay itself or the Trustee, as the case may be, any Advance
      Interest accrued and payable thereon (all such interest on Advances to be
      payable first out of Penalty Charges on the related Trust Mortgage Loan or
      REO Trust Mortgage Loan and then out of general collections on the Trust
      Mortgage Loans and REO Properties);

                  (viii) to pay the Special Servicer (or, if applicable, any
      predecessor thereto) earned and unpaid Workout Fees and Liquidation Fees
      with respect to any Specially Serviced Trust Mortgage Loan or REO Trust
      Mortgage Loan to which it is entitled pursuant to, and from the sources
      contemplated by, Section 3.11(b);

                  (ix) to reimburse itself, the Special Servicer, the Depositor
      or the Trustee, as the case may be, for any unreimbursed expenses
      reasonably incurred by such Person in respect of any Breach or Defect
      relating to a Trust Mortgage Loan and giving rise to a repurchase
      obligation of any Mortgage Loan Seller under Section 7 of the related
      Mortgage Loan Purchase Agreement, including, any expenses arising out of
      the enforcement of the repurchase obligation, each such Person's right to
      reimbursement pursuant to this clause (ix) with respect to any Trust
      Mortgage Loan being limited to that portion of the Purchase Price paid for
      such Trust Mortgage Loan that represents such expense in accordance with
      clause (v) of the definition of Purchase Price;

                  (x) subject to Section 2.03(b), to reimburse itself, the
      Trustee or the Special Servicer, as the case may be, out of general
      collections on the Trust Mortgage Loans and REO Properties for any
      unreimbursed expense reasonably incurred by such Person relating to a
      Trust Mortgage Loan in connection with the enforcement of any Mortgage
      Loan Seller's obligations under Section 7 of the related Mortgage Loan
      Purchase Agreement, but only to the extent that such expenses are not
      reimbursable pursuant to clause (ix) above or otherwise;

                  (xi) to pay itself, as additional master servicing
      compensation all amounts relating to the Mortgage Pool specified in the
      fourth and fifth paragraphs of Section 3.11(a); and to pay the Special
      Servicer, as additional special servicing compensation all amounts
      relating to the Mortgage Pool specified in the next to last paragraph of
      Section 3.11(b);

                  (xii) to recoup any amounts deposited in the Collection
      Account maintained by the Master Servicer in error;

                  (xiii) to pay itself, the Special Servicer, the Depositor or
      any of their respective directors, officers, employees and agents, as the
      case may be, any amounts payable to any such Person out of the Collection
      Account pursuant to Sections 6.03(a) or 6.03(b);

                  (xiv) to pay for (A) the cost of any Opinion of Counsel
      contemplated by Sections 11.01(a) or 11.01(c) in connection with an
      amendment to this Agreement requested by the Trustee or the Master
      Servicer, which amendment is in furtherance of the rights and interests of
      Certificateholders, (B) the cost of obtaining the REO Extension
      contemplated by Section 3.16(a) (the amounts contemplated by this clause
      may be paid from the Collection Account), (C) any reasonable out-of-pocket
      cost or expense (including the reasonable fees of tax accountants and
      attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in
      connection with providing advice to the Special Servicer with respect to
      any REO Property (except to the extent that the subject expense relates to
      any Mayfair Mall Non-Trust Companion Loan or any successor REO Non-Trust
      Companion Loan with respect thereto), and (D) to the extent not otherwise
      advanced by the Master Servicer, any fees and/or expenses payable or
      reimbursable, as the case may be, in accordance with Section 3.18, to the
      Master Servicer, the Trustee or an Independent third party for confirming,
      in accordance with such Section 3.18(b), a Fair Value determination made
      with respect to any Defaulted Trust Mortgage Loan;

                  (xv) to pay itself, the Special Servicer, the Trustee or the
      Depositor, as the case may be, any amount related to the Trust Mortgage
      Loans and/or REO Properties that is specifically required to be paid to
      such Person at the expense of the Trust Fund under any provision of this
      Agreement and to which reference is not made in any other clause of this
      Section 3.05(a), it being acknowledged that this clause (xv) shall not be
      construed to modify any limitation otherwise set forth in this Agreement
      on the time at which any Person is entitled to payment or reimbursement of
      any amount or the funds from which any such payment or reimbursement is
      permitted to be made;

                  (xvi) to pay, in accordance with Section 3.03(c), out of
      general collections on the Trust Mortgage Loans and any REO Properties,
      certain servicing expenses related to the Trust Mortgage Loans and REO
      Properties that would, if advanced, constitute Nonrecoverable Servicing
      Advances;

                  (xvii) to pay itself, the Special Servicer, a Mortgage Loan
      Seller or any other particular Person, as the case may be, with respect to
      each Trust Mortgage Loan, if any, previously purchased by such Person
      pursuant to this Agreement, all amounts received thereon subsequent to the
      date of purchase;

                  (xviii) to pay for the cost of any environmental testing
      performed at the Special Servicer's direction pursuant to the last
      sentence of Section 3.09(c) and to pay for the cost of any remedial
      actions taken in accordance with Section 3.09(c) to address actual or
      potential adverse environmental conditions;

                  (xix) to pay amounts payable (A) by the holder of the related
      A-Note Trust Mortgage Loan to any B-Note Non-Trust Companion Loan Holder
      under the related A/B Intercreditor Agreement or (B) by the holder of the
      Mayfair Mall Trust Mortgage Loan to any Mayfair Mall Non-Trust Companion
      Loan Holder pursuant to the Mayfair Mall Intercreditor Agreement;

                  (xx) to transfer the Excess Liquidation Proceeds to the Excess
      Liquidation Proceeds Account in accordance with Section 3.04(d); and

                  (xxi) to clear and terminate the Collection Account at the
      termination of this Agreement pursuant to Section 9.01;

provided that no party hereto shall be entitled to payment or reimbursement from
the Collection Account with respect to any A-Note Trust Mortgage Loan or related
REO Property for which it can be reimbursed out of the related A/B Mortgage Loan
Combination Custodial Account (other than Nonrecoverable Advances and interest
thereon) or with respect to the Mayfair Mall Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto for which it can be
reimbursed out of the Mayfair Mall Custodial Account (other than P&I Advances,
Nonrecoverable Servicing Advances and interest thereon).

            Subject to the provisions of Section 3.03(c), the Master Servicer
shall pay to the Special Servicer from the Master Servicer's Collection Account
on the Master Servicer Remittance Date amounts permitted to be paid to the
Special Servicer therefrom based upon an Officer's Certificate received from the
Special Servicer on the first Business Day following the immediately preceding
Determination Date describing the item and amount to which the Special Servicer
is entitled. The Master Servicer may rely conclusively on any such certificate
and shall have no duty to re-calculate the amounts stated therein. The Special
Servicer shall keep and maintain separate accounting for each Specially Serviced
Mortgage Loan and REO Property, on a loan-by-loan and property-by-property
basis, for the purpose of justifying any request thereby for withdrawal from a
Collection Account.

            The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan and property-by-property basis when appropriate, for
the purpose of justifying any withdrawal from the Collection Account.

            (b) The Trustee, may, from time to time, make or be deemed to make
withdrawals from the Distribution Account for any of the following purposes:

                  (i) to make distributions of the Available Distribution Amount
      and any Yield Maintenance Charges on the Trust Mortgage Loans and REO
      Trust Mortgage Loans to the Certificateholders pursuant to Section 4.01;

                  (ii) to pay the Trustee accrued but unpaid Trustee Fees;

                  (iii) to pay to the Trustee or any of their Affiliates,
      directors, officers, employees and agents, as the case may be, any amounts
      payable or reimbursable out of the Distribution Account to any such Person
      hereunder, including pursuant to Section 6.03(a), 6.03(b), 8.05(c) or
      8.05(d);

                  (iv) to pay for the cost of recording this Agreement;

                  (v) to pay for the cost of the Opinion of Counsel contemplated
      by Section 11.01(c) in connection with any amendment to this Agreement
      requested by the Trustee;

                  (vi) to pay any and all federal, state and local taxes imposed
      on any of the REMIC Pools or any of their assets or transactions, together
      with all incidental costs and expenses, to the extent that none of the
      Depositor, the Master Servicer, the Special Servicer or the Trustee is
      liable therefor;

                  (vii) to recoup any amounts deposited in the Distribution
      Account in error;

                  (viii) to transfer amounts required to be transferred to the
      Interest Reserve Account pursuant to Section 3.28(a);

                  (ix) to pay the Trustee any Net Investment Earnings on funds
      in the Distribution Account pursuant to Section 3.06; and

                  (x) to clear and terminate the Distribution Account at the
      termination of this Agreement pursuant to Section 9.01.

            (c) Notwithstanding anything herein to the contrary, with respect to
      any Trust Mortgage Loan, (i) if amounts on deposit in the Collection
      Account and the Distribution Account are not sufficient to pay the full
      amount of the Master Servicing Fee listed in Section 3.05(a)(iii) and the
      Trustee Fee listed in Section 3.05(b)(ii), then the Trustee Fee shall be
      paid in full prior to the payment of any Master Servicing Fees payable
      under Section 3.05(a)(ii) and (ii) if amounts on deposit in the Collection
      Account are not sufficient to reimburse the full amount of, together with
      interest on, Advances listed in Sections 3.05(a)(iv), (v), (vi) and (vii),
      then reimbursements shall be paid first to the Trustee and then to the
      Master Servicer.

            SECTION 3.06      Investment of Funds in the Collection Account,
                              Mortgage Loan Combination Custodial Accounts,
                              Servicing Accounts, Cash Collateral Accounts,
                              Lock-Box Accounts, the Interest Reserve Account,
                              Distribution Account, Excess Liquidation Proceeds
                              Account, Excess Interest Distribution Account and
                              the REO Account.

            (a)   (i) The Master Servicer may direct any depository institution
maintaining for the Master Servicer the Collection Account, any Mortgage Loan
Combination Custodial Account, any Servicing Account, any Cash Collateral
Account and any Lock-Box Account (any of the foregoing accounts listed in this
clause (i) for purposes of this Section 3.06, a "Master Servicer Account"), (ii)
the Special Servicer may direct any depository institution maintaining the REO
Account and (iii) the Trustee may direct any depository institution maintaining
the Excess Liquidation Proceeds Account, the Excess Interest Distribution
Account, the Distribution Account and the Interest Reserve Account (any of the
foregoing accounts listed in this clause (iii) for purposes of this Section
3.06, a "Trustee Account" and any of the Master Servicer Accounts, the Trustee
Accounts and the REO Account, for purposes of this Section 3.06, an "Investment
Account"), to invest (or if such depository institution is the Master Servicer,
Special Servicer or the Trustee, as applicable, it may itself invest) the funds
held therein solely in one or more Permitted Investments bearing interest or
sold at a discount, and maturing, unless payable on demand, (A) no later than
the Business Day immediately preceding the next succeeding date on which such
funds are required to be withdrawn from such account pursuant to this Agreement,
if a Person other than the depository institution maintaining such account is
the obligor thereon and (B) no later than the date on which such funds are
required to be withdrawn from such account pursuant to this Agreement, if the
depository institution maintaining such account is the obligor thereon. All such
Permitted Investments shall be held to maturity, unless payable on demand. Any
investment of funds in an Investment Account shall be made in the name of the
Trustee (in its capacity as such).

            The Master Servicer (in the case of any Master Servicer Account) or
the Special Servicer (in the case of the REO Account), on behalf of the Trustee,
or the Trustee (in the case of any Trustee Account) shall be the "entitlement
holder", as such term is defined in the UCC, of any Permitted Investment that is
a "security entitlement", as such term is defined in the UCC, and maintain
continuous possession of any Permitted Investment of amounts in such accounts
that is either (i) a "certificated security", as such term is defined in the UCC
or (ii) other property in which a secured party may perfect its security
interest by possession under the UCC or any other applicable law. Possession of
any such Permitted Investment by the Master Servicer or Special Servicer shall
constitute possession by the Trustee, as secured party, for purposes of Section
9-313 of the UCC and any other applicable law. In the event amounts on deposit
in an Investment Account are at any time invested in a Permitted Investment
payable on demand, the Master Servicer (in the case of any Master Servicer
Account), the Special Servicer (in the case of the REO Account) or the Trustee
(in the case of any Trustee Account) shall:

                  (i) consistent with any notice required to be given
      thereunder, demand that payment thereon be made on the last day such
      Permitted Investment may otherwise mature hereunder in an amount equal to
      the lesser of (A) all amounts then payable thereunder and (B) the amount
      required to be withdrawn on such date; and

                  (ii) demand payment of all amounts due thereunder promptly
      upon determination by the Master Servicer, Special Servicer or the
      Trustee, as the case may be, that such Permitted Investment would not
      constitute a Permitted Investment in respect of funds thereafter on
      deposit in the Investment Account.

            (b) Interest and investment income realized on funds and deposited
in each of the Master Servicer Accounts to the extent of the Net Investment
Earnings, if any, with respect to such account for each Collection Period shall
be for the sole and exclusive benefit of the Master Servicer to the extent not
required to be paid to the related Borrower and shall be subject to its
withdrawal, or withdrawal at its direction, in accordance with Section 3.03(a),
3.04(e), 3.04(f), 3.05(a) or 3.27, as the case may be. Interest and investment
income realized on funds deposited in the REO Account, to the extent of the Net
Investment Earnings, if any, with respect to such account for each Collection
Period, shall be for the sole and exclusive benefit of the Special Servicer and
shall be subject to withdrawal, or withdrawal at its direction, in accordance
with Section 3.16(c). Interest and investment income realized on funds and
deposited in each of the Trustee Accounts, to the extent of the Net Investment
Earnings, if any, with respect to such account for each period from the day
succeeding any Distribution Date to the next succeeding Distribution Date shall
be for the sole and exclusive benefit of the Trustee, but shall be subject to
withdrawal in accordance with Section 3.04(c), 3.04(d), 3.05(b) or 3.28. If any
loss shall be incurred in respect of any Permitted Investment directed to be
made by the Master Servicer or the Special Servicer, as applicable, other than
any loss on an investment made at the direction of the Borrower or made as
required under the Mortgage Loan Documents and on deposit in any of the Master
Servicer Accounts (in the case of the Master Servicer), the Master Servicer or
the Special Servicer, as applicable, shall deposit therein, no later than the
next Determination Date, without right of reimbursement, the amount of the Net
Investment Loss, if any, with respect to such account for the most recently
ended Collection Period; provided, however, that such Net Investment Loss shall
not include any loss incurred as a result of the insolvency of the federal or
state chartered depository institution or trust company that holds such account.
If any loss shall be incurred in respect of any Permitted Investment directed to
be made by the Trustee and on deposit in any of the Trustee Accounts, the
Trustee shall deposit therein, no later than the next Distribution Date, without
right of reimbursement, the amount of the Net Investment Loss, if any, with
respect to such account for the period from and including the day succeeding the
immediately preceding Distribution Date (or, in the case of the initial
Distribution Date, from and including the Closing Date) to and including such
Distribution Date.

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may (and, subject to Section 8.02, upon the request of
Holders of Certificates entitled to a majority of the Voting Rights allocated to
any Class shall) take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.

            Notwithstanding the investment of funds held in any Investment
Account pursuant to this Section 3.06, for purposes of calculating the Available
Distribution Amount, the amounts so invested shall be deemed to remain on
deposit in such account.

            SECTION 3.07      Maintenance of Insurance Policies; Errors and
                              Omissions and Fidelity Coverage.

            (a) Subject to the following sentence, the Master Servicer shall use
its reasonable efforts, consistent with the Servicing Standard, to cause the
related Borrower to maintain, for each Mortgage Loan any and all Insurance
Policy coverage as is required under the related Mortgage Loan Documents (and,
if the related Borrower fails to do so, the Master Servicer shall itself
maintain such Insurance Policy coverage to the extent the Trustee as mortgagee
has an insurable interest in the related Mortgaged Property and to the extent
such Insurance Policy coverage is available at commercially reasonable rates, as
determined by the Master Servicer in accordance with the Servicing Standard);
provided that, subject to Section 3.07(f), if any Mortgage permits the holder
thereof to dictate to the Borrower the Insurance Policy coverage to be
maintained on such Mortgaged Property, the Master Servicer or Special Servicer,
as applicable, shall impose such insurance requirements as are consistent with
the Servicing Standard; and provided, further, that the Master Servicer is not
required to make a Nonrecoverable Servicing Advance to maintain any such
Insurance Policy. The Master Servicer shall use its reasonable efforts to cause
the related Borrower to maintain, and if the related Borrower does not so
maintain, the Master Servicer shall maintain, all-risk casualty insurance which
does not contain any carve-out for (or, alternatively, a separate insurance
policy that expressly provides coverage for) property damage resulting from a
terrorist or similar act, to the extent not prohibited by the terms of the
related Mortgage Loan Documents; provided that the Master Servicer shall not be
required to call default under a Mortgage Loan if the related Borrower fails to
maintain such insurance, and the Master Servicer shall not be required to
maintain such insurance, if, in each case, the Special Servicer has determined
in accordance with the Servicing Standard that either (a) such insurance is not
available at commercially reasonable rates and that such hazards are not at the
time commonly insured against for properties similar to the subject Mortgaged
Property and located in or around the region in which the subject Mortgaged
Property is located or (b) such insurance is not available at any rate; and
provided, further, that the Master Servicer shall use reasonable efforts,
consistent with the Servicing Standard, to enforce any express provisions in the
related Mortgage Loan Documents relating to insurance against loss or damage
resulting from terrorist or similar acts. Subject to Section 3.17(a), the
Special Servicer shall maintain for each REO Property no less Insurance Policy
coverage than was previously required of the Borrower under the related Mortgage
Loan(s) or, at Special Servicer's election, coverage satisfying insurance
requirements consistent with the Servicing Standard; provided that such coverage
is available at commercially reasonable rates.

            All such Insurance Policies shall (i) contain a "standard" mortgagee
clause, with loss payable to the Master Servicer on behalf of the Trustee (in
the case of insurance maintained in respect of Mortgage Loans) or the Special
Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of REO Properties), (ii) include coverage in an amount not less than the
lesser of the full replacement cost of the improvements which are a part of the
Mortgaged Property or the outstanding principal balance owing on the related
Mortgage Loan(s), but in any case in such an amount so as to avoid the
application of any co-insurance clause, (iii) include a replacement cost
endorsement providing no deduction for depreciation (unless such endorsement is
not permitted under the related Mortgage Loan Documents) and (iv) be issued by
either (X) a Qualified Insurer or (Y) for any Insurance Policy being maintained
by the related Borrower, an insurance carrier meeting the requirements of the
related Mortgage Loan Documents (provided that such Qualified Insurer or other
insurance carrier is authorized under applicable law to issue such Insurance
Policies). Any amounts collected by the Master Servicer or Special Servicer
under any such Insurance Policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property or REO Property or
amounts to be released to the related Borrower, in each case in accordance with
the Servicing Standard and the provisions of the related Mortgage Loan
Documents) shall be deposited: (i) in the case of a Mortgage Loan, in the
Collection Account or any related Mortgage Loan Combination Custodial Account,
as applicable in accordance with Section 3.04, maintained by the Master
Servicer, subject to withdrawal pursuant to Section 3.05(a) or 3.04(e), as
applicable; and (ii) in the case of an REO Property, in the REO Account
maintained by the Special Servicer, subject to withdrawal pursuant to Section
3.16(c).

            Any costs incurred by the Master Servicer in maintaining any such
Insurance Policies in respect of Mortgage Loans if the Borrower defaults on its
obligation to maintain such Insurance Policies shall be advanced by and
reimbursable to the Master Servicer as a Servicing Advance. The amounts so
advanced shall not, for purposes of calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance of the related
Trust Mortgage Loan, notwithstanding that the terms of such Trust Mortgage Loan
so permit. Any cost incurred by the Special Servicer in maintaining any such
Insurance Policies with respect to REO Properties shall be an expense of the
Trust Fund payable out of the related REO Account pursuant to Section 3.16(c)
or, if the amount on deposit therein is insufficient therefor, advanced by and
reimbursable to the Master Servicer as a Servicing Advance.

            (b) If the Master Servicer or Special Servicer obtains and maintains
a blanket Insurance Policy with a Qualified Insurer insuring against fire and
hazard losses on all of the Mortgage Loans or REO Properties, as the case may
be, required to be serviced and administered by it hereunder, and such Insurance
Policy provides protection equivalent to the individual policies otherwise
required, then the Master Servicer or Special Servicer, as the case may be,
shall conclusively be deemed to have satisfied its obligation to cause fire and
hazard insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such blanket Insurance Policy may contain a deductible clause, in
which case if there shall not have been maintained on the related Mortgaged
Property or REO Property a fire and hazard Insurance Policy complying with the
requirements of Section 3.07(a), and there shall have been one or more losses
which would have been covered by such individual Insurance Policy, the Master
Servicer or the Special Servicer shall promptly deposit into the Collection
Account or any related Mortgage Loan Combination Custodial Account, as
applicable in accordance with Section 3.04, from its own funds the portion of
such loss or losses that would have been covered under the individual policy
(giving effect to any deductible limitation or, in the absence of such
deductible limitation, the deductible limitation that is consistent with the
Servicing Standard) but is not covered under the blanket Insurance Policy
because of such deductible clause. The Master Servicer or Special Servicer, as
applicable, shall prepare and present, on behalf of itself, the Trustee, the
Certificateholders and any affected Non-Trust Companion Loan Holders, claims
under any such blanket Insurance Policy in a timely fashion in accordance with
the terms of such policy. The Special Servicer, to the extent consistent with
the Servicing Standard, may maintain earthquake insurance on REO Properties;
provided that such coverage is available at commercially reasonable rates.

            If the Master Servicer or Special Servicer causes any Mortgaged
Property to be covered by a master single interest Insurance Policy with a
Qualified Insurer naming the Master Servicer or Special Servicer as the loss
payee, then to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, the Master Servicer or Special
Servicer shall conclusively be deemed to have satisfied its obligation to cause
such insurance to be maintained on the related Mortgage Properties. If the
Master Servicer or Special Servicer, as applicable, causes any Mortgaged
Property or REO Property to be covered by such master single interest Insurance
Policy, the incremental costs of such insurance applicable to such Mortgaged
Property (i.e., other than any minimum or standby premium payable for such
policy whether or not any Mortgaged Property is covered thereby) shall be paid
by and reimbursable to the Master Servicer as a Servicing Advance. Such master
single interest Insurance Policy may contain a deductible clause, in which case
the Master Servicer or the Special Servicer, as applicable, shall, if (A) there
shall not have been maintained on the related Mortgaged Property or REO Property
a policy otherwise complying with the provisions of Section 3.07(a) and (B)
there shall have been one or more losses which would have been covered by such
policy had it been maintained, deposit into the Collection Account or any
related Mortgage Loan Combination Custodial Account, as applicable in accordance
with Section 3.04, from its own funds the amount not otherwise payable under the
master single interest Insurance Policy because of such deductible clause, to
the extent that any such deductible exceeds the deductible limitation that
pertained to the related Trust Mortgage Loan, or, in the absence of any such
deductible limitation, the deductible limitation which is consistent with the
Servicing Standard.

            (c) The Master Servicer and Special Servicer, respectively, shall
maintain, at their own expense, a blanket fidelity bond (a "Fidelity Bond") and
an errors and omissions insurance policy with a Qualified Insurer, with coverage
on all of its officers or employees acting in any capacity requiring such
persons to handle funds, money, documents or paper relating to the Mortgage
Loans ("Master Servicer Employees", in the case of the Master Servicer, and
"Special Servicer Employees", in the case of the Special Servicer). Any such
Fidelity Bond and errors and omissions insurance shall protect and insure the
Master Servicer against losses, including forgery, theft, embezzlement, fraud,
errors and omissions, failure to maintain any insurance policies required
pursuant to the Agreement and negligent acts of the Master Servicer Employees or
Special Servicer Employees. Such errors and omissions policy shall also protect
and insure the Master Servicer against losses in connection with the release or
satisfaction of a Mortgage Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Section requiring such
Fidelity Bond and errors and omissions insurance shall diminish or relieve the
Master Servicer or Special Servicer from its duties and obligations as set forth
in this Agreement.

            The minimum coverage under any such Fidelity Bond and errors and
omissions insurance policy shall be at least equal to the greater of (i) the
amount necessary for the Master Servicer or Special Servicer, as applicable, to
qualify as a FNMA or FHLMC servicer or in an amount that would meet the
requirements of prudent institutional commercial mortgage loan servicers for
similar transactions, and (ii) $1,000,000. Notwithstanding the foregoing, so
long as the long-term debt or the deposit obligations or claims-paying ability
of the Master Servicer or Special Servicer (or its immediate or remote parent)
is rated at least "A" by S&P and "A2" by Moody's, the Master Servicer or Special
Servicer, respectively, shall be allowed to provide self-insurance with respect
to a Fidelity Bond and such errors and omissions policy; provided that if such
ratings requirement is satisfied by the ratings of the immediate or remote
parent of the Master Servicer or Special Servicer, as applicable, such parent
entity shall provide the Trustee with a written guarantee of the obligations of
the Master Servicer or the Special Servicer, as applicable, in connection with
such self-insurance. Coverage of the Master Servicer or the Special Servicer
under a policy or bond obtained by an Affiliate of the Master Servicer or the
Special Servicer and providing the coverage required by this Section 3.07(c)
shall satisfy the requirements of this Section 3.07(c).

            The Special Servicer and the Master Servicer will promptly report in
writing to the Trustee any material changes that may occur in their respective
Fidelity Bonds, if any, and/or their respective errors and omissions Insurance
Policies, as the case may be, and will furnish to the Trustee copies of all
binders and policies or certificates evidencing that such bonds, if any, and
insurance policies are in full force and effect.

            (d) With respect to the Mortgage Loans that (i) require earthquake
insurance, or (ii) (A) at the date of origination were secured by Mortgaged
Properties on which the related Borrower maintained earthquake insurance and (B)
have provisions which enable the Master Servicer to continue to require the
related Borrower to maintain earthquake insurance, the Master Servicer shall
require the related Borrower to maintain such insurance in the amount, in the
case of clause (i), required by the related Mortgage Loan Documents and in the
amount, in the case of clause (ii), maintained at origination, in each case, to
the extent such amounts are available at commercially reasonable rates. Any
determination by the Master Servicer that such insurance is not available at
commercially reasonable rates with respect to a Mortgage Loan for which any
related Mortgaged Property has a "Probable Maximum Loss", bounded on the basis
of 50 years, in excess of 20% shall be subject to confirmation by each Rating
Agency that such determination not to purchase such insurance will, in and of
itself, not result in a downgrade, qualification or withdrawal of any of the
then-current ratings assigned to the Certificates rated by such Rating Agency.
The Master Servicer shall use reasonable efforts to cause the related Borrower
to pay the costs of such confirmation, otherwise, such costs shall be a Trust
Fund expense.

            (e) The Master Servicer and Special Servicer shall review and be
familiar with the terms and conditions relating to enforcing claims and shall
monitor the dates by which any claim or action is required to be taken under
each insurance policy to realize the full value of such policy for the benefit
of Certificateholders.

            (f) If, as of the Closing Date, a Mortgaged Property (other than an
REO Property) shall be in a federally designated special flood hazard area (if
flood insurance has been made available), or if the Master Servicer becomes
aware, in performing its duties under this Agreement, that a Mortgaged Property
becomes located in such area by virtue of remapping conducted by the Federal
Emergency Management Agency, the Master Servicer will use its reasonable efforts
to cause the related Borrower (in accordance with applicable law and the terms
of the related Mortgage Loan Documents) to maintain, and, if the related
Borrower shall default in any such obligation to so maintain, the Master
Servicer shall itself maintain (to the extent available at commercially
reasonable rates (as determined by the Master Servicer in accordance with the
Servicing Standard) and the Trustee as Mortgagee has an insurable interest in
the related Mortgaged Property), flood insurance in respect thereof, but only to
the extent the related Mortgage Loan Documents permit the mortgagee to require
such coverage and the maintenance of such coverage is consistent with the
Servicing Standard. Such flood insurance shall be in an amount equal to the
least of (i) the unpaid principal balance of the related Mortgage Loan(s), (ii)
the maximum amount of insurance which is available under the National Flood
Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as amended,
and (iii) the amount required by the related Mortgage Loan Documents. If the
cost of any insurance described above is not borne by the Borrower, the Master
Servicer shall promptly make a Servicing Advance for such costs, subject to
Section 3.03(c).

            (g) During all such times as any REO Property shall be located in a
federally designated special flood hazard area, the Special Servicer will cause
to be maintained, to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing Standard), a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in an amount equal to the least of (i) the
unpaid principal balance of the related REO Mortgage Loan(s), (ii) the maximum
amount of insurance which is available under the National Flood Insurance Act of
1968 and the Flood Disaster Protection Act of 1973, as amended, and (iii) the
amount required by the related Mortgage Loan Documents. The cost of any such
flood insurance with respect to an REO Property shall be an expense of the Trust
Fund payable out of the related REO Account pursuant to Section 3.16(c) or, if
the amount on deposit therein is insufficient therefor, paid by the Master
Servicer as a Servicing Advance.

            (h) Subject to the related Mortgage Loan Documents, the Master
Servicer shall require that each policy of business income insurance maintained
by a Borrower have a minimum term of at least twelve months.

            (i) Within 45 days after the Closing Date, with respect to each
Trust Mortgage Loan covered by an Environmental Insurance Policy as identified
on Exhibit P, the Master Servicer shall notify each Environmental Insurer that
(A) both the Master Servicer and the Special Servicer shall be sent notices
under the related Environmental Insurance Policy and (B) the Trustee, on behalf
of the Trust and any affected Non-Trust Companion Loan Holder(s), shall be the
loss payee under the related Environmental Insurance Policy. The Master Servicer
and the Special Servicer shall abide by the terms and conditions precedent to
payment of claims under any Environmental Insurance Policy and shall take all
such action as may be required to comply with the terms and provisions of such
policy in order to maintain, in full force and effect, such policy.

            (j) In the event the Master Servicer has actual knowledge of any
event (an "Insured Environmental Event") giving rise to a claim under any
Environmental Insurance Policy in respect of any Mortgage Loan covered thereby,
the Master Servicer shall, in accordance with the terms of such Environmental
Insurance Policy and the Servicing Standards, timely make a claim thereunder
with the appropriate insurer and shall take such other actions in accordance
with the Servicing Standard which are necessary under such Environmental
Insurance Policy in order to realize the full value thereof for the benefit of
the Certificateholders. Any legal fees, premiums or other out-of-pocket costs
incurred in accordance with the Servicing Standards under an Environmental
Insurance Policy shall be paid by the Master Servicer and shall be reimbursable
to it as a Servicing Advance.

            In the event that the Master Servicer receives notice of any
termination of any Environmental Insurance Policy that relates to one or more of
the Mortgage Loans, the Master Servicer shall, within three Business Days after
receipt of such notice, notify the Special Servicer, the Series 2003-C4
Directing Certificateholder, any affected Non-Trust Companion Loan Holder(s),
the Rating Agencies and the Trustee of such termination in writing. Upon receipt
of such notice, the Master Servicer or Special Servicer shall address such
termination in accordance with Section 3.07(a) in the same manner as it would
the termination of any other Insurance Policy required under the related
Mortgage Loan Documents.

            SECTION 3.08      Enforcement of Due-on-Sale and Due-on-Encumbrance
                              Clauses; Assumption Agreements; Defeasance
                              Provisions; Other Provisions.

            (a)   (i) As to each Mortgage Loan which contains a provision in the
nature of a "due-on-sale" clause, which by its terms:

                  (A)   provides that such Mortgage Loan shall (or may at the
                        mortgagee's option) become due and payable upon the sale
                        or other transfer of an interest in the related
                        Mortgaged Property or the related Borrower or

                  (B)   provides that such Mortgage Loan may not be assumed
                        without the consent of the mortgagee in connection with
                        any such sale or other transfer,

      the Master Servicer shall provide notice to the Special Servicer of any
      request for a waiver thereof, and the Master Servicer (with respect to any
      KeyBank Trust Mortgage Loans that are Performing Trust Mortgage Loans) and
      the Special Servicer (with respect to all other Mortgage Loans) shall, if
      and to the extent necessary, enforce such due-on-sale clause, unless the
      Special Servicer (in all cases, including KeyBank Trust Mortgage Loans
      that are Performing Trust Mortgage Loans) determines, in accordance with
      the Servicing Standard, that (1) not declaring an Event of Default (as
      defined in the related Mortgage Loan Documents) or (2) granting such
      consent, as applicable, would be likely to result in a greater recovery
      (or an equal recovery, provided the other conditions for an assumption or
      waiver of a due-on-sale clause are met), on a present value basis
      (discounting at the related Mortgage Rate), than would enforcement of such
      clause or the failure to grant such consent. If the Special Servicer
      determines that (1) not declaring an Event of Default (as defined in the
      related Mortgage) or (2) granting such consent, as applicable, would be
      likely to result in a greater recovery (or an equal recovery, provided
      that the other conditions for an assumption or waiver of a due-on-sale
      clause are met), the Master Servicer (in the case of a KeyBank Trust
      Mortgage Loan that is a Performing Trust Mortgage Loan) and the Special
      Servicer (in the case of any other Mortgage Loan) shall take or enter into
      an assumption agreement from or with the proposed transferee as obligor
      thereon, provided that (x) the credit status of the prospective transferee
      is in compliance with the Servicing Standard and the terms of the related
      Mortgage Loan Documents and (y) with respect to any Trust Mortgage Loan
      which is a Significant Trust Mortgage Loan, the Master Servicer or the
      Special Servicer, as applicable, shall have received written confirmation
      from each of the Rating Agencies that such assumption would not, in and of
      itself, cause a downgrade, qualification or withdrawal of any of the
      then-current ratings assigned to the Certificates. The Master Servicer (in
      the case of a KeyBank Trust Mortgage Loan that is a Performing Trust
      Mortgage Loan) and the Special Servicer (in the case of any other Mortgage
      Loan) shall use reasonable efforts to cause the related Borrower to pay
      the costs of such confirmation, otherwise, such costs shall be a Trust
      Fund expense.

                  (ii) Notwithstanding the provisions of any Mortgage Loan,
      foreclosure by a Mezzanine Loan Holder on any Mezzanine Loan Collateral
      securing a Mezzanine Loan to an affiliate of the related Borrower shall
      not, for purposes of this Agreement, be deemed to be a violation of the
      due-on-sale clause of the related Mortgage Loan Documents or of clause (i)
      of this Section 3.08(a) so long as the foreclosing party is a Permitted
      Mezzanine Loan Holder, and other material requirements of the related
      intercreditor agreement are satisfied.

                  (iii) Neither the Master Servicer nor the Special Servicer
      shall (x) consent to the foreclosure of any Mezzanine Loan other than by a
      Permitted Mezzanine Loan Holder or (y) consent to the transfer of any
      Mezzanine Loan except to a Permitted Mezzanine Loan Holder, except, in
      each case, as otherwise provided in Section 3.08(a)(i). Neither the
      consent of the Master Servicer nor the consent of the Special Servicer
      shall be required for the foreclosure by a Permitted Mezzanine Loan Holder
      if an event of default has been declared under the related Mortgage
      Loan(s) (and each Rating Agency has been notified of such event of
      default), except as set forth in any related intercreditor agreement. In
      no event shall a Mezzanine Loan Holder be required to pay any assumption
      fee, modification fee or other service charge in connection with any
      foreclosure upon Mezzanine Loan Collateral, transfer of ownership of the
      related Mortgaged Property to such Mezzanine Loan Holder and/or assumption
      of the related Mortgage Loan. Nothing herein shall prevent a Mezzanine
      Loan Holder from appointing a receiver or trustee with respect to any
      Mezzanine Loan Collateral, foreclosing upon any reserves, escrow accounts
      or cash collateral accounts pledged under the related Mezzanine Loan
      (provided none of such accounts have been pledged under the related
      Mortgage Loan) or otherwise taking an assignment of any cash flows from
      any Mezzanine Loan Collateral.

            (b) As to each 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, at the
      mortgagee's option, may) become due and payable upon the creation of any
      additional lien or other encumbrance on the related Mortgaged Property or

                  (ii) requires the consent of the mortgagee to the creation of
      any such additional lien or other encumbrance on the related Mortgaged
      Property,

the Master Servicer shall provide notice to the Special Servicer of any request
for a waiver thereof, and the Master Servicer (with respect to any KeyBank Trust
Mortgage Loans that are Performing Trust Mortgage Loans) and Special Servicer
(with respect to any other Mortgage Loans) shall, if and to the extent
necessary, enforce such due-on-encumbrance clause and in connection therewith
shall (i) accelerate payments thereon or (ii) withhold its consent to such lien
or encumbrance, unless the Special Servicer (in all cases, including KeyBank
Trust Mortgage Loans that are Performing Trust Mortgage Loans): (x) determines,
in accordance with the Servicing Standard, that (1) not accelerating payments on
such Mortgage Loan or (2) granting such consent, as applicable, would result in
a greater recovery on a present value basis (discounting at the related Mortgage
Rate) than would enforcement of such clause or the failure to grant such
consent; and (y) with respect to any Trust Mortgage Loan which (i) is a
Significant Trust Mortgage Loan or (ii) has a Loan-to-Value Ratio equal to or
greater than 85% or a Debt Service Coverage Ratio equal to or less than 1.2x (in
each case, treating the existing debt on the subject Mortgaged Property and the
proposed additional debt as if such total debt were a single Trust Mortgage
Loan), receives (including, in the case of a KeyBank Trust Mortgage Loan that is
a Performing Trust Mortgage Loan, through the Master Servicer) prior written
confirmation from each of the Rating Agencies that (1) not accelerating such
payments or (2) granting such consent, as applicable, would not, in and of
itself, cause a downgrade, qualification or withdrawal of any of the
then-current ratings assigned to the Certificates. To the extent permitted by
the related Mortgage Loan Documents, the Master Servicer (with respect to any
KeyBank Trust Mortgage Loans that are Performing Trust Mortgage Loans) or the
Special Servicer (with respect to all other Mortgage Loans) will require the
Borrower to pay the costs associated with such Rating Agency confirmation,
otherwise it is considered a Trust Fund expense.

            (c) Any approval required to be obtained by the Master Servicer from
the Special Servicer for any action taken by the Master Servicer pursuant to
this Section 3.08 with respect to a KeyBank Trust Mortgage Loan that is a
Performing Trust Mortgage Loan (the giving of which approval shall be subject to
the Servicing Standard and Section 3.21) shall be deemed given if not denied in
writing within ten (10) Business Days (or, in the case of an assumption
transaction, 10 days) after receipt by the Special Servicer of the Master
Servicer's written recommendation and analysis and any additional information
requested by the Special Servicer or the Series 2003-C4 Directing
Certificateholder, as applicable. If any such action taken by the Master
Servicer pursuant to this Section 3.08 requires the approval of the Series
2003-C4 Directing Certificateholder, then such approval shall be deemed given if
not denied in writing within ten (10) Business Days (or, in the case of an
assumption transaction, 10 days), which 10-Business Day (or 10-day, as
applicable) period shall coincide with the Special Servicer's 10-Business Day
(or 10-day, as applicable) period to object set forth in the preceding sentence.
Nothing in this Section 3.08 shall constitute a waiver of the Trustee's right,
as the mortgagee of record, to receive notice of any assumption of a Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the
creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.

            (d) Except as otherwise permitted by Section 3.20, the Master
Servicer or the Special Servicer, as applicable, shall not agree to modify,
waive or amend any payment term of any Mortgage Loan in connection with the
taking of, or the failure to take, any action pursuant to this Section 3.08.

            (e) Notwithstanding any other provisions of this Section 3.08, the
Master Servicer may (without the consent of the Special Servicer) grant a
Borrower's request for consent to subject the related Mortgaged Property to an
easement or right-of-way for utilities, access, parking, public improvements or
another purpose and may consent to subordination of the related Mortgage Loan(s)
to such easement or right-of-way; provided that the Master Servicer shall have
determined (i) in accordance with the Servicing Standard that such easement or
right-of-way will not materially interfere with the then-current use of the
related Mortgaged Property or the security intended to be provided by such
Mortgage and will not materially or adversely affect the value of such Mortgaged
Property and (ii) that no REMIC Pool will fail to qualify as a REMIC as a result
thereof and that no tax on "prohibited transactions" or "contributions" after
the Closing Date would be imposed on any REMIC Pool as a result thereof; and
provided, further that the Master Servicer shall cause the Borrower to pay the
costs (including attorneys' fees and expenses) associated with the determination
described in clause (ii).

            (f) With respect to any Mortgage Loan which permits release of
Mortgaged Properties through defeasance (each, a "Defeasance Mortgage Loan"), to
the extent permitted under the related Mortgage Loan Documents:

                  (i) The Master Servicer shall effect such defeasance only
      through the purchase of direct, non-callable U.S. government obligations
      satisfying the REMIC Provisions ("Defeasance Collateral") which purchase
      shall be made in accordance with the terms of the related Mortgage Loan
      Documents (except that the Master Servicer is authorized to accept
      Defeasance Collateral meeting the foregoing requirements in spite of more
      restrictive requirements of the related Mortgage Loan Documents);
      provided, however, that the Master Servicer shall not accept the amounts
      paid by the related Borrower to effect defeasance until such Defeasance
      Collateral has been identified; and provided, further, that no defeasance
      shall be accepted within two years after the Closing Date.

                  (ii) If such Mortgage Loan permits the assumption of the
      obligations of the related Borrower by a successor Borrower, the Master
      Servicer shall cause the Borrower or such successor Borrower to pay all
      expenses incurred in connection with the establishment of a successor
      Borrower (which shall be a Single-Purpose Entity) and to cause an
      assumption by such successor Borrower of the defeased obligations under
      the related Note. The Master Servicer shall be permitted to establish a
      single Single-Purpose Entity to assume the defeased obligations under all
      of the Mortgage Loans that have been defeased.

                  (iii) The Master Servicer shall cause to be delivered an
      Opinion of Counsel, at such Borrower's expense, to the effect that the
      assignment of the Defeasance Collateral to the Trustee is valid and
      enforceable (subject to certain customary qualifications and exceptions).

                  (iv) The Master Servicer shall obtain, at the related
      Borrower's expense, a certificate from an Independent certified public
      accountant certifying that the Defeasance Collateral is sufficient to make
      all scheduled payments under the related Note.

                  (v) Prior to permitting release of any Mortgaged Property
      through defeasance, (A) if such defeasance is a partial defeasance or such
      Mortgaged Property relates to a Trust Mortgage Loan that is (x) a Trust
      Mortgage Loan, (y) part of a group of Crossed Trust Mortgage Loans or (z)
      part of a group of Trust Mortgage Loans made to affiliated Borrowers that,
      in each case, in the aggregate, represents one of the ten largest loans
      (which for the purposes of this definition shall include groups of Crossed
      Trust Mortgage Loans and groups of Trust Mortgage Loans made to affiliated
      Borrowers) in the Mortgage Pool, the Master Servicer shall obtain, at the
      expense of the related Borrower, written confirmation from Moody's that
      such defeasance would not, in and of itself, result in a downgrade,
      qualification or withdrawal of any of the then-current ratings assigned to
      the Certificates, and (B) the Master Servicer shall obtain, at the expense
      of the related Borrower, written confirmation from S&P that such
      defeasance would not, in and of itself, result in a downgrade,
      qualification or withdrawal of any of the then-current ratings assigned to
      the Certificates; provided that, in the case of clause (B), so long as
      such Trust Mortgage Loan is not a Significant Trust Mortgage Loan, the
      Master Servicer shall not be required to obtain such confirmation from S&P
      if the Master Servicer delivers to S&P a notice in the form attached
      hereto as Exhibit K.

                  (vi) Neither the Master Servicer nor the Special Servicer
      shall permit the release of any Mortgaged Property through defeasance
      unless the related Borrower establishes to the satisfaction of the Master
      Servicer or the Special Servicer that the lien on such Mortgaged Property
      will be released to facilitate the disposition thereof or to facilitate
      any other customary commercial transaction.

                  (vii) Prior to permitting release of any Mortgaged Property
      through defeasance, if the related Trust Mortgage Loan so requires and
      provides for the related Borrower to pay the cost thereof, the Master
      Servicer shall require such Borrower to deliver or cause to be delivered
      an Opinion of Counsel to the effect that such release will not cause any
      REMIC Pool to fail to qualify as a REMIC at any time that any Certificates
      are outstanding or cause a tax to be imposed on the Trust Fund under the
      REMIC Provisions.

                  (viii) Neither the Master Servicer nor the Special Servicer
      shall permit a partial defeasance with respect to any Mortgage Loan unless
      the Defeasance Collateral is sufficient to satisfy the payments and amount
      required pursuant to the related Mortgage Loan Documents with respect to
      such partial defeasance.

To the extent permitted under the related Mortgage Loan Documents, any costs to
the Master Servicer of obtaining legal advice to make the determinations
required to be made by it pursuant to this Section 3.08(f), or obtaining the
Rating Agency confirmations required by this Section 3.08(f), shall be borne by
the related Borrower as a condition to the Master Servicer's obligation to
effect the defeasance of the related Trust Mortgage Loan, or borne by the
related Mortgage Loan Seller (to the extent it is required to make such payment
under the related Mortgage Loan Purchase Agreement) or advanced as a Servicing
Advance by the Master Servicer, and otherwise shall be a Trust Fund expense. The
Master Servicer shall deliver all documents relating to the defeasance of any
Trust Mortgage Loan to the Trustee for inclusion in the related Mortgage File.

            (g) With respect to any Mortgage Loan that permits the related
Borrower to incur subordinate indebtedness secured by the related Mortgaged
Property, the Master Servicer or the Special Servicer, as applicable, shall
enforce the rights of the lender, if any, under the related Mortgage Loan
Documents to require such Borrower to require the lender of such subordinate
indebtedness to enter into a subordination and standstill agreement with the
Trust.

            (h) With respect to any Trust Mortgage Loan, subject to the related
Mortgage Loan Documents, neither the Master Servicer nor the Special Servicer
shall permit the related Borrower to substitute any real property, any rights
with respect to real property, or any other property interest whatsoever for the
Mortgaged Property securing such Trust Mortgage Loan as of the Closing Date
without receipt of an Opinion of Counsel, at the expense of the Borrower, to the
effect that the substitution will not cause the related Trust Mortgage Loan to
fail to qualify as a "qualified mortgage" as defined under Section 860G(a)(3) of
the Code while such Trust Mortgage Loan is owned by REMIC I.

            SECTION 3.09     Realization Upon Defaulted Mortgage Loans.

            (a) The Special Servicer shall, subject to subsections (b) through
(d) of this Section 3.09, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert (which may
include an REO Acquisition) the ownership of any property securing such Mortgage
Loans as come into and continue in default, as to which no satisfactory
arrangements can be made for collection of delinquent payments, and which are
not released from the Trust Fund pursuant to any other provision hereof. In any
case in which a Mortgaged Property shall have suffered damage such that the
complete restoration of such property is not fully reimbursable by the hazard
insurance policies or flood insurance policies required to be maintained
pursuant to Section 3.07, the Master Servicer shall not be required to make a
Servicing Advance and expend funds toward the restoration of such property
unless (i) the Special Servicer has determined in its reasonable judgment in
accordance with the Servicing Standard that such restoration will increase the
net proceeds of liquidation of such Mortgaged Property to Certificateholders and
any affected Non-Trust Companion Loan Holder(s), as a collective whole, after
reimbursement to the Master Servicer for such Servicing Advance and interest
thereon and (ii) the Master Servicer has determined that such Servicing Advance
together with accrued and unpaid interest thereon, will be recoverable by the
Master Servicer out of the proceeds of liquidation of such Mortgaged Property,
as contemplated in Sections 3.05(a)(v) and 3.05(a)(vii) (or, if applicable,
Section 3.04(e) or Section 3.04(f)). The Master Servicer shall be responsible
for all costs and expenses incurred by the Special Servicer in any such
proceedings (such costs and expenses to be advanced by the Master Servicer to
the Special Servicer and recoverable by the Master Servicer as a Servicing
Advance); provided that, in each case, such cost or expense would not, if
incurred, constitute a Nonrecoverable Servicing Advance.

            Nothing contained in this Section 3.09 shall be construed to require
the Special Servicer, on behalf of the Trust Fund and any affected Non-Trust
Companion Loan Holder(s), to make a bid on any Mortgaged Property at a
foreclosure sale or similar proceeding that is in excess of the fair market
value of such property, as determined by the Special Servicer in its reasonable
judgment taking into account, as applicable, among other factors, the period and
amount of any delinquency on the affected Mortgage Loan(s), the occupancy level
and physical condition of the Mortgaged Property or REO Property, the state of
the local economy, the obligation to dispose of any REO Property within the time
period specified in Section 3.16(a) and the results of any Appraisal obtained
pursuant to the following sentence, all such bids to be made in a manner
consistent with the Servicing Standard. If and when the Special Servicer deems
it necessary and prudent for purposes of establishing the fair market value of
any Mortgaged Property securing a defaulted Mortgage Loan, whether for purposes
of bidding at foreclosure or otherwise, the Special Servicer is authorized to
have an Appraisal performed with respect to such property, the cost of which
Appraisal shall be paid by the Master Servicer as a Servicing Advance.

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:

                  (i) such personal property is incident to real property
      (within the meaning of Section 856(e)(1) of the Code) so acquired by the
      Special Servicer; or

                  (ii) the Special Servicer shall have obtained an Opinion of
      Counsel (the cost of which shall be a Servicing Advance) to the effect
      that the holding of such personal property by the Trust Fund will not
      cause the imposition of a tax on any REMIC Pool under the REMIC Provisions
      or cause any REMIC Pool to fail to qualify as a REMIC.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
the Special Servicer shall not, on behalf of the Trustee, obtain title to a
Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the
Trustee, on behalf of the Certificateholders (and, in the case of a Mortgage
Loan Combination, the related Non-Trust Companion Loan Holder(s)), would be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA or
any comparable law, unless (as evidenced by an Officer's Certificate to such
effect delivered to the Trustee) the Special Servicer has previously determined
in accordance with the Servicing Standard, based on an Environmental Assessment
of such Mortgaged Property performed within the preceding 12 months by an
Independent Person who regularly conducts Environmental Assessments, and taking
into account the existence of any Environmental Insurance Policy covering such
Mortgaged Property, that:

                  (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that taking such actions as
      are necessary to bring the Mortgaged Property into compliance therewith is
      reasonably likely to produce a greater recovery on a present value basis
      than not taking such actions; and

                  (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and regulations or, if such circumstances or
      conditions are present for which any such action could be required, that
      taking such actions with respect to such Mortgaged Property is reasonably
      likely to produce a greater recovery on a present value basis than not
      taking such actions.

            The cost of any such Environmental Assessment and the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding sentence shall be paid by the Master Servicer as a
Servicing Advance. If any such Environmental Assessment so warrants, the Special
Servicer shall, at the expense of the Trust Fund and/or, subject to the
applicable intercreditor, co-lender or similar agreement, any related Non-Trust
Companion Loan Holder(s), as a collective whole, perform such additional
environmental testing as it deems necessary and prudent to determine whether the
conditions described in clauses (i) and (ii) of the second preceding sentence
have been satisfied.

            (d) If (i) the environmental testing contemplated by subsection (c)
above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a defaulted Mortgage Loan and (ii) there has been no
breach of any of the representations and warranties set forth in or required to
be made pursuant to the related Mortgage Loan Purchase Agreement for which the
related Mortgage Loan Seller could be required to repurchase the related Trust
Mortgage Loan pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement, then the Special Servicer shall take such action as it deems to be in
the best economic interest of the Trust Fund and any affected Non-Trust
Companion Loan Holder(s), as a collective whole, and consistent with the
Servicing Standard (other than proceeding to acquire title to the Mortgaged
Property) and is hereby authorized at such time as it deems appropriate to
release such Mortgaged Property from the lien of the related Mortgage.

            (e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Trustee, the Master Servicer and the
Certificateholders (or, if the Controlling Class of Certificates are held in
book-entry form, the Certificate Owners) of the Controlling Class, any affected
Non-Trust Companion Loan Holder and any Requesting Subordinate Certificateholder
(at the expense of such Requesting Subordinate Certificateholder) monthly
regarding any actions taken by the Special Servicer with respect to any
Mortgaged Property securing a defaulted Mortgage Loan as to which the
environmental testing contemplated in subsection (c) above has revealed that
either of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof has not been satisfied, in each case until the earlier to occur of
satisfaction of both such conditions, repurchase of the related Trust Mortgage
Loan by the related Mortgage Loan Seller or release of the lien of the related
Mortgage on such Mortgaged Property; provided, however, that with respect to
each such report or Environmental Assessment, if beneficial ownership of the
Controlling Class resides in more than one Certificateholder (or, if the
Controlling Class of Certificates are held in book-entry form, more than one
Certificate Owner), the Special Servicer shall be responsible only for the
expense of providing the first such copy thereof and shall be entitled to
reimbursement from the Trust Fund for the expense of any additional copies so
provided. The Trustee shall, upon request, forward all such reports to the
Certificateholders (at the expense of the requesting party) and each Rating
Agency.

            (f) The Master Servicer shall report to the Internal Revenue Service
and the related Borrower, in the manner required by applicable law, the
information required to be reported regarding any Mortgaged Property that is
abandoned or foreclosed, the receipt of mortgage interests received in a trade
or business and the forgiveness of indebtedness with respect to any mortgaged
property required by Sections 6050J, 6050H and 6050P, respectively, of the Code.
The Special Servicer shall provide the Master Servicer with such information or
reports as the Master Servicer deems necessary to fulfill its obligations under
this Section 3.09(f) promptly upon the Master Servicer's request therefor. The
Master Servicer shall deliver a copy of any such report to the Trustee.

            (g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property securing any defaulted Mortgage Loan is located and the terms of that
Mortgage Loan permit such an action.

            (h) The Special Servicer shall maintain accurate records, prepared
by one of its Servicing Officers, of each Final Recovery Determination in
respect of a defaulted 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 Master Servicer and any affected Non-Trust
Companion Loan Holder no later than the first Business Day following the end of
the Collection Period in which such Final Recovery Determination was made.

            SECTION 3.10      Trustee to Cooperate; Release of Mortgage Files.

            (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer or the Special Servicer, as the case may be, of a
notification that payment in full shall be escrowed in a manner customary for
such purposes, the Master Servicer or Special Servicer, as the case may be, will
immediately notify the Trustee and request delivery of the related Mortgage
File. Any such notice and request shall be in the form of a Request for Release
(and shall include two copies) signed by a Servicing Officer (or in a mutually
agreeable electronic format that will, in lieu of a signature on its face,
originate from a Servicing Officer) and shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Collection Account or a Mortgage Loan
Combination Custodial Account, as applicable pursuant to Section 3.04, or
remitted to the Master Servicer to enable such deposit, have been or will be so
deposited. Within six Business Days (or within such shorter period as release
can reasonably be accomplished if the Master Servicer notifies the Trustee of an
exigency) of receipt of such notice and request, the Trustee (or, to the extent
provided in Section 3.01(b), the Master Servicer or the Special Servicer, as
applicable) shall execute such instruments of satisfaction, deeds of
reconveyance and other documents as shall have been furnished to it by the
Master Servicer, and the Trustee shall release and deliver the related Mortgage
File to the Master Servicer or Special Servicer, as the case may be. No expenses
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Collection Account or any Mortgage Loan
Combination Custodial Account.

            (b) From time to time as is appropriate for servicing or foreclosure
of any Mortgage Loan, the Master Servicer or the Special Servicer, as
applicable, shall deliver to the Trustee two copies of a Request for Release
signed by a Servicing Officer (or in a mutually agreeable electronic format that
will, in lieu of a signature on its face, originate from a Servicing Officer).
Upon receipt of the foregoing, the Trustee shall deliver the Mortgage File or
any document therein to the Master Servicer or the Special Servicer (or a
designee), as the case may be. Upon return of the Mortgage File to the Trustee,
the Trustee shall execute an acknowledgment of receipt.

            (c) Within seven Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the release of the lien of a Mortgage, or to
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Borrower on the Note or Mortgage
or to obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Note or Mortgage or otherwise available at law or in equity. The
Special Servicer shall be responsible for the preparation of all such documents
and pleadings. When submitted to the Trustee for signature, such documents or
pleadings shall be accompanied by a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required, that the
proposed action is in the best interest of the Certificateholders (and, in the
case of a Mortgage Loan Combination, the related Non-Trust Companion Loan
Holder(s)) (as a collective whole) and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or
trustee's sale.

            (d) From time to time as is appropriate for servicing or foreclosure
of any Non-Trust Companion Loan, the Master Servicer or Special Servicer, as
applicable, subject to the related intercreditor, co-lender or similar
agreement, shall request the original of the related Note from the related
Non-Trust Companion Loan Holder.

            SECTION 3.11      Servicing Compensation.

            (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee (subject to the
third and last paragraphs of this Section 3.11(a)) with respect to each Trust
Mortgage Loan and REO Trust Mortgage Loan (including Specially Serviced Trust
Mortgage Loans, Defeasance Mortgage Loans and Additional Collateral Trust
Mortgage Loans). As to each Trust Mortgage Loan and REO Trust Mortgage Loan, the
Master Servicing Fee shall accrue at the related Master Servicing Fee Rate (in
accordance with the same terms of the related Note as are applicable to the
accrual of interest at the Mortgage Rate) and shall be computed on the basis of
the same principal amount as interest accrues from time to time on such Trust
Mortgage Loan or is deemed to accrue from time to time on such REO Trust
Mortgage Loan, as the case may be, and for the same period respecting which any
related interest payment due on such Trust Mortgage Loan or deemed due on such
REO Trust Mortgage Loan, as the case may be, is computed. The Master Servicing
Fee with respect to any Trust Mortgage Loan or REO Trust Mortgage Loan shall
cease to accrue if a Liquidation Event occurs in respect thereof. The Master
Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments
of interest on each Trust Mortgage Loan and REO Revenues allocable as interest
on each REO Trust Mortgage Loan. In no event will the Master Servicer be
entitled to retain a servicing fee from the amount of any P&I Advance,
regardless of whether the related Borrower is obligated to reimburse Master
Servicing Fees.

            The Master Servicer, on behalf of itself and the holder of the
Excess Servicing Strip, shall be entitled to recover unpaid Master Servicing
Fees in respect of any Trust Mortgage Loan or REO Trust Mortgage Loan required
to be serviced by it out of that portion of related payments, Insurance and
Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an
REO Trust Mortgage Loan) allocable as recoveries of interest, to the extent
permitted by Section 3.05(a). Subject to the third and last paragraphs of this
Section 3.11(a), the right to receive the Master Servicing Fee and may not be
transferred in whole or in part except in connection with the transfer of all of
the Master Servicer's responsibilities and obligations under this Agreement. The
parties hereto acknowledge that the annual fees of each Rating Agency allocable
to the Column Trust Mortgage Loans and the KeyBank Trust Mortgage Loans have
been paid on or prior to the Closing Date by Column.

            Notwithstanding anything herein to the contrary, KRECM (and its
successors and assigns) may at its option assign or pledge to any third party or
retain for itself the Excess Servicing Strip (in whole but not in part);
provided that any assignee or pledgee of the Excess Servicing Strip must be a
Qualified Institutional Buyer or Institutional Accredited Investor (other than a
Plan); and provided, further, that no transfer, sale, pledge or other assignment
of the Excess Servicing Strip shall be made unless that transfer, sale, pledge
or other assignment is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws and
is otherwise made in accordance with the Securities Act and such state
securities laws; and provided, further, that in the event of any resignation or
termination of KRECM, all or any portion of the Excess Servicing Strip may be
reduced by the Trustee to the extent reasonably necessary (in the sole
discretion of the Trustee) for the Trustee to obtain a qualified successor
Master Servicer (which successor may include the Trustee) that meets the
requirements of Section 6.04 and that requires market rate servicing
compensation that accrues at a per annum rate in excess of 0.01% per annum (one
basis point). KRECM and each holder of the Excess Servicing Strip desiring to
effect a transfer, sale, pledge or other assignment of the Excess Servicing
Strip shall, and KRECM hereby agrees, and each such holder of the Excess
Servicing Strip by its acceptance of the Excess Servicing Strip shall be deemed
to have agreed, in connection with any transfer of the Excess Servicing Strip
effected by such Person, to indemnify the Certificateholders, the Trust, the
Non-Trust Companion Loan Holders, the Depositor, the Underwriters, the Trustee,
the Master Servicer, the Certificate Registrar and the Special Servicer against
any liability that may result if such transfer is not exempt from registration
and/or qualification under the Securities Act or other applicable federal and
state securities laws or is not made in accordance with such federal and state
laws or in accordance with the foregoing provisions of this paragraph. By its
acceptance of the Excess Servicing Strip, the holder thereof shall be deemed to
have agreed (i) to keep all information relating to the Trust and the Trust Fund
and made available to it by the Master Servicer confidential (except as
permitted pursuant to clause (iii) below or, in the case of the Master Servicer,
as contemplated hereby in the performance of its duties and obligations
hereunder), (ii) not to use or disclose such information in any manner that
could result in a violation of any provision of the Securities Act or other
applicable securities laws or that would require registration of the Excess
Servicing Strip or any Non-Registered Certificate pursuant to the Securities
Act, and (iii) not to disclose such information, and to cause its officers,
directors, partners, employees, agents or representatives not to disclose such
information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder's auditors, legal counsel and regulators, except to the
extent such disclosure is required by law, court order or other legal
requirement or to the extent such information is of public knowledge at the time
of disclosure by such holder or has become generally available to the public
other than as a result of disclosure by such holder; provided, however, that
such holder may provide all or any part of such information to any other Person
who is contemplating an acquisition of the Excess Servicing Strip if, and only
if, such Person (x) confirms in writing such prospective acquisition and (y)
agrees in writing to keep such information confidential, not to use or disclose
such information in any manner that could result in a violation of any provision
of the Securities Act or other applicable securities laws or that would require
registration of the Excess Servicing Strip or any Non-Registered Certificates
pursuant to the Securities Act and not to disclose such information, and to
cause its officers, directors, partners, employees, agents or representatives
not to disclose such information, in any manner whatsoever, in whole or in part,
to any other Person other than such Persons' auditors, legal counsel and
regulators. From time to time following any transfer, sale, pledge or assignment
of the Excess Servicing Strip, the Person then acting as the Master Servicer
shall pay, out of each amount paid to such Master Servicer as Master Servicing
Fees with respect to any Trust Mortgage Loan or REO Trust Mortgage Loan, as the
case may be, the portion of the Excess Servicing Strip attributable to such
Trust Mortgage Loan or REO Trust Mortgage Loan to the holder of the Excess
Servicing Strip within one Business Day following the payment of such Master
Servicing Fees to the Master Servicer, in each case in accordance with payment
instructions provided by such holder in writing to the Master Servicer. The
holder of the Excess Servicing Strip shall not have any rights under this
Agreement except as set forth in the preceding sentences of this paragraph. The
Master Servicer shall pay the Excess Servicing Strip to the holder of the Excess
Servicing Strip (i.e., KRECM or any such third party) at such time and to the
extent the Master Servicer is entitled to receive payment of its Master
Servicing Fees hereunder, notwithstanding any resignation or termination of
KRECM hereunder (subject to reduction pursuant to the preceding sentence).

            Additional master servicing compensation in the form of (i) 100% of
all assumption application fees and 50% of all assumption fees paid by the
Borrowers on all Trust Mortgage Loans that are not Specially Serviced Trust
Mortgage Loans (but only to the extent that all amounts then due and payable
with respect to such Trust Mortgage Loans have been paid), (ii) all Penalty
Charges actually collected on each Trust Mortgage Loan (other than Specially
Serviced Trust Mortgage Loans) but only to the extent that (A) all amounts then
due and payable with respect to such Trust Mortgage Loan (including outstanding
interest on all Advances accrued with respect to such Trust Mortgage Loan) have
been paid, (B) the Trust Fund has been reimbursed with respect to any Advances
made with respect to such Trust Mortgage Loan, together with interest thereon if
such interest was paid to the Master Servicer or the Trustee, as applicable,
from a source of funds other than Penalty Charges collected on such Trust
Mortgage Loan, and (C) the Trust Fund has been reimbursed for any Additional
Trust Fund Expenses incurred since the Closing Date with respect to such Trust
Mortgage Loan and previously paid from a source other than Penalty Charges on
such Trust Mortgage Loan, (iii) charges for beneficiary statements or demands
and amounts collected for checks returned for insufficient funds, (iv) all
commercially reasonable fees actually collected on or with respect to Trust
Mortgage Loan modifications for which the Master Servicer is responsible
pursuant to Section 3.20 (but only to the extent that all amounts then due and
payable after giving effect to any modification with respect to the related
Trust Mortgage Loan have been paid), (v) reasonable and customary consent fees
and fees in connection with defeasance, if any, and (vi) other customary
charges, in each case only to the extent actually paid by the related Borrower,
shall be retained by the Master Servicer and shall not be required to be
deposited in the Collection Account or any Mortgage Loan Combination Custodial
Account pursuant to Section 3.04. Notwithstanding anything to the contrary in
clause (ii) of the first sentence of this paragraph or in the last paragraph of
Section 3.11(b), (x) the Master Servicer shall be entitled to that portion, if
any, of a Penalty Charge collected on a Specially Serviced Trust Mortgage Loan
that accrued prior to the related Servicing Transfer Event and (y) if the
Special Servicer has partially waived any Penalty Charge part of which accrued
prior to the related Servicing Transfer Event, any collections in respect of
such Penalty Charge shall be shared pro rata by the Master Servicer and the
Special Servicer based on the respective portions of such Penalty Charge to
which they would otherwise have been entitled.

            The Master Servicer also shall be entitled to additional servicing
compensation in the form of: (i) interest or other income earned on deposits
relating to the Trust Fund in the Collection Account and any A/B Mortgage Loan
Combination Custodial Accounts, maintained by the Master Servicer in accordance
with Section 3.06 (but only to the extent of the Net Investment Earnings, if
any, with respect to each such account for each Collection Period); (ii)
interest earned on deposits in any Cash Collateral Account, any Lockbox Account
and the Servicing Accounts maintained by the Master Servicer that is not
required by applicable law or the related Trust Mortgage Loan to be paid to the
Borrower; and (iii) collections representing Prepayment Interest Excesses for
any Distribution Date (except to the extent necessary to offset Prepayment
Interest Shortfalls for such Distribution Date).

            The Master Servicer shall be entitled to a Master Servicing Fee, as
well as the additional master servicing compensation contemplated (other than
Penalty Charges) by the second preceding paragraph, with respect to each Mayfair
Mall Non-Trust Companion Loan or any successor REO Non-Trust Companion Loan with
respect thereto as if such Mortgage Loan was a Trust Mortgage Loan or such REO
Non-Trust Companion Loan was an REO Trust Mortgage Loan, as the case may be;
provided that such Master Servicing Fee and any such additional master servicing
compensation shall be paid hereunder solely out of collections on or in respect
of the subject Mayfair Mall Non-Trust Companion Loan or any successor REO
Non-Trust Companion Loan with respect thereto and, in no event, out of the Trust
Fund. Without limiting its rights under any other agreement or arrangement, the
Master Servicer shall not be entitled to any Master Servicing Fees or any other
compensation hereunder with respect to the B-Note Non-Trust Companion Loans.

            Except as specifically provided in this Agreement, the Master
Servicer shall be required to pay out of its own funds all expenses incurred by
it in connection with its servicing activities hereunder (including, without
limitation, payment of any amounts due for premiums for any blanket or master
single interest Insurance Policy insuring against hazard losses pursuant to
Section 3.07), if and to the extent such expenses are not payable directly out
of the Collection Account or any Mortgage Loan Combination Custodial Account,
and the Master Servicer shall not be entitled to reimbursement therefor except
as expressly provided in this Agreement.

            In the event that KRECM is terminated or resigns as Master Servicer,
it (and its successors and assigns) will be entitled to retain the Excess
Servicing Strip, except to the extent that any portion of such Excess Servicing
Strip is needed (as determined by the Trustee in its discretion) to compensate
any replacement Master Servicer for assuming the duties of KRECM under this
Agreement.

            (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Trust Mortgage Loan and REO Trust Mortgage Loan. As to
each such Specially Serviced Trust Mortgage Loan and REO Trust Mortgage Loan,
the Special Servicing Fee shall accrue at the Special Servicing Fee Rate (in
accordance with the same terms of the related Note as are applicable to the
accrual of interest at the Mortgage Rate) and shall be computed on the basis of
the Stated Principal Balance of such Specially Serviced Trust Mortgage Loan and
for the same period respecting which any related interest payment due on such
Specially Serviced Trust Mortgage Loan or deemed to be due on such REO Trust
Mortgage Loan is computed. The Special Servicing Fee with respect to any
Specially Serviced Trust Mortgage Loan or REO Trust Mortgage Loan shall cease to
accrue if a Liquidation Event occurs in respect thereof or, in the case of a
Specially Serviced Trust Mortgage Loan, when all applicable Servicing Transfer
Events cease to exist. The Special Servicing Fee shall be payable monthly, on a
loan-by-loan basis, to the extent permitted by Section 3.05(a). The right to
receive the Special Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.

            Additional servicing compensation in the form of (i) 100% of all
assumption fees and assumption application fees on all Specially Serviced Trust
Mortgage Loans, (ii) 50% of all assumption fees on any Trust Mortgage Loans
other than Specially Serviced Trust Mortgage Loans and (iii) all commercially
reasonable extension fees and all fees received on or with respect to Trust
Mortgage Loan modifications for which the Special Servicer is responsible
pursuant to Section 3.20(a), but only to the extent actually collected from the
related Borrower and only to the extent that all amounts then due and payable
after giving effect to any modification with respect to the related Trust
Mortgage Loan (including those payable to the Master Servicer pursuant to
Section 3.11(a)) have been paid, shall be promptly paid to the Special Servicer
by the Master Servicer and shall not be required to be deposited in the
Collection Account or any Mortgage Loan Combination Custodial Account pursuant
to Section 3.04.

            The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Workout Fee with respect to each Corrected Trust
Mortgage Loan at the Workout Fee Rate. The Workout Fee shall be payable out of,
and shall be calculated by application of the Workout Fee Rate to, each
collection of interest, other than Default Interest and Excess Interest, and
principal (including scheduled payments, prepayments, Balloon Payments, payments
at maturity and payments received with respect to a partial condemnation of a
Mortgaged Property securing a Specially Serviced Trust Mortgage Loan) received
on such Trust Mortgage Loan for so long as it remains a Corrected Trust Mortgage
Loan. The Workout Fee with respect to any Corrected Trust Mortgage Loan will
cease to be payable if such Trust Mortgage Loan again becomes a Specially
Serviced Trust Mortgage Loan; provided that a new Workout Fee will become
payable if and when such Trust Mortgage Loan again becomes a Corrected Trust
Mortgage Loan. If the Special Servicer is terminated (other than for cause) or
resigns, it shall retain the right to receive any and all Workout Fees payable
with respect to Trust Mortgage Loans that became Corrected Trust Mortgage Loans
during the period that it acted as Special Servicer and were Corrected Trust
Mortgage Loans at the time of such termination (and the successor Special
Servicer shall not be entitled to any portion of such Workout Fees), in each
case until the Workout Fee for any such loan ceases to be payable in accordance
with the terms hereof.

            A Liquidation Fee will be payable to the Special Servicer with
respect to each Specially Serviced Trust Mortgage Loan or REO Trust Mortgage
Loan as to which the Special Servicer receives a full, partial or discounted
payoff with respect thereto from the related Borrower or any Liquidation
Proceeds with respect thereto, equal to the product of (i) the Liquidation Fee
Rate and (ii) the proceeds of such full, partial or discounted payoff or the net
Liquidation Proceeds (net of the related costs and expenses associated with the
related liquidation) related to such liquidated Specially Serviced Mortgage Loan
or REO Trust Mortgage Loan, as the case may be (in each such case, however,
exclusive of any portion of such payoff and/or proceeds that represents Penalty
Charges and/or Excess Interest); provided, however, that no Liquidation Fee
shall be payable out of, or in connection with the receipt of, Liquidation
Proceeds received as a result of the repurchase or replacement of any Trust
Mortgage Loan in connection with a Material Breach or Material Defect by the
related Mortgage Loan Seller or, in the case of a Column Trust Mortgage Loan, by
the Column Performance Guarantor as contemplated by Section 2.03 (so long as
such repurchase or replacement occurs within the applicable cure period set
forth in the related Mortgage Loan Purchase Agreement, as such cure period may
be extended in accordance with the related Mortgage Loan Purchase Agreement),
the purchase of the Mayfair Mall Trust Mortgage Loan during the applicable Cure
Period by the Class MM Directing Certificateholder, the Series 2003-C4 Directing
Certificateholder or any Mayfair Mall Non-Trust Companion Loan Holder pursuant
to or as contemplated by Section 3.31, the purchase of any Defaulted Trust
Mortgage Loan by the Special Servicer or any Affiliate thereof pursuant to
Section 3.18, the purchase of any A-Note Mortgage Loan by the related B-Note
Non-Trust Companion Loan Holder pursuant to the related A/B Intercreditor
Agreement, the purchase of any Trust Mortgage Loan by any related Mezzanine Loan
Holder (but only so long as such purchase occurs pursuant to a purchase option
in the related intercreditor agreement within the requisite time period) or the
purchase of all the Trust Mortgage Loans and REO Properties in the Trust Fund by
Holders of more than 50% of the Percentage Interests in the Controlling Class,
the Special Servicer or the Master Servicer pursuant to Section 9.01.

            Notwithstanding anything in this Agreement to the contrary, no
Liquidation Fee will be payable under the circumstances set forth in the proviso
in the preceding paragraph. If, however, Liquidation Proceeds are received with
respect to any Corrected Trust Mortgage Loan and the Special Servicer is
properly entitled to a Workout Fee, such Workout Fee will be payable based on
and out of the portion of such Liquidation Proceeds that constitute principal
and/or interest on such Trust Mortgage Loan.

            The Special Servicer will also be entitled to additional fees in the
form of Penalty Charges on each Specially Serviced Trust Mortgage Loan (but only
to the extent actually collected from the related Borrower and to the extent
that (i) all amounts then due and payable with respect to such Specially
Serviced Trust Mortgage Loan (including outstanding interest on all Advances
accrued with respect to such Specially Serviced Trust Mortgage Loan) have been
paid, (ii) the Trust Fund has been reimbursed with respect to any Advances made
with respect to such Specially Serviced Trust Mortgage Loan, together with
interest thereon if such interest was paid to the Master Servicer or the
Trustee, as applicable, from a source of funds other than Penalty Charges
collected on such Specially Serviced Trust Mortgage Loan, and (iii) the Trust
Fund has been reimbursed for any Additional Trust Fund Expenses incurred since
the Closing Date with respect to such Specially Serviced Trust Mortgage Loan and
previously paid from a source other than Penalty Charges on such Trust Mortgage
Loan). The Special Servicer shall be required to pay out of its own funds all
expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, payment of any amounts, other than management
fees in respect of REO Properties, due and owing to any of its Sub-Servicers and
the premiums for any blanket or master single interest Insurance Policy obtained
by it insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not payable directly out of the Collection Account, a
Mortgage Loan Combination Custodial Account or the REO Account, and the Special
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.

            Notwithstanding the foregoing provisions of this Section 3.11(b),
Special Servicing Fees, Workout Fees and Liquidation Fees earned with respect to
any A-Note Trust Mortgage Loan, any successor REO Trust Mortgage Loan with
respect thereto or any related REO Property shall be payable out of the related
A/B Mortgage Loan Combination Custodial Account, to the maximum extent permitted
by the related A/B Intercreditor Agreement, before being paid out of the
Collection Account. Furthermore, notwithstanding the foregoing provisions of
this Section 3.11(b), Special Servicing Fees, Workout Fees and Liquidation Fees
earned with respect to the Mayfair Mall Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto shall be payable out of the Mayfair
Mall Custodial Account, to the maximum extent permitted by the Mayfair Mall
Intercreditor Agreement, before being paid out of the Collection Account. The
Special Servicer shall be entitled to such compensation with respect to the
B-Note Non-Trust Companion Loans as is provided under the respective A/B
Intercreditor Agreements; provided that, in no such case, shall the payment of
any such compensation reduce amounts otherwise payable to the Certificateholders
with respect to the related A-Note Trust Mortgage Loan. If and to the extent
applicable under the circumstances, the Special Servicer shall be entitled to a
Special Servicing Fee, a Workout Fee and/or a Liquidation Fee, as well as the
additional servicing compensation contemplated by the second paragraph of this
Section 3.11(b), with respect to each Mayfair Mall Non-Trust Companion Loan or
any successor REO Non-Trust Companion Loan with respect thereto as if such
Mortgage Loans was a Trust Mortgage Loan or such REO Non-Trust Companion Loan
was an REO Trust Mortgage Loan; provided that any such fees and/or additional
servicing compensation shall be paid hereunder solely out of collections on or
in respect of the subject Mayfair Mall Non-Trust Companion Loan or any successor
REO Non-Trust Companion Loan with respect thereto, and in no event, out of the
Trust Fund.

            SECTION 3.12      Reports to the Trustee.

            (a) The Master Servicer shall deliver to the Trustee and the Special
Servicer, no later than 2:00 p.m. New York City time on the second Business Day
prior to each Distribution Date beginning in October 2003, the CMSA Loan
Periodic Update File with respect to the subject Distribution Date (which shall
include the Available Distribution Amount for the subject Distribution Date)
including the anticipated P&I Advances and Servicing Advances for the subject
Distribution Date and any accrued but unpaid interest on Advances. As to each
Trust Mortgage Loan and REO Property (or related REO Trust Mortgage Loan), to
the extent that the relevant information is not included as part of the CMSA
Loan Periodic Update File, the Master Servicer shall provide to the Special
Servicer, by the close of business on each Distribution Date and in a mutually
agreeable electronic format, the amount of each outstanding Advance and the
interest accrued thereon as of the related Determination Date. The Master
Servicer's responsibilities under this Section 3.12(a) with respect to Specially
Serviced Trust Mortgage Loans and REO Properties shall be subject to the
satisfaction of the Special Servicer's obligations under Section 3.21 and
Section 3.12(c).

            (b) Notwithstanding the foregoing, because the Master Servicer will
not receive the Servicing Files until the Closing Date and will not have
sufficient time to review and analyze such Servicing Files before the initial
Distribution Date, the parties agree that the CMSA Loan Periodic Update File
required to be delivered by the Master Servicer in October 2003 will be based
solely upon information generated from actual collections received by the Master
Servicer and from information the Depositor delivers or causes to be delivered
to the Master Servicer (including but not limited to information prepared by
third party servicers of the subject Trust Mortgage Loans with respect to the
period prior to the Closing Date).

            (c) No later than 1:00 p.m. New York City time on each Master
Servicer Remittance Date beginning in October 2003, the Master Servicer shall
deliver or cause to be delivered to the Trustee the following reports with
respect to the Trust Mortgage Loans (and, if applicable, the related REO
Properties, providing the required information as of the related Determination
Date): (i) a CMSA Comparative Financial Status Report, (ii) a CMSA Delinquent
Loan Status Report; (iii) a CMSA Historical Loan Modification and Corrected
Mortgage Loan Report; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO
Status Report; (vi) a CMSA Servicer Watch List; (vii) a CMSA Property File;
(viii) a CMSA Loan Set-up File and (ix) a CMSA Financial File. Such reports
shall be in CMSA format (as in effect from time to time) and shall be in an
electronic format reasonably acceptable to both the Trustee and the Master
Servicer.

            The Special Servicer shall from time to time (and, in any event,
upon request) provide the Master Servicer with such information in its
possession regarding the Specially Serviced Mortgage Loans and REO Properties as
may be necessary for the Master Servicer to prepare each report and any
supplemental information to be provided by the Master Servicer to the Trustee.
Without limiting the generality of the foregoing, not later than 2:00 p.m. (New
York City time) on the Business Day following each Determination Date, beginning
in October 2003, the Special Servicer shall prepare and deliver or cause to be
delivered to the Master Servicer the following reports (or data files relating
to reports of the Master Servicer) with respect to the Specially Serviced
Mortgage Loans and REO Properties, providing the required information as of such
Determination Date: (i) a CMSA Property File; (ii) a CMSA Loan Periodic Update
File (which, in each case, if applicable, will identify each of the subject
Mortgage Loans by loan number and property name); (iii) a CMSA Delinquent Loan
Status Report; (iv) a CMSA Comparative Financial Status Report; (v) a CMSA
Historical Liquidation Report; (vi) a CMSA Historical Loan Modification and
Corrected Mortgage Loan Report; and (vii) a CMSA REO Status Report.

            Notwithstanding the foregoing, the failure of the Master Servicer or
the Special Servicer to disclose any information otherwise required to be
disclosed pursuant to this Section 3.12 shall not constitute a breach of this
Agreement to the extent that the Master Servicer or the Special Servicer, as the
case may be, so fails because such disclosure, in the reasonable belief of the
Master Servicer or the Special Servicer, as the case may be, would violate any
applicable law or any provision of a Mortgage Loan Document prohibiting
disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties, would constitute a waiver of the attorney-client privilege on behalf
of the Trust or would otherwise materially harm the Trust Fund. The Master
Servicer or the Special Servicer may affix to any information provided by it any
disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party hereto).

            The information that pertains to Specially Serviced Trust Mortgage
Loans and REO Properties reflected in the reports referred to above in this
Section 3.12(c) shall be based solely upon the reports delivered by the Special
Servicer to the Master Servicer in writing and on a computer readable medium
reasonably acceptable to the Master Servicer and the Special Servicer by 2:00
p.m. New York City time on the second Business Day prior to the Master Servicer
Remittance Date in CMSA format (as in effect from time to time) or shall be
provided by means of such reports so delivered by the Special Servicer to the
Master Servicer in the form so required. The Master Servicer's responsibilities
under this Section 3.12(c) with respect to REO Properties and Specially Serviced
Trust Mortgage Loans shall be subject to the satisfaction of the Special
Servicer's obligations under this Section 3.12(c). In the absence of manifest
error, the Master Servicer shall be entitled to conclusively rely upon, without
investigation or inquiry, the information and reports delivered to it by the
Special Servicer, and the Trustee shall be entitled to conclusively rely upon
the Master Servicer's reports and the Special Servicer's reports without any
duty or obligation to recompute, verify or recalculate any of the amounts and
other information stated therein.

            (d) The Master Servicer shall deliver or cause to be delivered to
the Trustee the following materials, in each case to the extent that such
materials or the information on which they are based are required to be
delivered pursuant to the related Mortgage Loan Documents and have been received
by the Master Servicer:

                  (i) At least annually by May 31, commencing May 31, 2004, or
      as soon thereafter as is reasonably practicable based upon when, and the
      format in which, the Master Servicer has received the subject information,
      with respect to each Trust Mortgage Loan and REO Trust Mortgage Loan (to
      the extent prepared by and timely received from the Special Servicer in
      the case of any Specially Serviced Trust Mortgage Loan or REO Trust
      Mortgage Loan), a CMSA Operating Statement Analysis Report and CMSA NOI
      Adjustment Worksheet for the related Mortgaged Property or REO Property as
      of the end of the preceding fiscal year, based upon (and accompanied by
      copies of) the operating statements and rent rolls (but only to the extent
      the related Borrower delivers such information to the Master Servicer or
      the Special Servicer and, with respect to operating statements and rent
      rolls for Specially Serviced Trust Mortgage Loans and REO Properties, to
      the extent timely delivered by the Special Servicer to the Master
      Servicer) for the related Mortgaged Property or REO Property as of the end
      of the preceding fiscal year.

                  The Master Servicer shall use its reasonable efforts (but
      shall not be required to institute litigation) to obtain quarterly and
      annual operating statements and rent rolls with respect to each of the
      Trust Mortgage Loans, other than Specially Serviced Trust Mortgage Loans,
      which efforts shall include sending a letter to the related Borrower each
      quarter (followed up with telephone calls) requesting such quarterly and
      annual operating statements and rent rolls by no later than 60 days after
      the subject fiscal quarter or 90 days after the subject fiscal year, as
      applicable, to the extent such action is consistent with applicable law,
      the terms of such Trust Mortgage Loans and the Servicing Standard. The
      Master Servicer shall (to the extent not delivered pursuant to the
      preceding paragraph) deliver copies of all of the foregoing items so
      collected to the Special Servicer, the Series 2003-C4 Directing
      Certificateholder and any Requesting Certificateholder (at the expense of
      such requesting Holder) and, upon request, the Trustee, (x) in the case of
      quarterly operating statements and rent rolls, within the later of (A) 60
      days after the subject fiscal quarter and (B) 30 days following receipt by
      the Master Servicer of such operating statements and rent rolls (or, if
      received from the Special Servicer, 10 days following such receipt), and
      (y) in the case of annual operating statements and rent rolls, not later
      than the later of (A) May 31 of each calendar year, commencing May 31,
      2004, and (B) 30 days following receipt by the Master Servicer of such
      operating statements and rent rolls (or, if received from the Special
      Servicer, 10 days following such receipt).

                  (ii) The Master Servicer shall maintain a CMSA Operating
      Statement Analysis Report for each Mortgaged Property (other than any such
      Mortgaged Property which is an REO Property or constitutes security for a
      Specially Serviced Trust Mortgage Loan) that shall be prepared or, once
      prepared, updated by the Master Servicer and delivered to the Trustee
      within 30 days after receipt by the Master Servicer of updated operating
      statements for such Mortgaged Property; provided that the Master Servicer
      shall not be required to update the CMSA Operating Statement Analysis
      Reports more often than quarterly or such other longer period as operating
      statements are required to be delivered to the lender by the Borrower
      pursuant to the related Mortgage Loan Documents.

            The Special Servicer will be required pursuant to Section 3.12(f) to
deliver to the Master Servicer the information required pursuant to this Section
3.12(d) with respect to Specially Serviced Trust Mortgage Loans and REO Trust
Mortgage Loans on or before April 30 of each year, commencing on April 30, 2004,
and within ten days after its receipt of any operating statement for any related
Mortgaged Property or REO Property.

            (e) The Master Servicer's responsibilities under this Section 3.12
with respect to REO Properties and Specially Serviced Trust Mortgage Loans shall
be subject to the satisfaction of the Special Servicer's obligations under
Section 3.12. In the absence of manifest error, the Master Servicer shall be
entitled to conclusively rely upon, without investigation or inquiry, the
information and reports delivered to it by the Special Servicer, and the Trustee
shall be entitled to conclusively rely upon the Master Servicer's reports and
the Special Servicer's reports without any duty or obligation to recompute,
verify or recalculate any of the amounts and other information stated therein.

            (f) The Special Servicer shall deliver or cause to be delivered to
the Master Servicer and, upon the request of the Trustee, the Depositor or any
Rating Agency, to any such requesting party, the following materials, in each
case to the extent that such materials or the information on which they are
based are required to be delivered by the Borrower pursuant to the related
Mortgage Loan Documents and have been received by the Special Servicer:

                  (i) Annually, on or before April 30 of each year, commencing
      in April 30, 2004, or as soon thereafter as is reasonably practicable
      based upon when, and the format in which, the Special Servicer has
      received the subject information, with respect to each Specially Serviced
      Trust Mortgage Loan and REO Trust Mortgage Loan, a CMSA Operating
      Statement Analysis Report and CMSA NOI Adjustment Worksheet, both in
      written form and in electronic format reasonably acceptable to the Master
      Servicer, the Special Servicer and the Trustee for the related Mortgaged
      Property or REO Property as of the end of the preceding fiscal year (but
      only to the extent the Special Servicer has received such information from
      the Master Servicer at the time of the servicing transfer pursuant to
      Section 3.21 as is necessary to prepare the related CMSA Operating
      Statement Analysis Report and CMSA NOI Adjustment Worksheet on a
      prospective basis), based upon (and accompanied by copies of) the
      operating statements and rent rolls for the related Mortgaged Property or
      REO Property as of the end of the preceding fiscal year.

                  The Special Servicer shall use its reasonable efforts (but
      shall not be required to institute litigation) to obtain quarterly and
      annual operating statements and rent rolls with respect to each Mortgaged
      Property constituting security for a Specially Serviced Trust Mortgage
      Loan, which efforts shall include sending a letter to the related Borrower
      or other appropriate party each quarter (followed up with telephone calls)
      requesting such annual operating statements and rent rolls by no later
      than 60 days after the subject fiscal quarter or 90 days after the subject
      fiscal year, as applicable, and shall cause quarterly and annual operating
      statements and rent rolls to be prepared and delivered to it with respect
      to each REO Property within 60 days after each fiscal quarter or 90 days
      after each fiscal year, as applicable. The Special Servicer shall (to the
      extent not delivered pursuant to the preceding paragraph) deliver copies
      of all of the foregoing items so collected to the Master Servicer, the
      Series 2003-C4 Directing Certificateholder and any Requesting
      Certificateholder (at the expense of such requesting Holder), and upon
      request, the Trustee and the Depositor, (x) in the case of quarterly
      operating statements and rent rolls, within the later of (A) 60 days after
      such quarter and (B) 20 days following receipt by the Special Servicer of
      such operating statements and rent rolls, and (y) in the case of annual
      operating statements and rent rolls, not later than the later of (A) April
      30 of each calendar year and (B) 20 days following receipt by the Special
      Servicer of such operating statements and rent rolls.

                  (ii) The Special Servicer shall maintain a CMSA Operating
      Statement Analysis Report, both in written form and in electronic format
      reasonably acceptable to the Master Servicer, the Special Servicer and the
      Trustee, for each Mortgaged Property which constitutes security for a
      Specially Serviced Trust Mortgage Loan or is an REO Property that shall be
      prepared or, once prepared, updated by the Special Servicer and delivered
      to the Master Servicer within 10 days after receipt by the Special
      Servicer of updated operating statements for each such Mortgaged Property;
      provided that the Special Servicer shall not be required to update the
      CMSA Operating Statement Analysis Reports more often than quarterly.

            (g) The Trustee shall be entitled to rely conclusively on and shall
not be responsible for the content or accuracy of any information provided to it
by the Master Servicer or the Special Servicer pursuant to this Agreement.

            (h) If the Master Servicer or the Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement, the Master Servicer or the Special Servicer, as the case may be, may
satisfy such obligation by (x) physically delivering a paper copy of such
statement, report or information, (y) delivering such statement, report or
information in a commonly used electronic format or (z) making such statement,
report or information available on the Master Servicer's internet website,
unless this Agreement expressly specifies a particular method of delivery or
such statement, report or information must be filed with the Commission as
contemplated by Section 3.26.

            (i) The Master Servicer shall, with the reasonable cooperation of
the other parties hereto, deliver to each B-Note Non-Trust Companion Loan Holder
all documents, statements, reports and information with respect to the related
B-Note Non-Trust Companion Loan and/or the related Mortgaged Property as may be
required under the related A/B Intercreditor Agreement.

            (j) The Special Servicer shall prepare and deliver to the Master
Servicer, and the Master Servicer shall prepare, if necessary, and deliver to
each Mayfair Mall Non-Trust Companion Loan Holder, with respect to the related
Mayfair Mall Non-Trust Companion Loan or any related REO Property or its
designee, all of the same type of reports, documents and other information
(whether pursuant to this Section 3.12 or otherwise) that the Special Servicer
or the Master Servicer, as the case may be, is required to prepare and deliver
to the Master Servicer, in the case of the Special Servicer, or to the Trustee,
in the case of the Master Servicer, with respect to the Mayfair Mall Trust
Mortgage Loan or any related REO Property, on a concurrent basis.

            SECTION 3.13      Annual Statement as to Compliance.

            The Master Servicer and the Special Servicer shall each deliver to
the Trustee and to the Rating Agencies, the Depositor, the Series 2003-C4
Directing Certificateholder, the Class MM Directing Certificateholder, each
Mayfair Mall Non-Trust Companion Loan Holder (or its designee) and any
Requesting Subordinate Certificateholder (at the expense of such Requesting
Subordinate Certificateholder) on or before May 1 of each year, beginning in
2003, an Officer's Certificate of the Master Servicer or Special Servicer
stating that, among other things, to the best of such officer's knowledge, the
Master Servicer or Special Servicer, as the case may be, has fulfilled its
obligations under the Pooling and Servicing Agreement in all material respects
throughout the preceding year (or such shorter period as may be applicable) or,
if there has been a material default, specifying each material default known to
such officer, the nature and status of such default and the action proposed to
be taken with respect thereto, and whether the Master Servicer or the Special
Servicer, as the case may be, has received any notice regarding qualification,
or challenging the status, of any REMIC Pool as a REMIC or either Grantor Trust
Pool as a Grantor Trust from the IRS or any other governmental agency or body
(or, if it has received any such notice, specifying the details thereof);
provided that each of the Master Servicer and Special Servicer shall be required
to deliver such Officer's Certificate by March 15 in 2004 or in any given year
thereafter if it has received written confirmation from the Trustee or the
Depositor by January 31 of that year that an Annual Report on Form 10-K is
required to be filed in respect of the Trust (or any securitization trust
holding a Mayfair Mall Non-Trust Companion Loan) for the preceding calendar
year. The Trustee hereby notifies the Master Servicer and the Special Servicer
that an Annual Report on Form 10-K shall be required to be filed with respect to
the Trust for 2003. The Trustee shall deliver such Officer's Certificate, upon
request, to any Certificateholder. If the same entity acts as Master Servicer
and Special Servicer, the foregoing may be delivered as a single certificate.

            SECTION 3.14      Reports by Independent Public Accountants.

            On or before May 1 of each year, beginning in 2003, the Master
Servicer and the Special Servicer (the "reporting person"), each at the
reporting person's expense, shall cause a firm of nationally recognized
Independent public accountants (who may also render other services to the
reporting person) which is a member of the American Institute of Certified
Public Accountants ("AICPA") to furnish a statement (an "Accountant's
Statement") to the Trustee, the Depositor and the Rating Agencies, the Series
2003-C4 Directing Certificateholder, the Class MM Directing Certificateholder,
each Mayfair Mall Non-Trust Companion Loan Holder (or its designee) and any
Requesting Subordinate Certificateholder (at the expense of such Requesting
Subordinate Certificateholder) to the effect that such firm has examined certain
documents and records relating to the servicing of the Mortgage Loans and/or
similar mortgage loans under this Agreement and/or similar agreements during the
previous calendar year and that, on the basis of such examination conducted
substantially in compliance with generally accepted auditing standards and the
Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for FHLMC, such servicing has been conducted during the
previous calendar year in compliance with the minimum servicing standards, to
the extent applicable to multifamily and commercial mortgage loans, identified
in generally accepted auditing standards and the Uniform Single Attestation
Program for Mortgage Bankers or the Audit Program for Mortgages serviced for
FHLMC, except for such significant exceptions or errors in records that, in the
opinion of such firm, generally accepted auditing standards and the Uniform
Single Attestation Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for FHLMC, as applicable, require it to report, in which case
such exceptions and errors shall be so reported; provided that the Master
Servicer and Special Servicer shall be required to cause the delivery of its
Accountant's Statement by March 15 in 2004 or in any given year thereafter if it
has received written confirmation from the Trustee or the Depositor by January
31 of that year that a Report on Form 10-K is required to be filed in respect of
the Trust (or any securitization trust holding a Mayfair Mall Non-Trust
Companion Loan) for the preceding calendar year. The Trustee hereby notifies the
Master Servicer and the Special Servicer that an Annual Report on Form 10-K
shall be required to be filed with respect to the Trust for 2003.

            Each reporting person shall obtain from the related accountants, or
shall prepare, an electronic version of each Accountant's Statement and provide
such electronic version to the Trustee for filing in accordance with the
procedures set forth in Section 3.26 hereof. In rendering such statement, such
firm may rely, as to matters relating to direct servicing of mortgage loans by
Sub-Servicers, upon comparable statements for examinations conducted
substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers (rendered within one year of such statement) of independent
public accountants with respect to the related Sub-Servicer.

            SECTION 3.15      Access to Certain Information.

            (a) Each of the Master Servicer and the Special Servicer shall
provide reasonable access during its normal business hours at each of its
principal servicing offices to any Certificateholder, Certificate Owner or
holder of a security backed by a Non-Trust Companion Loan that is, or is
affiliated with, a federally insured financial institution, the Trustee, the
Depositor, each Rating Agency, to the Master Servicer or to the Special
Servicer, as applicable, and to the OTS, the FDIC, the Federal Reserve Board and
the supervisory agents and examiners of such boards and such corporations, and
any other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, Certificate Owner or holder of a
security backed by a Non-Trust Companion Loan, access to any documentation
regarding the Mortgage Loans and the Trust Fund (or, in the case of a holder of
a security backed by a Non-Trust Companion Loan, regarding such Non-Trust
Companion Loan) within its control which may be required by this Agreement or by
applicable law.

            Such access shall be afforded without charge (except that the Master
Servicer and the Special Servicer may charge a reasonable fee for copies and
out-of-pocket costs to parties other than the Rating Agencies) but only upon
reasonable prior written request and during normal business hours at the offices
of the Master Servicer or the Special Servicer, as the case may be, designated
by it. Nothing in this Section 3.15 shall detract from the obligation of the
Master Servicer and the Special Servicer to observe any applicable law or
agreement prohibiting disclosure of information with respect to the Borrowers,
and the failure of the Master Servicer or the Special Servicer to provide access
as provided in this Section 3.15 as a result of such obligation shall not
constitute a breach of this Section 3.15. Nothing herein shall be deemed to
require the Master Servicer or Special Servicer to confirm, represent or warrant
the accuracy of any other Persons' information or report, included in any
communication from the Master Servicer, the Special Servicer or Borrower.
Notwithstanding the above, the Master Servicer and Special Servicer shall not
have any liability to the Depositor, the Trustee, any Certificateholder, any
Certificate Owner, the Initial Purchaser, any Underwriter, any Rating Agency or
any other Person to whom it delivers information pursuant to and in accordance
with this Section 3.15 or any other provision of this Agreement for federal,
state or other applicable securities law violations relating to the disclosure
of such information, unless the Master Servicer or Special Servicer, as the case
may be, acted with negligence, bad faith or willful misfeasance. The Master
Servicer and the Special Servicer may each deny any of the foregoing persons
access to confidential information or any intellectual property which the Master
Servicer or the Special Servicer is restricted by license or contract from
disclosing. Notwithstanding the foregoing, the Master Servicer and the Special
Servicer shall maintain separate from such confidential information and
intellectual property, all documentation regarding the Mortgage Loans and REO
Properties that is not confidential.

            (b) The Master Servicer may, in accordance with such reasonable
rules and procedures as it may adopt, also make available through its Website or
otherwise, any additional information relating to the Trust Mortgage Loans, the
Mortgaged Properties or the Borrowers, for review by the Depositor, the Rating
Agencies and any other Persons to whom the Master Servicer believes such
disclosure is appropriate, in each case except to the extent doing so is
prohibited by applicable law or by the related Trust Mortgage Loan.

            (c) The Master Servicer and the Special Servicer shall make the
following items available at their respective offices during normal business
hours, for review by the Depositor, the Trustee, any Non-Trust Companion Loan
Holder (or its designee), the Rating Agencies, any Certificateholder, any
Certificate Owner, any prospective transferee of a Certificate or an interest
therein and any other Persons to whom the Master Servicer or the Special
Servicer, as applicable, believes such disclosure to be appropriate, or shall
send such items to any requesting party (at the expense of such requesting
party, except in the case of the Series 2003-C4 Directing Certificateholder (so
long as the requests are not excessive or duplicative), the Class MM Directing
Certificateholder (so long as the requests are not excessive or duplicative),
any Non-Trust Companion Loan Holder (or its designee) (so long as the requests
are not excessive or duplicative), the Trustee and the Rating Agencies, and
except as otherwise provided in the last sentence of this paragraph): (i) all
financial statements, occupancy information, rent rolls, retail sales
information, average daily room rates and similar information received from the
respective Borrowers or otherwise obtained by the Master Servicer or the Special
Servicer, as applicable, (ii) the inspection reports prepared by or on behalf of
the Master Servicer or the Special Servicer, as applicable, with respect to the
respective Mortgaged Properties in connection with the property inspections
pursuant to Section 3.19, (iii) any appraisals and/or internal valuations
prepared by or on behalf of the Master Servicer or the Special Servicer, as
applicable, with respect to the respective Mortgaged Properties in accordance
with this Agreement, (iv) any and all modifications, waivers and amendments of
the terms of a Trust Mortgage Loan entered into by the Master Servicer or the
Special Servicer, as applicable, and (v) any and all officer's certificates and
other evidence delivered to the Trustee and the Depositor to support the Master
Servicer's determination that any Advance was, or if made would be, a
Nonrecoverable Advance. Copies of all such information shall be delivered by the
Master Servicer or the Special Servicer, as applicable, upon request, not more
frequently than quarterly to the Certificateholders (or, if the Controlling
Class of Certificates is held in book-entry form, the Certificate Owners) of the
Controlling Class (as identified by the related Depository Participant and for
so long as such Class remains outstanding) at the address specified by such
Certificate Owners; provided, however, that if beneficial ownership of the
Controlling Class resides in more than one Certificateholder or Certificate
Owner, as applicable, the Master Servicer or the Special Servicer, as
applicable, shall be responsible only for the expense of providing the first
such copy of such information and shall be entitled to reimbursement from the
requesting party for the expense of any additional copies so provided.

            (d) With respect to any information furnished by the Master Servicer
or the Special Servicer pursuant to the foregoing provisions of this Section
3.15, the Master Servicer or the Special Servicer, as the case may be, shall be
entitled to indicate the source of such information, and the Master Servicer or
the Special Servicer, as applicable, may affix thereto any disclaimer it deems
appropriate in its discretion. In connection with providing access to or copies
of the items described above in this Section 3.15 to Certificateholders,
Certificate Owners, prospective purchasers of Certificates or interests therein
or investment advisors of any of the foregoing, the Master Servicer or the
Special Servicer, as the case may be, shall require: (i) in the case of
Certificateholders and Certificate Owners, a confirmation executed by the
requesting Person in form and substance reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, generally to the effect that
such Person is a registered or beneficial holder of Certificates or an
investment advisor representing such Person and is requesting the information
solely for use in evaluating such Person's investment in the Certificates and
will otherwise keep such information confidential; and (ii) in the case of a
prospective purchaser or an investment advisor representing such Person,
confirmation executed by the requesting Person in form and substance reasonably
acceptable to the Master Servicer or the Special Servicer, as the case may be,
generally to the effect that such Person is a prospective purchaser of a
Certificate or an interest therein or an investment advisor representing such
Person, and is requesting the information solely for use in evaluating a
possible investment in Certificates and will otherwise keep such information
confidential. Neither the Master Servicer nor the Special Servicer shall be
liable for the dissemination of information in accordance with this Agreement.

            (e) any transmittal of information by the Master Servicer or Special
Servicer to any Person other than the Trustee, the Rating Agencies or the
Depositor may be accompanied by a letter from the Master Servicer or Special
Servicer containing the following provision:

            "By receiving the information set forth herein, you
            hereby acknowledge and agree that the United States
            securities laws restrict any person who possesses
            material, non-public information regarding the Trust
            which issued Credit Suisse First Boston Mortgage
            Securities Corp., Commercial Mortgage Pass-Through
            Certificates, Series 2003-C4 from purchasing or selling
            such Certificates in circumstances where the other party
            to the transaction is not also in possession of such
            information. You also acknowledge and agree that such
            information is being provided to you for the purposes
            of, and such information may be used only in connection
            with, evaluation by you or another Certificateholder or
            prospective purchaser of such Certificates or beneficial
            interest therein."

            (f) Notwithstanding anything in this Agreement to the contrary, the
Master Servicer and the Special Servicer may withhold any information not yet
included in a Current Report on Form 8-K filed with the Commission or otherwise
made publicly available with respect to which the Trustee, the Special Servicer
or the Master Servicer has determined that such withholding is appropriate in
accordance with applicable law.

            (g) Except as otherwise required by this Agreement and except for
statements, reports and information to be filed with the Commission as
contemplated by Section 3.26, the Master Servicer and the Special Servicer each
may, in its discretion, make available by hard copy, electronic media, internet
website or bulletin board service certain information and may make available by
hard copy, electronic media, internet website or bulletin board service any
reports or information that the Master Servicer or the Special Servicer is
required by this Agreement to provide to any of the Rating Agencies, the
Trustee, the Depositor and anyone the Depositor reasonably designates.

            SECTION 3.16      Title to REO Property; REO Account.

            (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee, on behalf of
the Certificateholders and, if such REO Property relates to a Mortgage Loan
Combination, on behalf of the related Non-Trust Companion Loan Holder(s). The
Special Servicer, on behalf of the Trust and, if such REO Property relates to a
Mortgage Loan Combination, on behalf of the related Non-Trust Companion Loan
Holder(s), shall sell any REO Property in accordance with Section 3.18 by the
end of the third calendar year following the year in which the Trust acquires
ownership of such REO Property for purposes of Section 860G(a)(8) of the Code,
unless the Special Servicer either (i) applies, more than 60 days prior to the
expiration of such liquidation period, for and is granted an extension of time
(an "REO Extension") by the IRS to sell such REO Property or (ii) obtains for
the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that
the holding by the Trust of such REO Property subsequent to the end of the third
calendar year following the year in which such acquisition occurred will not
result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse
Grantor Trust Event with respect to either Grantor Trust Pool. Regardless of
whether the Special Servicer applies for or is granted the REO Extension
contemplated by clause (i) of the immediately preceding sentence or obtains the
Opinion of Counsel referred to in clause (ii) of such sentence, the Special
Servicer shall act in accordance with the Servicing Standard to liquidate the
subject REO Property on a timely basis. If the Special Servicer is granted such
REO Extension or obtains such Opinion of Counsel with respect to any REO
Property, the Special Servicer shall (i) promptly forward a copy of such REO
Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property
within such extended period as is permitted by such REO Extension or
contemplated by such Opinion of Counsel, as the case may be. Any expense
incurred by the Special Servicer in connection with its applying for and being
granted the REO Extension contemplated by clause (i) of the third preceding
sentence or its obtaining the Opinion of Counsel contemplated by clause (ii)
above shall be an expense of the Trust Fund (or, if applicable, the Trust Fund
and any affected Non-Trust Companion Loan Holder(s)) payable out of the
Collection Account pursuant to Section 3.05 (or, if applicable, out of the
related Mortgage Loan Combination Custodial Account pursuant to Section 3.04).

            (b) The Special Servicer shall segregate and hold all funds
collected and received by it in connection with any REO Property separate and
apart from its own funds and general assets. If title to any REO Property is
acquired by or on behalf of the Trust (or, if such REO Property relates to a
Mortgage Loan Combination, on behalf of the Trust Fund and the related Non-Trust
Companion Loan Holder(s)), then the Special Servicer shall establish and
maintain one or more accounts (collectively, the "REO Account"), to be held on
behalf of the Trustee in trust for the benefit of the Certificateholders (and
any affected Non-Trust Companion Loan Holder(s)), for the retention of revenues
and other proceeds derived from such REO Property. Each account that constitutes
an REO Account shall be an Eligible Account. The Special Servicer shall deposit,
or cause to be deposited, in the REO Account, within one Business Day following
receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation
Proceeds received in respect of an REO Property. Funds in the REO Account may be
invested in Permitted Investments in accordance with Section 3.06. The Special
Servicer shall be entitled to make withdrawals from the REO Account to pay
itself, as additional special servicing compensation, interest and investment
income earned in respect of amounts held in the REO Account as provided in
Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any,
with respect to the REO Account for any Collection Period). The Special Servicer
shall give notice to the other parties hereto of the location of the REO Account
when first established and of the new location of the REO Account prior to any
change thereof.

            (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On the first Business Day
following each Determination Date, the Special Servicer shall withdraw from the
REO Account and deposit into the Collection Account (or, if the subject REO
Property relates to a Mortgage Loan Combination, into the related Mortgage Loan
Combination Custodial Account), or deliver to the Master Servicer for deposit
into the Collection Account (or, if the subject REO Property relates to a
Mortgage Loan Combination, into the related Mortgage Loan Combination Custodial
Account), the aggregate of all amounts received in respect of each REO Property
during the Collection Period ending on such Determination Date that are then on
deposit in the REO Account, net of any withdrawals made out of such amounts
pursuant to the preceding sentence; provided that, in the case of each REO
Property, the Special Servicer may retain in the REO Account such portion of
such proceeds and collections as may be necessary to maintain a reserve of
sufficient funds for the proper operation, management, leasing, maintenance and
disposition of such REO Property (including the creation of a reasonable reserve
for repairs, replacements, necessary capital improvements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
reasonably expected to be incurred during the following 12-month period.

            (d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or
3.16(c).

            SECTION 3.17      Management of REO Property.

            (a) Prior to the acquisition of title to any Mortgaged Property
securing a defaulted Mortgage Loan, the Special Servicer shall review the
operation of such Mortgaged Property and determine the nature of the income that
would be derived from such property if it were acquired by the Trust. If the
Special Servicer determines from such review that:

                  (i) None of the income from Directly Operating such Mortgaged
      Property would be subject to tax as "net income from foreclosure property"
      within the meaning of the REMIC Provisions or to the tax imposed on
      "prohibited transactions" under Section 860F of the Code (either such tax
      referred to herein as an "REO Tax"), then such Mortgaged Property may be
      Directly Operated by the Special Servicer as REO Property;

                  (ii) Directly Operating such Mortgaged Property as an REO
      Property could result in income from such property that would be subject
      to an REO Tax, but that a lease of such property to another party to
      operate such property, or the performance of some services by an
      Independent Contractor with respect to such property, or another method of
      operating such property would not result in income subject to an REO Tax,
      then the Special Servicer may (provided that in the judgment of the
      Special Servicer, exercised in accordance with the Servicing Standard, it
      is commercially reasonable) so lease or otherwise operate such REO
      Property; or

                  (iii) It is reasonable to believe that Directly Operating such
      property as REO Property could result in income subject to an REO Tax and
      that no commercially reasonable means exists to operate such property as
      REO Property without the Trust incurring or possibly incurring an REO Tax
      on income from such property, then the Special Servicer shall deliver to
      the Trustee, to the Series 2003-C4 Directing Certificateholder and, if the
      Mayfair Mall Mortgaged Property is affected, to each Mayfair Mall
      Non-Trust Companion Loan Holder (or its designee) and the Class MM
      Directing Certificateholder, in writing, a proposed plan (the "Proposed
      Plan") to manage such property as REO Property. Such plan shall include
      potential sources of income and good faith estimates of the amount of
      income from each such source. Within a reasonable period of time after
      receipt of such plan, the Trustee shall consult with the Special Servicer
      and shall advise the Special Servicer of the Trust's federal income tax
      reporting position with respect to the various sources of income that the
      Trust would derive under the Proposed Plan. In addition, the Trustee shall
      (to the maximum extent reasonably possible) advise the Special Servicer of
      the estimated amount of taxes that the Trust would be required to pay with
      respect to each such source of income. After receiving the information
      described in the two preceding sentences from the Trustee, the Special
      Servicer shall either (A) implement the Proposed Plan (after acquiring the
      respective Mortgaged Property as REO Property) or (B) manage and operate
      such property in a manner that would not result in the imposition of an
      REO Tax on the income derived from such property.

Subject to Section 3.17(b), the Special Servicer's decision as to how each REO
Property shall be managed and operated shall be in accordance with the Servicing
Standard. Neither the Special Servicer nor the Trustee shall be liable to the
Certificateholders, the Trust, the other parties hereto, any affected Non-Trust
Companion Loan Holder or each other for errors in judgment made in good faith in
the exercise of their discretion while performing their respective
responsibilities under this Section 3.17(a) with respect to any REO Property.
Nothing in this Section 3.17(a) is intended to prevent the sale of any REO
Property pursuant to the terms and subject to the conditions of Section 3.18.

            (b) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect, operate and lease such REO Property for the
benefit of the Certificateholders (or, if such REO Property relates to a
Mortgage Loan Combination, for the benefit of the Certificateholders and the
related Non-Trust Companion Loan Holder(s)) solely for the purpose of its prompt
disposition and sale in accordance with Section 3.18, in a manner that does not
cause such REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or, except as contemplated by Section
3.17(a), result in the receipt by any REMIC Pool of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code,
in an Adverse REMIC Event with respect to any REMIC Pool or in an Adverse
Grantor Trust Event with respect to either Grantor Trust Pool. Except as
contemplated by Section 3.17(a), the Special Servicer shall not enter into any
lease, contract or other agreement with respect to any REO Property that causes
the Trust to receive, and (unless required to do so under any lease, contract or
agreement to which the Special Servicer or the Trust may become a party or
successor to a party due to a foreclosure, deed-in-lieu of foreclosure or other
similar exercise of a creditor's rights or remedies with respect to the related
Mortgage Loan(s)) shall not, with respect to any REO Property, cause or allow
the Trust to receive, any "net income from foreclosure property" that is subject
to taxation under the REMIC Provisions. Subject to the foregoing, however, the
Special Servicer shall have full power and authority to do any and all things in
connection with the administration of any REO Property as are consistent with
the Servicing Standard, and consistent therewith, shall withdraw from the REO
Account, to the extent of amounts on deposit therein with respect to such REO
Property, funds necessary for the proper operation, management, leasing,
maintenance and disposition of such REO Property, including:

                  (i) all insurance premiums due and payable in respect of such
      REO Property;

                  (ii) all real estate taxes and assessments in respect of such
      REO Property that may result in the imposition of a lien thereon;

                  (iii) any ground rents in respect of such REO Property, if
      applicable; and

                  (iv) all other costs and expenses necessary to maintain,
      lease, sell, protect, manage, operate and restore such REO Property.

To the extent that amounts on deposit in the REO Account with respect to any REO
Property are insufficient for the purposes contemplated by the preceding
sentence with respect to such REO Property, the Master Servicer shall, at the
direction of the Special Servicer in accordance with Section 3.03(c), make a
Servicing Advance of such amounts as are necessary for such purposes unless the
Master Servicer determines, in its reasonable judgment, that such advances
would, if made, be Nonrecoverable Servicing Advances; provided, however, that
the Master Servicer may in its sole discretion make any such Servicing Advance
without regard to recoverability if it is a necessary fee or expense incurred in
connection with the defense or prosecution of legal proceedings.

            (c) The Special Servicer may contract with any Independent
Contractor for the operation and management of any REO Property; provided that:

                  (i) the terms and conditions of any such contract may not be
      inconsistent herewith and shall reflect an agreement reached at arm's
      length;

                  (ii) the fees of such Independent Contractor (which shall be
      expenses of the Trust) shall be reasonable and customary in light of the
      nature and locality of such REO Property;

                  (iii) any such contract shall require, or shall be
      administered to require, that the Independent Contractor, in a timely
      manner, (A) pay all costs and expenses incurred in connection with the
      operation and management of such REO Property, including those listed in
      Section 3.17(b) above, and (B) remit all related revenues collected (net
      of its fees and such costs and expenses) to the Special Servicer upon
      receipt;

                  (iv) none of the provisions of this Section 3.17(c) relating
      to any such contract or to actions taken through any such Independent
      Contractor shall be deemed to relieve the Special Servicer of any of its
      duties and obligations hereunder with respect to the operation and
      management of any such REO Property; and

                  (v) the Special Servicer shall be obligated with respect
      thereto to the same extent as if it alone were performing all duties and
      obligations in connection with the operation and management of such REO
      Property.

The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. To the extent the costs of any contract with any
Independent Contractor for the operation and management of any REO Property are
greater that the revenues available from such property, such excess costs shall
be covered by, and be reimbursable to, the Master Servicer as a Servicing
Advance.

            SECTION 3.18      Fair Value Purchase Option; Sale of REO
                              Properties.

            (a) Each of the Master Servicer, the Special Servicer or the Trustee
may sell or purchase, or permit the sale or purchase of, a Trust Mortgage Loan
or REO Property only on the terms and subject to the conditions set forth in
this Section 3.18 or as otherwise expressly provided in or contemplated by
Section 2.03(b), Section 3.31, Section 9.01, the related Mortgage Loan Documents
and/or any related intercreditor, co-lender and/or similar agreement(s).

            (b) If any Trust Mortgage Loan becomes a Defaulted Trust Mortgage
Loan, then the Special Servicer shall promptly so notify in writing the Trustee,
the Master Servicer and the Series 2003-C4 Directing Certificateholder and, in
respect of the Mayfair Mall Trust Mortgage Loan only, each Mayfair Mall
Non-Trust Companion Loan Holder (or its designee) and the Class MM Directing
Certificateholder. The Series 2003-C4 Directing Certificateholder may, at its
option, purchase any Defaulted Trust Mortgage Loan out of the Trust Fund at a
cash price equal to the applicable Purchase Price. The Series 2003-C4 Directing
Certificateholder may, after receipt of the notice described in the first
sentence of this Section 3.18(b), assign its option under the preceding sentence
to any party; provided that the Series 2003-C4 Directing Certificateholder, in
connection therewith, shall deliver to the Trustee and the Special Servicer a
copy of the related written assignment executed by the Series 2003-C4 Directing
Certificateholder. The applicable Purchase Price for any Defaulted Trust
Mortgage Loan purchased under this Section 3.18(b) shall be deposited into the
Collection Account, and the Trustee, upon receipt of an Officer's Certificate
from the Master Servicer to the effect that such deposit has been made, shall
release or cause to be released to the Person effecting such purchase (or to its
designee) the related Mortgage File, and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be provided to it and are reasonably necessary to vest in the Person effecting
such purchase (or its designee) ownership of such Trust Mortgage Loan. In
connection with any such purchase, the Special Servicer shall deliver the
related Servicing File to the Person effecting such purchase (or to its
designee).

            If not exercised sooner, such purchase option with respect to any
Defaulted Trust Mortgage Loan will automatically terminate upon (i) the related
Borrower's cure of all defaults on the Defaulted Trust Mortgage Loan, (ii) the
acquisition on behalf of the Trust of title to the related Mortgaged Property by
foreclosure or deed in lieu of foreclosure, (iii) the modification, waiver or
pay-off (full or discounted) of the Defaulted Trust Mortgage Loan in connection
with a workout or (iv) in the case of the Mayfair Mall Trust Mortgage Loan (if
applicable), the purchase thereof pursuant to or as contemplated by Section
3.31.

            The applicable Purchase Price for any Defaulted Trust Mortgage Loan
purchased under this Section 3.18(b) shall, (i) pending determination of the
Fair Value thereof pursuant to the succeeding sentence, be the Purchase Price
calculated in accordance with the definition of Purchase Price, and (ii)
following determination of the Fair Value pursuant to the succeeding sentence,
be the Fair Value. The Special Servicer shall promptly obtain an Appraisal
(unless it has an Appraisal that is less than 12 months old and has no actual
knowledge of, or notice of, any event which in the Special Servicer's judgment
would materially affect the validity of such Appraisal), and shall, within 60
days following the date on which a Trust Mortgage Loan becomes a Defaulted Trust
Mortgage Loan, determine the fair value thereof in accordance with the Servicing
Standard (the "Fair Value"). In determining the Fair Value of any Defaulted
Trust Mortgage Loan the Special Servicer shall take into account, among other
factors, the period and amount of the delinquency on such Trust Mortgage Loan,
the occupancy level and physical condition of the related Mortgaged Property,
the state of the local economy in the area where the Mortgaged Property is
located, the time and expense associated with a purchaser's foreclosing on the
related Mortgaged Property, and the expected recoveries from such Defaulted
Trust Mortgage Loan if the Special Servicer were to pursue a workout or
foreclosure strategy instead of selling such Defaulted Trust Mortgage Loan
pursuant to the subject purchase option. In addition, the Special Servicer shall
refer to all relevant information contained in the Servicing File, including the
most recent Appraisal obtained or conducted with respect to the related
Mortgaged Property and available objective third-party information obtained from
generally available sources, as well as information obtained from vendors
providing real estate services to the Special Servicer, concerning the market
for distressed real estate loans and the real estate market for the subject
property type in the area where the related Mortgaged Property is located based
on the Appraisal. The Special Servicer must give prompt written notice of its
Fair Value determination to the Trustee, the Master Servicer and the Series
2003-C4 Directing Certificateholder.

            The Special Servicer shall be required to change from time to time
thereafter its determination of the Fair Value of a Defaulted Trust Mortgage
Loan based upon changed circumstances, new information or otherwise, in
accordance with the Servicing Standard. If the most recent Fair Value
calculation was made more than 90 days prior to the exercise date of a purchase
option (under this Section 3.18(b) or Section 3.18(c)), then the Special
Servicer shall confirm or revise the Fair Value determination, which Fair Value
may be higher or lower.

            If the Mayfair Mall Trust Mortgage Loan becomes a Defaulted Trust
Mortgage Loan, the Special Servicer shall deliver to each holder of a Mayfair
Mall Non-Trust Companion Loan (or the designee of that holder) copies of all
written and/or electronic information used by the Special Servicer to establish
the Fair Value of the Mayfair Mall Trust Mortgage Loan, together with, at the
expense of such holder, such other information as such holder (or its designee)
may reasonably request to perform a similar valuation of the subject Mayfair
Mall Non-Trust Companion Loan.

            In the event that the Special Servicer or any affiliate of the
Special Servicer exercises the purchase option (under this Section 3.18(b) or
Section 3.18(c)) with respect to any Defaulted Trust Mortgage Loan, including as
the Series 2003-C4 Directing Certificateholder or as the assignee thereof, then
the Master Servicer or, if the Master Servicer is also the Special Servicer or
an affiliate of the Special Servicer, the Trustee shall determine whether the
Special Servicer's determination of Fair Value for a Defaulted Trust Mortgage
Loan is no less than the amount that the Master Servicer or the Trustee, as
applicable, considers to be the Fair Value of such Defaulted Trust Mortgage
Loan. In such event, the Special Servicer shall promptly deliver to the Master
Servicer or the Trustee, as applicable, in accordance with the foregoing
sentence, the most recent related Appraisal then in the Special Servicer's
possession, together with such other third-party reports and other information
then in the Special Servicer's possession that is relevant to the confirmation
of the Special Servicer's determination of Fair Value, including information
regarding any change in circumstance regarding the Defaulted Trust Mortgage Loan
known to the Special Servicer that has occurred subsequent to, and that would
materially affect the value of the related Mortgaged Property reflected in, the
most recent related Appraisal. Notwithstanding the foregoing, and if the Special
Servicer has not already done so, the Master Servicer or the Trustee, as the
case may be, may (at its option) designate an Independent Qualified Appraiser,
selected with reasonable care by the Master Servicer or the Trustee, as the case
may be, to confirm that the Special Servicer's determination of Fair Value is
consistent with or greater than what the Independent Qualified Appraiser
considers to be the Fair Value of such Defaulted Trust Mortgage Loan. In that
event, the Master Servicer or Trustee, as applicable, will be entitled to rely
upon such Independent Qualified Appraiser's determination. The Master Servicer
or Trustee, as applicable, shall be entitled to a fee of $1,500 in connection
with each such Fair Value determination. The costs of all third party opinions
of value and any Appraisals and inspection reports incurred by the Master
Servicer or Trustee, as the case may be, as contemplated by this paragraph shall
be advanced by the Master Servicer or Trustee, as the case may be, and will
constitute, and be reimbursable as, a Servicing Advance.

            Unless and until the purchase option granted hereunder with respect
to a Defaulted Trust Mortgage Loan is exercised, the Special Servicer will be
required to pursue such other resolution strategies available hereunder,
including workout and foreclosure, consistent with the Servicing Standard, but
the Special Servicer will not be permitted to sell the Defaulted Trust Mortgage
Loan other than pursuant to the exercise of such purchase option or as otherwise
permitted under Section 3.18(a).

            (c) If the Series 2003-C4 Directing Certificateholder or an assignee
thereof has not purchased any Defaulted Trust Mortgage Loan as provided in
Section 3.18(b) within 15 days of the Series 2003-C4 Directing
Certificateholder's having received notice that the subject Trust Mortgage Loan
has become a Defaulted Trust Mortgage Loan pursuant to Section 3.18(b), then the
Trustee shall within five days of the end of such 15-day period send notice to
the Special Servicer that such Trust Mortgage Loan was not purchased by the
Series 2003-C4 Directing Certificateholder or its assignee, and the Special
Servicer may, at its option, within 15 days after receipt of such notice,
purchase (or designate an Affiliate thereof to purchase) such Trust Mortgage
Loan out of the Trust Fund at a cash price equal to the Purchase Price. In
addition, if the Series 2003-C4 Directing Certificateholder or an assignee
thereof has not purchased any Defaulted Trust Mortgage Loan provided in Section
3.18(b) within 15 days of the Series 2003-C4 Directing Certificateholder's
having received notice of the calculation of Fair Value pursuant to Section
3.18(b), then the Trustee shall within five days of the end of such 15-day
period send notice to the Special Servicer that such Trust Mortgage Loan was not
purchased by the Series 2003-C4 Directing Certificateholder or its assignee, and
the Special Servicer may, at its option, within 15 days after receipt of such
notice, purchase (or designate an Affiliate thereof to purchase) such Trust
Mortgage Loan out of the Trust Fund at a cash price equal to the Fair Value. The
cash price paid for any such Trust Mortgage Loan purchased under this Section
3.18(c) shall be deposited into the Collection Account, and the Trustee, upon
receipt of an Officer's Certificate from the Master Servicer to the effect that
such deposit has been made, shall release or cause to be released to the Special
Servicer (or the designated Affiliate thereof), as applicable, the related
Mortgage File, and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be provided to it and are
reasonably necessary to vest in the Special Servicer (or the designated
Affiliate thereof), as applicable, the ownership of such Trust Mortgage Loan.

            (d) The Special Servicer shall use reasonable efforts to solicit
bids for each REO Property in such manner as will be reasonably likely to
realize a fair price as soon as reasonably possible and, in any event, within
the time period provided for by Section 3.16(a). Such solicitation shall be made
in a commercially reasonable manner. The Special Servicer shall accept the
highest cash bid received from any Person for such REO Property in an amount at
least equal to the Purchase Price therefor; provided, however, that in the
absence of any such bid, the Special Servicer shall accept the highest cash bid
received from any Person that is determined by the Special Servicer to be a fair
price for such REO Property. If the Special Servicer reasonably believes that it
will be unable to realize a fair price for any REO Property within the time
constraints imposed by Section 3.16(a), then the Special Servicer shall dispose
of such REO Property upon such terms and conditions as the Special Servicer
shall deem necessary and desirable to maximize the recovery thereon under the
circumstances and, in connection therewith, shall accept the highest outstanding
cash bid, regardless of from whom received. If the Special Servicer determines
with respect to any REO Property that the offers being made with respect thereto
are not in the best interests of the Certificateholders and, if the subject REO
Property relates to a Mortgage Loan Combination, the related Non-Trust Companion
Loan Holder(s), as a collective whole, and that the end of the period referred
to in Section 3.16(a) with respect to such REO Property is approaching, the
Special Servicer shall seek an extension of such period in the manner described
in Section 3.16(a); provided, however, that the Special Servicer shall use its
best efforts, consistent with the Servicing Standard, to sell any REO Property
prior to three years prior to the Rated Final Distribution Date.

            The Special Servicer shall give the Trustee, the Master Servicer and
any affected Non-Trust Companion Loan Holder(s) not less than three Business
Days' prior written notice of its intention to sell any REO Property. No
Interested Person shall be obligated to submit a bid to purchase any REO
Property, and notwithstanding anything to the contrary herein, neither the
Trustee, in its individual capacity, nor any of its Affiliates may bid for or
purchase any REO Property pursuant hereto.

            (e) Whether any cash bid constitutes a fair price for any REO
Property for purposes of Section 3.18(d), shall be determined by the Special
Servicer, if the highest bidder is a Person other than the Special Servicer or
an Affiliate thereof, and by the Master Servicer, if the highest bidder is the
Special Servicer or an Affiliate thereof. In determining whether any bid
received from the Special Servicer or an Affiliate thereof represents a fair
price for any REO Property, the Special Servicer and the Master Servicer shall
obtain and may conclusively rely on the opinion of an Appraiser retained at the
expense of the Trust Fund (and/or any affected Non-Trust Companion Loan
Holder(s)) by (i) the Master Servicer, if the highest bidder is the Special
Servicer or an Affiliate thereof or (ii) the Special Servicer, in any other
case. In determining whether any bid constitutes a fair price for any REO
Property, such Appraiser shall be instructed to take into account, as
applicable, among other factors, the occupancy level and physical condition of
the REO Property, the state of the local economy and the obligation to dispose
of any REO Property within the time period specified in Section 3.16(a). The
Purchase Price for any REO Property shall in all cases be deemed a fair price.

            Subject to subsections (a) through (d) above, the Special Servicer
shall act on behalf of the Trustee in negotiating and taking any other action
necessary or appropriate in connection with the sale of any REO Property, and
the collection of all amounts payable in connection therewith. Any sale of any
REO Property shall be final and without recourse to the Trustee, the Trust Fund
or any affected Non-Trust Companion Loan Holder(s), except, in the case of the
Trust Fund, as shall be customary in deeds of real property, and if such sale is
consummated in accordance with the terms of this Agreement, neither the Special
Servicer nor the Master Servicer shall have any liability to any
Certificateholder with respect to the purchase price therefor accepted by the
Special Servicer or the Master Servicer.

            (f) Any sale of any Defaulted Trust Mortgage Loan or REO Property
shall be for cash only.

            (g) The parties hereto acknowledge the purchase option of each
B-Note Non-Trust Companion Loan Holder with respect to the related A-Note
Mortgage Loan provided for in the related A/B Intercreditor Agreement. The
purchase price paid by any B-Note Non-Trust Companion Loan Holder for the
related A-Note Mortgage Loan in accordance with such purchase option shall be
deposited into the Collection Account, and the Trustee, upon receipt of written
notice from the Master Servicer to the effect that such deposit has been made,
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be provided to it and are reasonably necessary
to vest ownership of such Mortgage Loan in the related B-Note Non-Trust
Companion Loan Holder.

            (h) Any purchase option provided for with respect to a Defaulted
Trust Mortgage Loan pursuant to this Section 3.18 shall, in the case of the
Mayfair Mall Trust Mortgage Loan, be subject to the rights of the Class MM
Directing Certificateholder, the Series 2003-C4 Directing Certificateholder or
any Mayfair Mall Non-Trust Companion Loan Holder, as applicable, to purchase the
Mayfair Mall Trust Mortgage Loan in accordance with or as contemplated by
Section 3.31.

            (i) If pursuant to any purchase option provided for in the related
intercreditor, co-lender or similar agreement, a Mezzanine Loan Holder purchases
any Trust Mortgage Loan, then the purchase price paid by such Mezzanine Loan
Holder for such Trust Mortgage Loan in accordance with such purchase option
shall be deposited into the Collection Account, and the Trustee, upon receipt of
written notice from the Master Servicer to the effect that such deposit has been
made, shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be provided to it and are reasonably
necessary to vest ownership of such Trust Mortgage Loan in such Mezzanine Loan
Holder.

            SECTION 3.19      Additional Obligations of the Master Servicer and
                              Special Servicer; Inspections; Appraisals.

            (a) The Master Servicer (or, with respect to each Specially Serviced
Trust Mortgage Loan and REO Property and each Trust Mortgage Loan described in
Section 3.19(c) below, the Special Servicer) shall physically inspect or cause
to be physically inspected (which inspection may be conducted by an independent
third party contractor), at its own expense, each Mortgaged Property at such
times and in such manner as are consistent with the Servicing Standard, but in
any event shall inspect each Mortgaged Property (A) with a Stated Principal
Balance equal to or greater than $2,500,000 at least once every 12 months and
(B) with a Stated Principal Balance of less than $2,500,000 at least once every
24 months, in each case commencing in 2004 (or at such lesser frequency as each
Rating Agency shall have confirmed in writing to the Master Servicer, will not
result a downgrade, qualification or withdrawal of the then-current ratings
assigned to any Class of the Certificates) and (C) if the Trust Mortgage Loan
becomes a Specially Serviced Trust Mortgage Loan, as soon as practicable and
thereafter at least once every 12 months for so long as such condition exists.
The Master Servicer or Special Servicer, as applicable, shall send each
inspection report (i) to S&P and/or Moody's, upon request, (ii) to the Series
2003-C4 Directing Certificateholder and any Requesting Subordinate
Certificateholder (at the expense of such Requesting Subordinate
Certificateholder), (iii) if the subject Mortgaged Property relates to a
Mortgage Loan Combination, to the related Non-Trust Companion Loan Holder(s) and
(iv) to the Trustee upon request. At the request of any Certificateholder or
Certificate Owner, the Trustee shall request a copy of the relevant inspection
report(s) and deliver the same to such Certificateholder or Certificate Owner,
as the case may be.

            (b) With respect to each Mortgage Loan that allows the Special
Servicer (on behalf of the Trust Fund and any affected Non-Trust Companion Loan
Holder(s)) to terminate, or cause the related Borrower to terminate, the related
Manager upon the occurrence of certain events specified in the related Mortgage
Loan Documents, the Special Servicer may enforce the Trustee's rights with
respect to the Manager under the related Mortgage Loan Documents and Management
Agreement; provided that, if such right accrues under the related Mortgage Loan
Documents or Management Agreement only because of the occurrence of the related
Anticipated Repayment Date, if any, the Special Servicer may in its sole
discretion, in accordance with the Servicing Standard, waive such right with
respect to such date. If the Special Servicer is entitled to terminate the
Manager, the Special Servicer shall promptly give notice to the Series 2003-C4
Directing Certificateholder, to the Class MM Directing Certificateholder and
each Mayfair Mall Non-Trust Companion Loan Holder (if the Mayfair Mall Mortgaged
Property is affected) and to each Rating Agency. In accordance with the
Servicing Standard, the Special Servicer shall cause the Borrower to terminate
the Manager, and to recommend a Successor Manager (meeting the requirements set
forth below) only if the Special Servicer determines in its reasonable
discretion that such termination is not likely to result in successful
litigation against the Trust Fund and any affected Non-Trust Companion Loan
Holder(s) by such Manager or the related Borrower, or create a defense to the
enforcement of remedies under the subject Mortgage Loan.

            The Special Servicer shall effect such termination only if the
Special Servicer has, in the case of any Specially Serviced Trust Mortgage Loan
that is a Significant Trust Mortgage Loan, received a written confirmation from
each of the Rating Agencies, that the appointment of such Successor Manager
would not cause such Rating Agency to withdraw, downgrade or qualify any of the
then-current ratings on the Certificates. If a Manager is otherwise terminated
or resigns under the related Mortgage Loan Documents or Management Agreement and
the related Borrower does not appoint a Successor Manager, the Special Servicer
shall use its best efforts to retain a Successor Manager (or the recommended
Successor Manager, if any) on terms substantially similar to the Management
Agreement or, failing that, on terms as favorable to the Trust Fund as can
reasonably be obtained by the Special Servicer. For the purposes of this Section
3.19(b), a "Successor Manager" shall be a professional management corporation or
business entity reasonably acceptable to the Special Servicer which (i) manages,
and is experienced in managing, other comparable commercial and/or multifamily
properties, (ii) in the case of a Significant Trust Mortgage Loan, will not
result in a downgrade, qualification or withdrawal of the then-current ratings
assigned to the Certificates by each Rating Agency, as confirmed by such Rating
Agency in writing (if required pursuant to the first sentence of this
paragraph), and (iii) otherwise satisfies any criteria set forth in the related
Mortgage Loan Documents.

            (c) The Special Servicer shall be required to obtain any Appraisal
required in connection with an Appraisal Reduction Event or perform an internal
valuation within 60 days after the occurrence of such Appraisal Reduction Event,
the cost of which shall be paid by the Master Servicer as a Servicing Advance;
provided that in no event shall the period to receive such Appraisal or perform
such internal valuation exceed 120 days from the occurrence of the event that,
with the passage of time, would become such Appraisal Reduction Event. Upon
receipt, the Special Servicer shall send a copy of such Appraisal or internal
valuation to the Trustee, the Master Servicer, any affected Non-Trust Companion
Loan Holder(s), the Certificateholders (or, if the Controlling Class of
Certificates is held in book-entry form, the Certificate Owners) of the
Controlling Class and any Requesting Subordinate Certificateholder (at the
expense of such Requesting Subordinate Certificateholder); provided, however,
that as to each such Appraisal or internal valuation, if beneficial ownership of
the Controlling Class resides in more than one Certificateholder or Certificate
Owner, as the case may be, the Special Servicer shall be responsible only for
the expense of providing the first such copy thereof and shall be entitled to
reimbursement from the Trust Fund for the expense of any additional copies so
provided. If neither a required Appraisal is received, nor an internal valuation
is completed, by such date, the Appraisal Reduction Amount for such Trust
Mortgage Loan shall be conclusively established to be 25% of the Stated
Principal Balance of such Trust Mortgage Loan as of the date of the related
Appraisal Reduction Event; provided that the obligation of the Special Servicer
to obtain such Appraisal or complete such internal valuation shall continue
until such Appraisal is obtained or such internal valuation is completed. On the
first Determination Date occurring on or after the delivery of such Appraisal or
the completion of such internal valuation, and on each Determination Date
thereafter, the Special Servicer shall calculate and report to the Master
Servicer and the Trustee, the Appraisal Reduction Amount taking into account
such Appraisal or internal valuation. The Master Servicer may conclusively rely
on any report by the Special Servicer of an Appraisal Reduction Amount.
Notwithstanding the foregoing, the Special Servicer will not be required to
obtain an Appraisal or perform an internal valuation, as the case may be, under
this Section 3.19(c) with respect to a Trust Mortgage Loan which is the subject
of an Appraisal Reduction Event if the Special Servicer has obtained an
Appraisal with respect to the related Mortgaged Property within the 12-month
period immediately prior to the occurrence of such Appraisal Reduction Event,
unless the Special Servicer, in the exercise of its reasonable judgment, has
reason to believe there has been a material adverse change in the value of the
related Mortgaged Property. Instead, the Special Servicer may use such prior
Appraisal in calculating any Appraisal Reduction Amount with respect to such
Trust Mortgage Loan.

            (d) With respect to each Trust Mortgage Loan as to which an
Appraisal Reduction Event has occurred (unless such Trust Mortgage Loan has
become a Corrected Trust Mortgage Loan and has remained current for twelve
consecutive Monthly Payments for such purposes, taking into account any
amendment or modification of such Trust Mortgage Loan, and no other Servicing
Transfer Event or Appraisal Reduction Event has occurred and is continuing with
respect thereto), the Special Servicer shall, within 30 days of each annual
anniversary of such Appraisal Reduction Event, order an Appraisal (which may be
an update of a prior Appraisal), or with respect to any Trust Mortgage Loan with
an outstanding principal balance less than $2,000,000, perform an internal
valuation or obtain an Appraisal (which may be an update of a prior Appraisal),
the cost of which shall be paid by the Master Servicer as a Servicing Advance.
Upon receipt, the Special Servicer shall send a copy of such Appraisal to the
Trustee, the Master Servicer, each affected Non-Trust Companion Loan Holder (if
any), the Certificateholders (or, if the Controlling Class of Certificates is
held in book-entry form, the Certificate Owners) of the Controlling Class and
any Requesting Subordinate Certificateholder (at the expense of such Requesting
Subordinate Certificateholder); provided, however, that as to each such
Appraisal, if beneficial ownership of the Controlling Class resides in more than
one Certificateholder or Certificate Owner, as the case may be, the Special
Servicer shall be responsible only for the expense of providing the first such
copy thereof and shall be entitled to reimbursement from the Trust Fund for the
expense of any additional copies so provided. On the first Determination Date
occurring on or after the delivery of such Appraisal or the completion of such
internal valuation, and on each Determination Date thereafter, the Special
Servicer shall calculate and report to the Master Servicer and the Trustee, the
Appraisal Reduction Amount taking into account such Appraisal or internal
valuation. Such Appraisal or internal valuation or calculation of the Appraisal
Reduction described in the preceding sentence, as the case may be, shall be used
to determine monthly the amount of the Appraisal Reduction Amount with respect
to the subject Trust Mortgage Loan for each Distribution Date until the next
Appraisal is required pursuant to this Section 3.19(d), and such redetermined
Appraisal Reduction Amount shall replace the prior Appraisal Reduction Amount
with respect to such Trust Mortgage Loan.

            With respect to each Trust Mortgage Loan as to which an Appraisal
Reduction Event has occurred and which has become a Corrected Trust Mortgage
Loan and has remained current for twelve consecutive Monthly Payments, taking
into account any amendment or modification of such Trust Mortgage Loan, and with
respect to which no other Servicing Transfer Event or Appraisal Reduction Event
has occurred and is continuing, the Special Servicer may within 30 days after
the date of such twelfth Monthly Payment, order an Appraisal (which may be an
update of a prior Appraisal), or with respect to any Trust Mortgage Loan with an
outstanding principal balance less than $2,000,000, perform an internal
valuation or obtain an Appraisal (which may be an update of a prior Appraisal),
the cost of which shall be paid by the Master Servicer as a Servicing Advance.
Based upon such Appraisal or internal valuation, the Special Servicer shall
redetermine and report to the Trustee and the Master Servicer the amount of the
Appraisal Reduction with respect to such Trust Mortgage Loan and such
redetermined Appraisal Reduction shall replace the prior Appraisal Reduction
Amount with respect to such Trust Mortgage Loan.

            SECTION 3.20      Modifications, Waivers, Amendments and Consents.

            (a) Subject to the provisions of this Section 3.20, Section 3.21 and
Section 3.31 (and, in the case of any Mortgage Loan Combination, subject to the
terms of the related intercreditor, co-lender or similar agreement), the Master
Servicer and the Special Servicer may, on behalf of the Trustee, agree to any
modification, waiver or amendment of any term of any Mortgage Loan without the
consent of the Trustee or any Certificateholder.

                  (i) For any Performing Mortgage Loan, and subject to the
      rights of the Special Servicer set forth below, the Master Servicer shall
      be responsible subject to the other requirements of this Agreement with
      respect thereto, for any request by a Borrower for the consent of the
      mortgagee or a modification, waiver or amendment of any term thereof;
      provided that such consent or modification, waiver or amendment would not
      (except as provided in Section 3.02) affect the amount or timing of any
      scheduled payments of principal, interest or other amounts payable under
      such Mortgage Loan, affect the obligation of the related Borrower to pay a
      Yield Maintenance Charge or permit a Principal Prepayment by the Borrower
      during a prepayment lockout period, result in the release of the related
      Borrower from any material term thereunder, waive any rights thereunder
      with respect to any guarantor thereof, relate to the release or
      substitution of any material collateral for such Mortgage Loan or, in the
      reasonable judgment of the Master Servicer, materially impair the security
      for such Mortgage Loan or reduce the likelihood of timely payments of
      amounts due thereon; and provided, further, that this Section 3.20(a)(i)
      does not apply to waivers contemplated by Section 3.07 or 3.08. To the
      extent consistent with the foregoing, the Master Servicer shall be
      responsible for the following:

                  (A)   approving routine leasing activity with respect to
                        leases for less than the lesser of (a) 30,000 square
                        feet and (b) 20% of the related Mortgaged Property;

                  (B)   approving annual budgets for the related Mortgaged
                        Property; provided that no such budget (1) relates to a
                        fiscal year in which an Anticipated Repayment Date
                        occurs, (2) provides for the payment of operating
                        expenses in an amount equal to more than 110% of the
                        amounts budgeted therefor for the prior year or (3)
                        provides for the payment of any material expenses to any
                        affiliate of the Borrower (other than the payment of a
                        management fee to any property manager if such
                        management fee is no more than the management fee in
                        effect on the Cut-off Date);

                  (C)   waiving any provision of a Mortgage Loan requiring the
                        receipt of a rating confirmation if such Mortgage Loan
                        is not a Significant Trust Mortgage Loan and the related
                        provision of such Mortgage Loan does not relate to a
                        "due-on-sale" or "due-on-encumbrance" clause or
                        defeasance (which shall be subject to the terms of
                        Section 3.08 hereof);

                  (D)   subject to other restrictions herein regarding Principal
                        Prepayments, waiving any provision of a Mortgage Loan
                        requiring a specified number of days notice prior to a
                        Principal Prepayment;

                  (E)   releases of non-material parcels of a Mortgaged Property
                        (provided that any such releases are releases as to
                        which the related Mortgage Loan Documents expressly
                        require the mortgagee thereunder to make such releases
                        upon the satisfaction of certain conditions which shall
                        be made as required by the Mortgage Loan Documents); and

                  (F)   grants of easements or rights of way that do not
                        materially affect the use or value of a Mortgaged
                        Property or the related Borrower's ability to make any
                        payment with respect to the related Mortgage Loan;

      provided, however, that if in the reasonable judgment of the Master
      Servicer any request by a Borrower for consent of the Mortgagee or any
      modification, waiver or amendment in connection with an assumption
      transaction contemplated by Section 3.08 is not included within the scope
      of this clause (i), the Master Servicer shall process the Borrower's
      request and submit such request for approval by the Special Servicer in
      connection with (and subject to the same time constraints for) its
      approval of the subject assumption transaction pursuant to Section 3.08;
      and provided, further, that if in the reasonable judgment of the Master
      Servicer any request by a Borrower for consent of the Mortgagee or any
      modification, waiver or amendment is not included within the scope of this
      clause (i) and is not related to an assumption transaction, the Special
      Servicer shall be responsible for such request in accordance with clause
      (ii) below.

                  (ii) The Special Servicer shall be responsible for any request
      by a Borrower for the consent of the mortgagee and any modification,
      waiver or amendment of any term of any Mortgage Loan for which the Master
      Servicer is not responsible, as provided above, or if such consent,
      request, modification, waiver or amendment relates to a Mortgage Loan that
      is on the most recent CMSA Servicer Watch List, has a Debt Service
      Coverage Ratio (based on the most recently received financial statements
      and calculated on a trailing twelve month basis) less than the greater of
      1.1x or 20% less than the Debt Service Coverage Ratio as of the Cut-off
      Date or with respect to which an event of default has occurred in the
      preceding 12 months.

            (b) All modifications, waivers or amendments of any Mortgage Loan
shall be (i) in writing and (ii) effected in accordance with the Servicing
Standard.

            (c) Neither the Master Servicer nor, except as provided in Section
3.20(d), the Special Servicer, on behalf of the Trustee (or, in the case of a
Non-Trust Companion Loan, on behalf of the related Non-Trust Companion Loan
Holder), shall agree or consent to, any modification, waiver or amendment of any
term of any Mortgage Loan if such modification, waiver or amendment would:

                  (i) affect the amount or timing of any related payment of
      principal, interest or other amount (including Yield Maintenance Charges,
      but excluding Penalty Charges and other amounts payable as additional
      servicing compensation) payable thereunder;

                  (ii) affect the obligation of the related Borrower to pay a
      Yield Maintenance Charge or permit a Principal Prepayment during any
      period in which the related Note prohibits Principal Prepayments;

                  (iii) except as expressly contemplated by the related Mortgage
      or pursuant to Section 3.09(e), result in a release of the lien of the
      Mortgage on any material portion of the related Mortgaged Property without
      a corresponding Principal Prepayment in an amount not less than the fair
      market value (as determined by an appraisal by an Appraiser delivered at
      the expense of the related Borrower and upon which the Master Servicer and
      the Special Servicer, as applicable, may conclusively rely) of the
      property to be released; or

                  (iv) in the judgment of the Master Servicer or Special
      Servicer, as applicable, otherwise materially impair the security for such
      Mortgage Loan or reduce the likelihood of timely payment of amounts due
      thereon.

            (d) Notwithstanding Sections 3.20(a)(i), 3.20(c)(i) and 3.20(c)(ii),
but subject to Sections 3.20(e) and 3.20(f), the Special Servicer may (i) reduce
the amounts owing under any Specially Serviced Mortgage Loan by forgiving
principal, accrued interest and/or any Yield Maintenance Charge, (ii) reduce the
amount of the Monthly 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 Note or Mortgage relating to a
Specially Serviced Mortgage Loan, (iv) extend the maturity of any Specially
Serviced Mortgage Loan, (v) waive Excess Interest if such waiver conforms to the
Servicing Standard and/or (vi) accept a Principal Prepayment during any Lockout
Period; provided that (A) the related Borrower is in default with respect to the
Specially Serviced Mortgage Loan or, in the judgment of the Special Servicer,
such default is reasonably foreseeable and (B) in the sole good faith judgment
of the Special Servicer and in accordance with the Servicing Standard, such
modification would increase the recovery on the subject Mortgage Loan to
Certificateholders (or, in the case of a Mortgage Loan Combination,
Certificateholders and the related Non-Trust Companion Loan Holder(s)), as a
collective whole, on a present value basis (the relevant discounting of amounts
that will be distributable to Certificateholders or a Non-Trust Companion Loan
Holder to be performed at the related Mortgage Rate).

            The determination of the Special Servicer contemplated by the clause
(B) of the proviso to the prior paragraph of this Section 3.20(d) shall be
evidenced by an Officer's Certificate to such effect delivered to the Trustee
and the Master Servicer and describing in reasonable detail the basis for the
Special Servicer's determination and the considerations of the Special Servicer
forming the basis of such determination (which shall include but shall not be
limited to information, to the extent available, such as related income and
expense statements, rent rolls, occupancy status and property inspections, and
shall include an Appraisal of the related Mortgage Loan or Mortgaged Property,
the cost of which Appraisal shall be advanced by the Master Servicer as a
Servicing Advance).

            (e) Neither the Master Servicer nor the Special Servicer shall
consent to, make or permit any modification, waiver or amendment of any term of
any Mortgage Loan that would cause an Adverse REMIC Event with respect to any
REMIC Pool, an Adverse Grantor Trust Event with respect to any Grantor Trust
Pool or any event similar to the foregoing with respect to any REMIC or grantor
trust that includes a Non-Trust Companion Loan.

            (f) In no event shall the Special Servicer (i) extend the Maturity
Date of a Mortgage Loan beyond a date that is three years prior to the Rated
Final Distribution Date; (ii) extend the Maturity Date of any Mortgage Loan at
an interest rate less than the lower of (A) the interest rate in effect prior to
such extension or (B) the then prevailing interest rate for comparable loans, as
determined by the Special Servicer by reference to available indices for
commercial mortgage lending; (iii) if the Mortgage Loan is secured by a Ground
Lease, extend the Maturity Date of such Mortgage Loan beyond a date which is 10
years prior to the expiration of the term of such Ground Lease; or (iv) defer
interest due on any Mortgage Loan in excess of 5% of the Stated Principal
Balance (or, in the case of a Non-Trust Companion Loan, the unpaid principal
balance) of such Mortgage Loan; provided that with respect to clause (iii)
above, the Special Servicer gives due consideration to the term of such Ground
Lease prior to any extension beyond a date 20 years prior to the expiration of
the term of such Ground Lease. In addition, any modification, waiver or
amendment of a monetary term of the Mayfair Mall Mortgage Loan Combination shall
be structured so as to affect the Mayfair Mall Trust Mortgage Loan and the
respective Mayfair Mall Non-Trust Companion Loans proportionately based on the
respective amounts due thereunder.

            (g) Neither the Master Servicer nor the Special Servicer may permit
or modify a Mortgage Loan to permit a voluntary Principal Prepayment of a
Mortgage Loan (other than a Specially Serviced Mortgage Loan) on any day other
than its Due Date, unless (i) the Master Servicer or Special Servicer also
collects interest thereon through the Due Date following the date of such
Principal Prepayment, (ii) otherwise permitted under the related Mortgage Loan
Documents, (iii) such Principal Prepayment would not result in a Prepayment
Interest Shortfall or (iv) such Principal Prepayment is accepted by the Master
Servicer or the Special Servicer at the request of or with the consent of the
Series 2003-C4 Directing Certificateholder, or if accepted by the Master
Servicer, with the consent of the Special Servicer.

            (h) The Master Servicer and the Special Servicer may, as a condition
to granting any request by a Borrower for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Mortgage Loan and is permitted by the terms of this Agreement, require
that such Borrower pay to it (i) as additional servicing compensation, a
reasonable or customary fee for the additional services performed in connection
with such request (provided that such fee does not constitute a "significant
modification" of such Mortgage Loan under Treasury regulations section
1.860G-2(b)), and (ii) any related costs and expenses incurred by it. In no
event shall the Master Servicer or the Special Servicer be entitled to payment
for such fees or expenses unless such payment is collected from the related
Borrower.

            (i) The Master Servicer and the Special Servicer shall notify each
other, each affected Non-Trust Companion Loan Holder (if any) and the Trustee,
in writing, of any modification, waiver or amendment of any term of any Mortgage
Loan (including fees charged the Borrower) agreed to by the Master Servicer or
the Special Servicer, as the case may be, and the date thereof, and shall
deliver to the Trustee (in the case of the Special Servicer, with a copy to the
Master Servicer) for deposit in the related Mortgage File, an original
counterpart of the agreement relating to such modification, waiver or amendment,
promptly (and in any event within ten Business Days) following the execution
thereof. The Master Servicer or Special Servicer, as applicable, shall notify
the Rating Agencies of any modification, waiver or amendment of any term of any
Mortgage Loan agreed to by the Master Servicer or the Special Servicer, as the
case may be. Copies of each agreement whereby any such modification, waiver or
amendment of any term of any Mortgage Loan is effected shall be made available
for review upon prior request during normal business hours at the offices of the
Master Servicer or Special Servicer, as applicable, pursuant to Section 3.15
hereof.

            (j) With respect to each Borrower that has been established as a
"bankruptcy-remote entity", neither the Master Servicer nor the Special Servicer
shall consent to (x) the amendment by such Borrower of its organizational
documents or (y) any action that would violate any covenant of such Borrower
relating to its status as a separate or bankruptcy-remote entity, unless
granting such consent is consistent with the Servicing Standard and, with
respect to a Borrower under any Significant Trust Mortgage Loan, the Master
Servicer or the Special Servicer, as applicable, has obtained written
confirmation from each of the Rating Agencies that such amendment or action
would not result in a downgrade or withdrawal of any rating on a Class of
Certificates rated by such Rating Agency.

            SECTION 3.21      Transfer of Servicing Between Master Servicer and
                              Special Servicer; Record Keeping; Series 2003-C4
                              Directing Certificateholder.

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Trust Mortgage Loan, the Master Servicer shall immediately
give notice thereof to the Special Servicer, the Trustee, each Rating Agency,
the Series 2003-C4 Directing Certificateholder and any Requesting Subordinate
Certificateholder (at the expense of such requesting Holder)), shall deliver
copies of the related Mortgage File and Credit File to the Special Servicer and
shall use its reasonable efforts to provide the Special Servicer with all
information, documents and records (including records stored electronically on
computer tapes, magnetic discs and the like) relating to such Trust Mortgage
Loan and any related Non-Trust Companion Loan(s) that are in the possession of
the Master Servicer or available to the Master Servicer without undue burden or
expense, and reasonably requested by the Special Servicer to enable it to assume
its functions hereunder with respect thereto. The Master Servicer shall use its
reasonable efforts to comply with the preceding sentence within five Business
Days of the occurrence of each related Servicing Transfer Event and in any event
shall continue to act as Master Servicer and administrator of such Trust
Mortgage Loan and any related Non-Trust Companion Loan(s) until the Special
Servicer has commenced the servicing of such Trust Mortgage Loan and any related
Non-Trust Companion Loan(s). The Trustee shall deliver to the Underwriters, the
Initial Purchaser, each affected Non-Trust Companion Loan Holder (if any) and
each Holder of a Certificate of the Controlling Class, a copy of the notice of
such Servicing Transfer Event provided by the Master Servicer to the Special
Servicer pursuant to this Section.

            Upon determining that a Specially Serviced Trust Mortgage Loan
(other than an REO Trust Mortgage Loan) has become a Corrected Trust Mortgage
Loan (provided no additional Servicing Transfer Event is foreseeable in the
reasonable judgment of the Special Servicer) and that no other Servicing
Transfer Event is continuing with respect thereto, the Special Servicer shall
immediately give notice thereof and shall return the related Mortgage File and
Credit File to the Master Servicer and, upon giving such notice and returning
such Mortgage File and Credit File to the Master Servicer, the Special
Servicer's obligation to service such Corrected Trust Mortgage Loan and any
related Non-Trust Companion Loan(s) shall terminate and the obligations of the
Master Servicer to service and administer such Corrected Trust Mortgage Loan and
any related Non-Trust Companion Loan(s) shall re-commence.

            Any Non-Trust Companion Loan shall constitute a Specially Serviced
Mortgage Loan for which the Special Servicer is responsible for so long as the
related Trust Mortgage Loan is a Specially Serviced Trust Mortgage Loan. (b) In
servicing any Specially Serviced Trust Mortgage Loan, the Special Servicer will
provide to the Trustee originals of documents included within the definition of
"Mortgage File" for inclusion in the related Mortgage File (with a copy of each
such original to the Master Servicer), and provide the Master Servicer with
copies of any additional related Trust Mortgage Loan information including
correspondence with the related Borrower.

            (c) No later than the first Business Day following each
Determination Date, by 2:00 p.m. New York City time, the Special Servicer shall
deliver to the Master Servicer a statement, both written and in computer
readable format reasonably acceptable to the Master Servicer and the Special
Servicer (upon which the Master Servicer may conclusively rely) describing, on a
loan-by-loan and property-by-property basis, (1) the amount of all payments,
Insurance and Condemnation Proceeds and Liquidation Proceeds received with
respect to each Specially Serviced Trust Mortgage Loan during the related
Collection Period, and the amount of all REO Revenues, Insurance and
Condemnation Proceeds and Liquidation Proceeds received with respect to each REO
Property during the related Collection Period, (2) the amount, purpose and date
of all Servicing Advances made by the Master Servicer with respect to each
Specially Serviced Mortgage Loan and REO Property during the related Collection
Period, and (3) such additional information or data relating to the Specially
Serviced Trust Mortgage Loan and REO Properties as the Master Servicer
reasonably requests to enable it to perform its responsibilities under this
Agreement which is in the Special Servicer's possession or is reasonably
obtainable by the Special Servicer.

            (d) Notwithstanding the provisions of the preceding clause (c), the
Master Servicer shall maintain ongoing payment records with respect to each of
the Specially Serviced Mortgage Loans and REO Properties and shall provide the
Special Servicer with any information in its possession required by the Special
Servicer to perform its duties under this Agreement.

            (e) Subject to the last paragraph of this Section 3.21(e), the
Special Servicer shall not take, or consent to the Master Servicer's taking, any
of the Specially Designated Servicing Actions with respect to any Mortgage Loan
or REO Property unless and until it has notified the Series 2003-C4 Directing
Certificateholder and the Series 2003-C4 Directing Certificateholder has not
objected in writing within 10 Business Days of having been notified thereof and
having been provided with all information that the Series 2003-C4 Directing
Certificateholder has reasonably requested with respect thereto promptly
following its receipt of the subject notice (it being understood and agreed that
if such written objection has not been received by the Special Servicer within
such 10-Business Day period, then the Series 2003-C4 Directing Certificateholder
shall be deemed to have approved the taking of the subject Specially Designated
Servicing Action); provided that, in the event that the Special Servicer
determines that immediate action is necessary to protect the interests of the
Certificateholders (as a collective whole) (or, in the case of a Mortgage Loan
Combination, to protect the interests of the Certificateholders and the related
Non-Trust Companion Loan Holder(s) (as a collective whole)), the Special
Servicer may take, or consent to the Master Servicer's taking, a Specially
Designated Servicing Action with respect to any Mortgage Loan or REO Property
without waiting for the Series 2003-C4 Directing Certificateholder's response;
and provided, further, that, with respect to any Specially Designated Servicing
Action being performed by the Master Servicer in connection with an assumption
transaction involving any Mortgage Loan in accordance with Section 3.08, the
above-referenced 10-Business Day period shall not exceed the 10-day period
within which the Special Servicer must object to the Master Servicer's
performance of such Specially Designated Servicing Action pursuant to Section
3.08.

            In addition, subject to the last paragraph of this Section 3.21(e),
the Series 2003-C4 Directing Certificateholder may direct the Special Servicer
to take, or to refrain from taking, any actions with respect to the servicing
and/or administration of a Specially Serviced Mortgage Loan or REO Property as
the Series 2003-C4 Directing Certificateholder may deem advisable or as to which
provision is otherwise made herein. Upon reasonable request, the Special
Servicer shall provide the Series 2003-C4 Directing Certificateholder with any
information in the Special Servicer's possession with respect to such matters,
including its reasons for determining to take a proposed action.

            Notwithstanding the foregoing, no advice, direction or objection of
the Series 2003-C4 Directing Certificateholder shall (i) require or cause the
Special Servicer or the Master Servicer to violate the terms of any Mortgage
Loan or any related intercreditor, co-lender or similar agreement, applicable
law or any provision of this Agreement, including the Special Servicer's and
Master Servicer's obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each REMIC Pool, or (ii) result in an
Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust
Event with respect to either Grantor Trust Pool, or (iii) expose the Master
Servicer, the Special Servicer, the Depositor, either Mortgage Loan Seller, the
Trust Fund, any Non-Trust Companion Loan Holder, the Trustee or their
Affiliates, officers, directors, employees or agents to any claim, suit or
liability, or (iv) materially expand the scope of the Special Servicer's or the
Master Servicer's responsibilities under this Agreement; and the Special
Servicer will neither follow any such advice, direction or objection if given by
the Series 2003-C4 Directing Certificateholder nor initiate any such actions.
Furthermore, the rights and powers of the Series 2003-C4 Directing
Certificateholder under this Section 3.21(e) shall not apply to the Mayfair Mall
Mortgage Loan Combination or any related REO Property; provided that the Series
2003-C4 Directing Certificateholder may exercise such rights as are granted to
it under Section 3.31 with respect to the Mayfair Mall Mortgage Loan Combination
or any related REO Property.

            (f) Upon receiving notice of (i) the filing of a case under any
federal or state bankruptcy, insolvency or similar law or the commencing of any
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings with respect to a Mortgage Loan or the related Borrower,
(ii) the existence of a material non-payment default or (iii) the request by a
Borrower for the amendment or modification of a Mortgage Loan required to be
handled by the Special Servicer, the Master Servicer shall promptly give notice
thereof, and shall deliver copies of the related Mortgage File and Credit File,
to the Special Servicer and shall use its reasonable efforts to provide the
Special Servicer with all information relating to the Mortgage Loan and
reasonably requested by the Special Servicer to enable it to negotiate with the
related Borrower and prepare for any such proceedings. The Master Servicer shall
use its reasonable efforts to comply with the preceding sentence within five
Business Days of the occurrence of each such event, and upon receiving such
documents and information, the Special Servicer shall use its reasonable efforts
to cause the related Borrower to cure any default and/or remedy any such event,
work out or modify the Mortgage Loan consistent with the terms of this
Agreement, and/or prepare for such proceedings. Notwithstanding the foregoing,
the occurrence of any of the above-referenced events shall not in and of itself
be considered a Servicing Transfer Event.

            SECTION 3.22      Sub-Servicing Agreements.

            (a) The Master Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of its respective obligations under this Agreement; provided that the
Sub-Servicing Agreement: (i) is consistent with this Agreement (including the
Events of Default in clauses (i)-(viii) of Section 7.01(a)) in all material
respects and requires the Sub-Servicer to comply with all of the applicable
conditions of this Agreement; (ii) provides that if the Master Servicer or the
Special Servicer, as the case may be, shall for any reason no longer act in such
capacity hereunder (including by reason of an Event of Default), the Trustee or
its designee or any other successor to the Master Servicer or the Special
Servicer, as the case may be, may thereupon assume all of the rights and, except
to the extent they arose prior to the date of assumption, obligations of the
Master Servicer or the Special Servicer, as the case may be, under such
agreement or, alternatively, may terminate such Sub-Servicing Agreement without
cause and without payment of any penalty or termination fee (provided that any
Sub-Servicing Agreements entered into by the Master Servicer with entities
identified on Exhibit N by January 1, 2004 can only be terminated for cause);
(iii) provides that the Trustee for the benefit of the Certificateholders shall
be a third-party beneficiary under such Sub-Servicing Agreement, but that
(except to the extent the Trustee or its designee assumes the obligations of the
Master Servicer or the Special Servicer, as the case may be, thereunder as
contemplated by the immediately preceding clause (ii)) none of the Trust Fund,
the Trustee, any successor Master Servicer, Special Servicer or any
Certificateholder shall have any duties under such Sub-Servicing Agreement or
any liabilities arising therefrom; (iv) permits any purchaser of a Trust
Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing
Agreement with respect to such purchased Trust Mortgage Loan at its option and
without penalty; (v) does not permit the Sub-Servicer any direct rights of
indemnification that may be satisfied out of assets of the Trust Fund except to
the extent of its rights of indemnification, if any, as an agent of the Master
Servicer or Special Servicer, as applicable; (vi) does not permit the
Sub-Servicer to foreclose on the related Mortgaged Property or consent to the
modification of any Mortgage Loan without the prior consent of the Master
Servicer or the Special Servicer, as applicable; (vii) provides that the
Sub-Servicer shall act in accordance with the Servicing Standard; and (viii)
provides that in the event of an act or failure to act by the Sub-Servicer that
causes the Master Servicer or Special Servicer, as applicable, to be in default
of its obligations under this Agreement, the Sub-Servicer shall be in default of
its obligations under such Sub-Servicing Agreement. Any successor Master
Servicer or Special Servicer hereunder, upon becoming successor Master Servicer
or Special Servicer, as applicable, shall have the right to be assigned and
shall have the right to assume any Sub-Servicing Agreements from the predecessor
Master Servicer or Special Servicer, as applicable.

            In addition, each Sub-Servicing Agreement entered into by the Master
Servicer may provide that the obligations of the Sub-Servicer thereunder shall
terminate with respect to any Mortgage Loan serviced thereunder at the time such
Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Master Servicer
and the Special Servicer, as applicable, shall deliver to the Trustee copies of
all Sub-Servicing Agreements, and any amendments thereto and modifications
thereof, entered into by it promptly upon its execution and delivery of such
documents. For purposes of this Agreement, the Master Servicer shall be deemed
to have received any payment when a Sub-Servicer retained by it receives such
payment. The Master Servicer shall notify the Special Servicer, the Trustee and
the Depositor in writing promptly of the appointment by it of any Sub-Servicer.
The Special Servicer shall notify the Master Servicer, the Trustee, the
Depositor and any affected Non-Trust Companion Loan Holder(s) in writing
promptly of the appointment by it of any Sub-Servicer.

            (b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to ensure the
enforceability of the Mortgage Loans to be serviced by such Sub-Servicer.

            (c) As part of its servicing activities hereunder, the Master
Servicer or the Special Servicer, as applicable, for the benefit of the Trustee
and the Certificateholders, shall (at no expense to the Trustee, the
Certificateholders, the Trust Fund or any Non-Trust Companion Loan Holder)
monitor the performance and enforce the obligations of each Sub-Servicer under
the related Sub-Servicing Agreement. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements in accordance with their respective terms and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer or Special Servicer, as applicable,
would require were it the owner of the subject Mortgage Loans. The Master
Servicer or the Special Servicer, as applicable, shall have the right to remove
a Sub-Servicer retained by it in accordance with the terms of the related
Sub-Servicing Agreement upon the events of default and other termination events
specified in the related Sub-Servicing Agreement.

            (d) If the Trustee or its designee becomes successor Master Servicer
and elects or is required to assume the rights and obligations of the Master
Servicer or the Special Servicer, as applicable, under any Sub-Servicing
Agreement, the Master Servicer or the Special Servicer, as applicable, at its
expense, shall deliver to the assuming party all documents and records relating
to such Sub-Servicing Agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected and held on behalf of it
thereunder, and otherwise use reasonable efforts to effect the orderly and
efficient transfer of the Sub-Servicing Agreement to the assuming party.

            (e) Notwithstanding the provisions of any Sub-Servicing Agreement,
each of the Master Servicer and the Special Servicer represents, warrants and
covenants that it shall remain obligated and liable to the Trustee, the
Certificateholders and the Non-Trust Companion Loan Holders for the performance
of its obligations and duties under this Agreement in accordance with the
provisions hereof to the same extent and under the same terms and conditions as
if it alone were servicing and administering the Mortgage Loans for which it is
responsible, and the Master Servicer, or the Special Servicer, as applicable,
shall pay the fees of any Sub-Servicer thereunder from its own funds. In no
event shall the Trust Fund bear any termination fee required to be paid to any
Sub-Servicer as a result of such Sub-Servicer's termination under any
Sub-Servicing Agreement.

            SECTION 3.23      Representations, Warranties and Covenants of the
                              Master Servicer.

            (a) The Master Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor, the Special Servicer and the Non-Trust Companion Loan Holders, as
of the Closing Date, that:

                  (i) The Master Servicer is a corporation, duly organized,
      validly existing and in good standing under the laws of Ohio, and the
      Master Servicer is in compliance with the laws of each State in which any
      Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement, except where the failure to so qualify
      or comply would not have a material adverse effect on the ability of the
      Master Servicer to perform its obligations hereunder;

                  (ii) The execution and delivery of this Agreement by the
      Master Servicer, and the performance and compliance with the terms of this
      Agreement by the Master Servicer, will not (A) violate the Master
      Servicer's certificate of incorporation and by-laws or (B) constitute a
      default (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or by which it is
      bound, or (C) result in the violation of any law, rule, regulation, order,
      judgment or decree binding on the Master Servicer which, in the case of
      either (B) or (C), is likely to materially and adversely affect the Master
      Servicer's ability to perform hereunder;

                  (iii) This Agreement, assuming due authorization, execution
      and delivery by the other parties hereto, constitutes a valid, legal and
      binding obligation of the Master Servicer, enforceable against the Master
      Servicer in accordance with the terms hereof, except as such enforcement
      may be limited by (A) applicable bankruptcy, insolvency, reorganization,
      liquidation, receivership, moratorium and other laws relating to or
      affecting creditors' rights generally, and (B) general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law;

                  (iv) The Master Servicer is not in violation with respect to
      any law, any order or decree of any court, or any order, regulation or
      demand of any federal, state, municipal or governmental agency, which
      violations are reasonably likely to have consequences that would
      materially and adversely affect the financial condition or operations of
      the Master Servicer or its properties taken as a whole or are reasonably
      likely to have consequences that would materially and adversely affect its
      ability to perform its duties and obligations hereunder;

                  (v) No litigation is pending or, to the best of the Master
      Servicer's knowledge, threatened against the Master Servicer which would
      prohibit the Master Servicer from entering into this Agreement or, in the
      Master Servicer's good faith and reasonable judgment, is likely to
      materially and adversely affect the ability of the Master Servicer to
      perform its obligations under this Agreement;

                  (vi) No consent, approval, authorization or order of any court
      or governmental agency or body is required for the execution, delivery and
      performance by the Master Servicer, or compliance by the Master Servicer
      with, this Agreement or the consummation of the Master Servicer's
      transactions contemplated by this Agreement, except for any consent,
      approval, authorization or order which has been obtained or cannot be
      obtained prior to the actual performance by the Master Servicer of its
      obligations under this Agreement, or which, if not obtained, would not
      have a materially adverse effect on the ability of the Master Servicer to
      perform its obligations hereunder;

                  (vii) The Master Servicer has full corporate power and
      authority to enter into and perform in accordance with this Agreement, has
      duly authorized the execution, delivery and performance of this Agreement,
      and has duly executed and delivered this Agreement;

                  (viii) The Master Servicer has examined each Sub-Servicing
      Agreement to which it is a party, and shall examine each Sub-Servicing
      Agreement to which it intends to become a party, and in each such case,
      the terms of such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Master Servicer at a
      future date, will not be, materially inconsistent with the terms of this
      Agreement; and

                  (ix) Each officer and employee of the Master Servicer that has
      responsibilities concerning the servicing and administration of Mortgage
      Loans is covered by errors and omissions insurance and the fidelity bond
      in the amounts and with the coverage required by Section 3.07(c).

            (b) The representations, warranties and covenants set forth in
subsection (a) above shall survive the execution and delivery of this Agreement.

            SECTION 3.24      Representations, Warranties and Covenants of the
                              Special Servicer.

            (a) The Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor, the Master Servicer and the Non-Trust Companion Loan Holders, as
of the Closing Date and as to the Special Servicer, that:

                  (i) The Special Servicer is a corporation duly organized,
      validly existing and in good standing under the laws of the State of
      Florida, and the Special Servicer is in compliance with the laws of each
      State in which any Mortgaged Property is located to the extent necessary
      to perform its obligations under this Agreement;

                  (ii) The execution and delivery of this Agreement by the
      Special Servicer, and the performance and compliance with the terms of
      this Agreement by the Special Servicer, will not violate the Special
      Servicer's charter and by-laws or constitute a default (or an event which,
      with notice or lapse of time, or both, would constitute a default) under,
      or result in the breach of, any material agreement or other instrument to
      which it is a party or which is applicable to it or any of its assets, or
      result in the violation of any law, rule, regulation, order, judgment or
      decree to which the Special Servicer or its property is subject;

                  (iii) The Special Servicer has the full power and authority to
      enter into and consummate all transactions contemplated by this Agreement,
      has duly authorized the execution, delivery and performance of this
      Agreement, and has duly executed and delivered this Agreement;

                  (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Special Servicer, enforceable against the
      Special Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws affecting the enforcement of creditors' rights generally and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law;

                  (v) The Special Servicer is not in violation of, and its
      execution and delivery of this Agreement and its performance and
      compliance with the terms of this Agreement will not constitute a
      violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in the Special Servicer's good
      faith and reasonable judgment, is likely to affect materially and
      adversely either the ability of the Special Servicer to perform its
      obligations under this Agreement or the financial condition of the Special
      Servicer;

                  (vi) No litigation is pending or, to the best of the Special
      Servicer's knowledge, threatened against the Special Servicer which would
      prohibit the Special Servicer from entering into this Agreement or, in the
      Special Servicer's good faith and reasonable judgment, is likely to
      materially and adversely affect either the ability of the Special Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Special Servicer;

                  (vii) Each officer, director or employee of the Special
      Servicer that has or, following the occurrence of a Servicing Transfer
      Event, would have responsibilities concerning the servicing and
      administration of Mortgage Loans is covered by errors and omissions
      insurance and fidelity bond in the amounts and with the coverage required
      by Section 3.07(c). Neither the Special Servicer nor any of its officers,
      directors or employees that is or, following the occurrence of a Servicing
      Transfer Event, would be involved in the servicing or administration of
      Mortgage Loans has been refused such coverage or insurance;

                  (viii) No consent, approval, authorization or order of any
      court or governmental agency or body is required for the execution,
      delivery and performance by the Special Servicer, or compliance by the
      Special Servicer with, this Agreement or the consummation of the
      transactions contemplated by this Agreement, except for any consent,
      approval, authorization or order which has been obtained or cannot be
      obtained prior to the actual performance by the Special Servicer of its
      obligations under this Agreement, or which, if not obtained would not have
      a materially adverse effect on the ability of the Special Servicer to
      perform its obligations hereunder;

                  (ix) The Special Servicing Fee represents reasonable servicing
      compensation; and

                  (x) The Special Servicer has examined each Sub-Servicing
      Agreement to which it is a party, and shall examine each Sub-Servicing
      Agreement to which it intends to become a party, and in each such case,
      the terms of such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Special Servicer at a
      future date, will not, be materially inconsistent with the terms of this
      Agreement.

            (b) The representations, warranties and covenants set forth in
subsection (a) above shall survive the execution and delivery of this Agreement.

            SECTION 3.25      Limitation on Liability of the Series 2003-C4
                              Directing Certificateholder.

            By its acceptance of a Certificate, each Certificateholder confirms
its understanding that the Series 2003-C4 Directing Certificateholder may take
actions that favor the interests of one or more Classes of the Certificates over
other Classes of the Certificates and that the Series 2003-C4 Directing
Certificateholder may have special relationships and interests that conflict
with those of Holders of some Classes of the Certificates and, absent willful
misfeasance, bad faith, negligence or negligent disregard of obligations or
duties on the part of the Series 2003-C4 Directing Certificateholder, each
Certificateholder agrees to take no action against the Series 2003-C4 Directing
Certificateholder as a result of such a special relationship or conflict.

            SECTION 3.26      Filings with the Securities and Exchange
                              Commission.

            (a) With respect to the Trust's fiscal year 2003 (and any other
subsequent fiscal year for the Trust, if as of the beginning of such other
subsequent fiscal year for the Trust, the Registered Certificates are held
(directly or, in the case of Registered Certificates held in book-entry form,
through the Depository) by at least 300 Holders and/or Depository Participants
having accounts with the Depository, or if reporting under the Exchange Act is
required during or for, as applicable, such fiscal year because the Trustee
failed to make the requisite filing suspending such reporting), the Trustee
shall:

                  (i) with respect to each Distribution Date during such fiscal
      year, in accordance with the Exchange Act, the rules and regulations
      promulgated thereunder and applicable "no-action letters" issued by the
      Commission, prepare for filing, execute on behalf of the Trust and
      properly and timely file with the Commission monthly, with respect to the
      Trust, a Current Report on Form 8-K, which shall include as an exhibit a
      copy of the Trustee Report disseminated by the Trustee on such
      Distribution Date and such other items as the Depositor may reasonably
      request;

                  (ii) during such fiscal year, (A) monitor for and promptly
      notify the Depositor of the occurrence or existence of any of the matters
      identified in Section 11.10(a) and/or Section 3.26(c) (in each case to the
      extent that a Responsible Officer of the Trustee has actual knowledge
      thereof), (B) cooperate with the Depositor in obtaining all necessary
      information in order to enable the Depositor to prepare a Current Report
      on Form 8-K reporting any such matter in accordance with the Exchange Act,
      the rules and regulations promulgated thereunder and applicable "no-action
      letters" issued by the Commission, and (C) execute on behalf of the Trust
      and promptly file with the Commission any such Current Report on Form 8-K
      prepared by or on behalf of the Depositor and delivered to the Trustee;

                  (iii) at the reasonable request of, and in accordance with the
      reasonable directions of, any other party hereto, prepare for filing and
      promptly file with the Commission an amendment to any Current Report on
      Form 8-K previously filed with the Commission with respect to the Trust;
      and

                  (iv) within 90 days following the end of such fiscal year,
      prepare and properly file with the Commission, with respect to the Trust,
      an Annual Report on Form 10-K, which complies in all material respects
      with the requirements of the Exchange Act, the rules and regulations
      promulgated thereunder and applicable "no-action letters" issued by the
      Commission, which shall include as exhibits the Officer's Certificates and
      Accountant's Statements delivered pursuant to Section 3.13 and Section
      3.14, respectively, with respect to the Master Servicer and the Special
      Servicer for such fiscal year, and which shall further include such
      certification(s) as may be required under the Sarbanes-Oxley Act of 2002
      and any rules promulgated by, or interpretive guidance from, the
      Commission (such certification(s), individually and collectively, insofar
      as they are required to be part of any particular Annual Report on Form
      10-K, a "Sarbanes-Oxley Certification") (which Sarbanes-Oxley
      Certifications shall be signed by an officer of the Depositor as
      contemplated by this Section 3.26);

provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable for (or readily convertible to a format suitable for) electronic filing
via the EDGAR system (including "ASCII", "Microsoft Excel" (solely in the case
of reports from the Master Servicer or the Special Servicer pursuant to Section
3.12), "Microsoft Word" or another format reasonably acceptable to the Trustee)
and shall not have any responsibility to convert any such items to such format
(other than those items generated by it or readily convertible to such format)
and (y) the Depositor shall be responsible for preparing, executing and filing
(via the EDGAR system within 15 days following the Closing Date) a Current
Report on Form 8-K reporting the establishment of the Trust and whereby this
Agreement is filed as an exhibit. Each of the other parties to this Agreement
shall deliver to the Trustee in the format required for (or readily convertible
to a format suitable for) electronic filing via the EDGAR system (including
"ASCII", "Microsoft Excel" (solely in the case of reports from the Master
Servicer or the Special Servicer pursuant to Section 3.12), "Microsoft Word" or
another format reasonably acceptable to the Trustee) any and all items
contemplated to be filed with the Commission pursuant to this Section 3.26(a).

            The Trustee shall have no liability to Certificateholders or the
Trust with respect to any failure to properly prepare or file with the
Commission any of the reports under the Exchange Act contemplated by this
Section 3.26(a) to the extent that such failure did not result from any
negligence, bad faith or willful misconduct on the part of the Trustee.

            (b) All Annual Reports on Form 10-K with respect to the Trust shall
include a Sarbanes-Oxley certification, and a copy of such Sarbanes-Oxley
Certification shall be provided to the Rating Agencies. An officer of the
Depositor shall sign the Sarbanes-Oxley Certification. The Depositor hereby
grants to the Trustee a limited power of attorney to execute and file such
Annual Report on Form 10-K on behalf of the Depositor, which power of attorney
shall continue until the earlier of (i) receipt by the Trustee from the
Depositor of written notice terminating such power of attorney or (ii) the
termination of the Trust. The Master Servicer, the Special Servicer and the
Trustee (each, a "Performing Party") shall provide to the Person who signs the
Sarbanes-Oxley Certification (the "Certifying Person"), and the Special Servicer
shall also provide to the Master Servicer, a certification (each, a "Performance
Certification"), in the form set forth on Exhibit M hereto (with respect to the
Master Servicer and the Trustee) or in the form set forth on Exhibit A to
Exhibit M hereto (with respect to the Special Servicer), as applicable, on which
the Certifying Person, the Depositor (if the Certifying Person is an
individual), and the Depositor's partner, representative, Affiliate, member,
manager, director, officer, employee or agent (collectively with the Certifying
Person, "Certification Parties") can rely. The Trustee's certification with
respect to items 1 through 3 of Exhibit M hereto shall relate to distribution
information, and the Master Servicer's certification with respect to items 4 and
5 of Exhibit M hereto (and the Special Servicer's certification with respect to
the items on Exhibit A to Exhibit M hereto) shall relate to servicing
information. Notwithstanding the foregoing, nothing in this paragraph shall
require any Performing Party to (i) certify or verify the accurateness or
completeness of any information provided to such Performing Party by third
parties, (ii) to certify information other than to such Performing Party's
knowledge and in accordance with such Performing Party's responsibilities
hereunder or under any other applicable servicing agreement or (iii) with
respect to completeness of information and reports, to certify anything other
than that all fields of information called for in written reports prepared by
such Performing Party have been completed except as they have been left blank on
their face. In addition, if directed by the Depositor, such Performing Party
(other than the Trustee) shall provide an identical certification to Depositor's
certified public accountants that such Performing Party provided to its own
certified public accountants to the extent such certification relates to the
performance of such Performing Party's duties pursuant to this Agreement or a
modified certificate limiting the certification therein to the performance of
such Performing Party's duties pursuant to this Agreement. In the event any
Performing Party is terminated or resigns pursuant to the terms of this
Agreement, such Performing Party shall provide a Performance Certification to
the Depositor pursuant to this Section 3.26 with respect to the period of time
such Performing Party was subject to this Agreement.

            (c) At all times during the Trust's fiscal year 2003 (and, if as of
the beginning of any other fiscal year for the Trust, the Registered
Certificates are held (directly or, in the case of Registered Certificates held
in book-entry form, through the Depository) by at least 300 Holders and/or
Depository Participants having accounts with the Depository, or if reporting
under the Exchange Act is required during or for, as applicable, any other
fiscal year because the Trustee failed to make the requisite filing suspending
such reporting, at all times during such other fiscal year), the Trustee shall
monitor for and promptly notify the Depositor of the occurrence or existence of
any of the following matters of which a Responsible Officer of the Trustee has
actual knowledge:

                  (i) any failure of the Trustee to make any monthly
      distributions to the Holders of any Class of Certificates, which failure
      is not otherwise reflected in the Certificateholder Reports filed with the
      Commission or has not otherwise been reported to the Depositor pursuant to
      any other Section of this Agreement;

                  (ii) any acquisition or disposition by the Trust of a Trust
      Mortgage Loan or an REO Property, which acquisition or disposition has not
      otherwise been reflected in the Certificateholder Reports filed with the
      Commission or has not otherwise been reported to the Depositor pursuant to
      any other section of this Agreement;

                  (iii) any other acquisition or disposition by the Trust of a
      significant amount of assets (other than Permitted Investments, Trust
      Mortgage Loans and REO Properties), other than in the normal course of
      business;

                  (iv) any change in the fiscal year of the Trust;

                  (v) any material legal proceedings, other than ordinary
      routine litigation incidental to the business of the Trust, to which the
      Trust (or any party to this Agreement on behalf of the Trust) is a party
      or of which any property included in the Trust Fund is subject, or any
      threat by a governmental authority to bring any such legal proceedings;

                  (vi) any event of bankruptcy, insolvency, readjustment of
      debt, marshalling of assets and liabilities, or similar proceedings in
      respect of or pertaining to the Trust or any party to this Agreement, or
      any actions by or on behalf of the Trust or any party to this Agreement
      indicating its bankruptcy, insolvency or inability to pay its obligations;
      and

                  (vii) any change in the rating or ratings assigned to any
      Class of Certificates not otherwise reflected in the Certificateholder
      Reports filed with the Commission;

provided that (x) the actual knowledge of a Responsible Officer of the Trustee
of any material legal proceedings of which property included in the Trust Fund
is subject or of any material legal proceedings threatened by a governmental
authority is limited to circumstances where it would be reasonable for the
Trustee to identify such property as an asset of, or as securing an asset of,
the Trust or such threatened proceedings as concerning the Trust and (y) no
Responsible Officer of the Trustee shall be deemed to have actual knowledge of
the matters described in clauses (vi) and (vii) of this Section 3.26(b) unless
such Responsible Officer was notified in writing.

            (d) If as of the beginning of any fiscal year for the Trust (other
than fiscal year 2003), the Registered Certificates are held (directly or, in
the case of Registered Certificates held in book-entry form, through the
Depository) by less than 300 Holders and/or Depository Participants having
accounts with the Depository, the Trustee shall, in accordance with the Exchange
Act and the rules and regulations promulgated thereunder, timely file a Form 15
with respect to the Trust notifying the Commission of the suspension of the
reporting requirements under the Exchange Act.

            (e) Nothing contained in this Section 3.26 shall be construed to
require any party to this Agreement (other than the Depositor), or any of such
party's officers, to execute any Form 10-K or any Sarbanes-Oxley Certification.
The failure of any party to this Agreement, or any of such party's officers, to
execute any Form 10-K or any Sarbanes-Oxley Certification shall not be regarded
as a breach by such party of any of its obligations under this Agreement. The
Depositor, each Performing Party and the Trustee hereby agree to negotiate in
good faith with respect to compliance with any further guidance from the
Commission or its staff relating to the execution of any Form 10-K and any
Sarbanes-Oxley Certification. In the event such parties agree on such matters,
this Agreement shall be amended to reflect such agreement pursuant to Section
11.01.

            (f) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 3.26 or (ii) negligence, bad faith or willful misconduct on the
part of such Performing Party in the performance of its obligations otherwise
hereunder. A Performing Party shall have no obligation to indemnify any
Certification Party for an inaccuracy in the Performance Certification of any
other Performing Party.

            (g) If any Mayfair Mall Non-Trust Companion Loan is included in a
securitization trust and backs publicly offered securities, then each Performing
Party agrees that any Performance Certification delivered by it hereunder may be
delivered to, and relied upon by, any Person performing substantially the same
function with respect to such securitization trust as a Certification Party
hereunder, and such Performing Party shall indemnify and hold harmless any such
Person in respect of such securitization trust to whom any such Performance
Certification is delivered to the same extent that such Performing Party would
indemnify a Certification Party hereunder.

            (h) The respective parties hereto agree to cooperate with all
reasonable requests made by any Certifying Person in connection with such
Person's attempt to conduct any due diligence that such Person reasonably
believes to be appropriate in order to allow it to deliver any Sarbanes-Oxley
Certification or portion thereof with respect to the Trust.

            (i) Unless the other parties hereto receive written notice from the
Trustee to the contrary, the Trustee hereby certifies that it intends to file
any Annual Report on Form 10-K with respect to the Trust for any particular
fiscal year on the last Business Day that is not more than 90 days following the
end of such fiscal year. Unless an alternative time period is provided for in
this Agreement, the respective parties hereto shall deliver to the Trustee, at
least 10 Business Days prior to the date on which the Trustee intends to file
any Annual Report on Form 10-K as contemplated by Section 3.26(a), any items
required to be delivered by such party that are to be an exhibit to such Annual
Report on Form 10-K. The Trustee hereby notifies the Master Servicer and the
Special Servicer that an Annual Report on Form 10-K shall be required to be
filed with respect to the Trust for 2003.

            SECTION 3.27      Lock-Box Accounts, Cash Collateral Accounts and
                              Servicing Accounts.

            (a) The Master Servicer shall administer each Lock-Box Account, Cash
Collateral Account and Servicing Account in accordance with the related Mortgage
or Loan Agreement, Cash Collateral Account Agreement or Lock-Box Agreement, if
any. Each Lock-Box Account, Cash Collateral Account and Servicing Account shall
be an Eligible Account, except to the extent provided in the related Mortgage
Loan Documents.

            (b) For any Mortgage Loan that provides that a Lock-Box Account will
be established upon the occurrence of certain events specified in the related
Mortgage Loan Documents, the Master Servicer shall establish on behalf of the
Trust such Lock-Box Account upon the occurrence of such events unless the Master
Servicer determines, in accordance with the Servicing Standard, that such
Lock-Box Account should not be established. Notwithstanding the foregoing, the
Master Servicer shall establish a Lock-Box Account for each ARD Mortgage Loan no
later than its Anticipated Repayment Date.

            (c) With respect to each Mortgage Loan requiring the establishment
of a Lock-Box Account, the Master Servicer, upon receipt of the annual financial
statements of each Borrower, shall compare the gross revenue for the related
Mortgaged Property, as set forth in such financial statements, with the history
of the related Borrower's deposits (on an annual basis) into such Lock-Box
Account and shall report any discrepancies over 10% to the Special Servicer.

            (d) The Master Servicer shall timely provide all notifications and
otherwise timely take all actions necessary to perfect or maintain the
perfection of the security interest of the Trustee in each Lock-Box Account,
Cash Collateral Account and Servicing Account with respect to any Mortgage Loan.

            SECTION 3.28      Interest Reserve Account.

            (a) The Trustee shall establish, on or before the Closing Date, and
maintain the Interest Reserve Account. The Trustee shall give notice to the
Master Servicer, the Special Servicer and the Depositor of the location of the
Interest Reserve Account and, prior to any change thereof, any new location of
the Interest Reserve Account. On each Distribution Date in any February and on
each Distribution Date in any January which occurs in a year that is not a leap
year, the Trustee shall withdraw from the Distribution Account and deposit into
the Interest Reserve Account in respect of each Interest Reserve Loan an amount
withheld from the related Monthly Payment or P&I Advance equal to one day's
interest on the Stated Principal Balance of such Interest Reserve Loan
immediately prior to such Distribution Date at the related Net Mortgage Rate
(or, in the case of the Mayfair Mall Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto, on the Uncertificated Principal
Balance of REMIC I Regular Interest MM-1 immediately prior to such Distribution
Date at 3.076250% per annum), to the extent a full Monthly Payment or P&I
Advance is made in respect thereof (all amounts so deposited in any January,
except in the case of a leap year, and in any February, "Withheld Amounts").

            (b) On each Distribution Date occurring in March, the Trustee shall
withdraw from the Interest Reserve Account an amount equal to the Withheld
Amounts from the immediately preceding January and February, if any, and deposit
such amount (excluding any net investment income thereon) into the Distribution
Account. On each Distribution Date, the Trustee shall deposit any Net Investment
Loss into the Interest Reserve Account and shall be permitted to withdraw any
Net Investment Earnings from the Interest Reserve Account.

            SECTION 3.29      Limitations on and Authorizations of the Master
                              Servicer and Special Servicer with Respect to
                              Certain Mortgage Loans.

            (a) Prior to taking any action with respect to a Mortgage Loan
secured by any Mortgaged Properties located in a "one-action" state, the Special
Servicer shall consult with legal counsel, the fees and expenses of which shall
be covered by a Servicing Advance by the Master Servicer.

            (b) With respect to any Mortgage Loan which permits the related
Borrower, with the consent or grant of a waiver by the mortgagee, to incur
additional indebtedness (other than indebtedness of the type addressed in
Section 3.08) or to amend or modify the related Borrower's organizational
documents, the Special Servicer may consent (subject to Section 3.20 hereof) to
either such action, or grant a waiver with respect thereto, only if the Special
Servicer determines that such consent or grant of waiver is likely to result in
a greater recovery on a present value basis (discounted at the related Mortgage
Rate) than the withholding of such consent or grant of waiver, and (in the case
of a Trust Mortgage Loan) the Special Servicer first obtains written
confirmation from each Rating Agency that such consent or grant of waiver would
not, in and of itself, result in a downgrade, qualification or withdrawal of any
of the then-current ratings assigned to the Certificates. The Master Servicer
shall not be entitled or required to consent to, or grant a waiver with respect
to, either action, except in accordance with Section 3.20 hereof, and except
that, if such action is related to an assumption transaction contemplated by
Section 3.08, the Master Servicer shall process the Borrower's request for such
consent or waiver and submit such request for approval by the Special Servicer
in connection with its approval of the subject assumption transaction pursuant
to Section 3.08.

            (c) With respect to any ARD Mortgage Loan, so long as no event of
default beyond applicable notice and grace periods has occurred and is
continuing, the Master Servicer and the Special Servicer shall not take any
enforcement action with respect to the payment of Excess Interest or principal
in excess of the principal component of the constant Monthly Payment, other than
requests for collection, until the date on which principal and all accrued
interest (other than Excess Interest) has been paid in full (the failure of the
Borrower to pay Excess Interest shall not be considered an event of default for
purposes of this paragraph). Nothing in this paragraph shall limit the
obligation of the Master Servicer and the Special Servicer to establish a
Lock-Box Account pursuant to Section 3.27.

            (d) To the extent not inconsistent with the related Mortgage Loan
Documents, neither the Master Servicer nor the Special Servicer shall consent to
a change of franchise affiliation with respect to any hotel property that in
whole or in part constitutes the Mortgaged Property securing a Mortgage Loan
unless it obtains written confirmation from each Rating Agency that such change
of franchise affiliation would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then-current ratings on any Class of
Certificates. Neither the Master Servicer nor the Special Servicer shall be
required to obtain such written consent from any Rating Agency if such Mortgage
Loan is not one of the ten largest Trust Mortgage Loans (which term shall, for
the purposes of this Section 3.29(d), include groups of Crossed Trust Mortgage
Loans and groups of Trust Mortgage Loans made to affiliated Borrowers) by
outstanding principal balance at such time and the then-current principal
balance of such Mortgage Loan is less than $35,000,000.

            (e) To the extent not inconsistent with the related Mortgage Loan
Documents, the Master Servicer or Special Servicer shall not consent to a change
in the property manager with respect to a property securing a Mortgage Loan that
is one of the ten largest Trust Mortgage Loans (which term shall, for the
purposes of this Section 3.29(e), include groups of Crossed Trust Mortgage Loans
and groups of Trust Mortgage Loans made to affiliated Borrowers) by outstanding
principal balance at such time or that has a then-current principal balance of
greater than $35,000,000, unless it obtains confirmation from S&P that the
appointment of such new property manager would not, in and of itself, result in
a downgrade, qualification or withdrawal of the then current ratings on any
Class of Certificates. The Master Servicer shall use reasonable efforts to cause
the related Borrower to pay the costs of such confirmation, and otherwise such
costs shall be a Trust Fund expense.

            (f) The Master Servicer shall, as to each Trust Mortgage Loan which
is secured by the interest of the related Borrower under a Ground Lease, at its
own expense, promptly (and in any event within 45 days of the Closing Date)
notify the related ground lessor of the transfer of such Trust Mortgage Loan to
the Trust pursuant to this Agreement and inform such ground lessor that any
notices of default under the related Ground Lease should thereafter be forwarded
to the Master Servicer, on behalf of the Trustee.

            SECTION 3.30      Master Servicer and Special Servicer May Own
                              Certificates.

            (a) The Master Servicer and any agent of the Master Servicer in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not the Master Servicer or such
agent; except, with respect to Voting Rights, as set forth in the definition of
"Certificateholder".

            (b) The Special Servicer and any agent of the Special Servicer in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not the Special
Servicer or such agent; except, with respect to Voting Rights, as set forth in
the definition of "Certificateholder".

            SECTION 3.31      Certain Matters Regarding the Mayfair Mall
                              Mortgage Loan Combination.

            (a) Prior to taking, or permitting the Master Servicer to take, any
of the Mayfair Mall Specially Designated Servicing actions with respect to the
Mayfair Mall Mortgage Loan Combination or any related REO Property, the Special
Servicer shall provide notice of its intent to take or permit the taking of such
particular action, together with all information that the Special Servicer
considers to be material in connection with evaluating such particular action,
to: (i) the Class MM Directing Certificateholder, but only if a Mayfair Mall
Change of Control Event does not then exist; (ii) the Series 2003-C4 Directing
Certificateholder; and (iii) each of the Mayfair Mall Non-Trust Companion Loan
Holders (or, in the case of any particular Mayfair Mall Non-Trust Companion Loan
Holder up to three designees and/or representatives thereof appointed in
accordance with Section 3.9 of the Mayfair Mall Intercreditor Agreement). For 10
Business Days following its receipt of any notice delivered by the Special
Servicer pursuant to the prior sentence (to the extent such period does not
delay the Special Servicer from taking any action that is in the best interests
of the Certificateholders and the Mayfair Mall Non-Trust Companion Loan Holders
(as a collective whole) prior to the expiration of such period), each of the
Persons referred to in clauses (i), (ii) and (iii) of the prior sentence shall
be entitled to consult with and advise the Special Servicer regarding the
proposed action; provided that the Special Servicer shall have no obligation to
follow any advice of, or take any direction from, any such Person (except to the
extent that such Person is part of a Mayfair Mall Control Group and is
exercising the rights set forth in Section 3.31(b)). Upon reasonable request of
any of the Persons referred to in clauses (i), (ii) and (iii) of the second
preceding sentence made within 10 Business Days following its receipt of any
notice delivered by the Special Servicer pursuant to the second preceding
sentence, the Special Servicer shall provide the requesting Person with any
additional information regarding the proposed action that is in the Special
Servicer's possession or obtainable by the Special Servicer with reasonable
effort.

            (b) Subject to the last paragraph of this Section 3.31(b), the
Special Servicer shall not take, or consent to the Master Servicer's taking, any
of the Mayfair Mall Specially Designated Servicing Actions with respect to the
Mayfair Mall Mortgage Loan Combination or any related REO Property as to which
Persons constituting a Mayfair Mall Control Group have objected in writing
within 10 Business Days of having been notified thereof and having been provided
with all information that such Persons have reasonably requested with respect
thereto promptly following receipt of the subject notice, all in accordance with
Section 3.1.2 of the Mayfair Mall Intercreditor Agreement and Section 3.31(a)
hereof (it being understood and agreed that if such written objection has not
been received by the Special Servicer within such 10-Business Day period, then
the Mayfair Mall Non-Trust Companion Loan Holders, their respective designees
and representatives appointed in accordance with Section 3.9 of the Mayfair Mall
Intercreditor Agreement and the Series 2003-C4 Directing Certificateholder shall
be deemed to have approved the taking of the subject Mayfair Mall Specially
Designated Servicing Action); provided that, in the event that the Special
Servicer determines that immediate action is necessary to protect the interests
of the Certificateholders and the Mayfair Mall Non-Trust Companion Loan Holders
(as a collective whole), the Special Servicer may take, or consent to the Master
Servicer's taking, a Mayfair Mall Specially Designated Servicing Action with
respect to the Mayfair Mall Mortgage Loan Combination or any related REO
Property without waiting for the response of any Mayfair Mall Non-Trust
Companion Loan Holder, any designee or representative thereof or the Series
2003-C4 Directing Certificateholder.

            In addition, subject to the last paragraph of this Section 3.31(b),
Persons constituting a Mayfair Mall Control Group may direct the Special
Servicer to take, or to refrain from taking, any actions with respect to the
servicing and/or administration of the Mayfair Mall Mortgage Loan Combination
(if such Mortgage Loans are Specially Serviced Mortgage Loans) or any related
REO Property as such Persons may deem advisable or as to which provision is
otherwise made herein. Upon reasonable request, the Special Servicer shall
provide any Person that could constitute part of a Mayfair Mall Control Group in
respect of the matters contemplated by this paragraph with any information in
the Special Servicer's possession with respect to such matters, including its
reasons for determining to take a proposed action.

            With respect to the matters contemplated by this Section 3.31(b) and
the corresponding provisions of Section 3.1.2 of the Mayfair Mall Intercreditor
Agreement, the Series 2003-C4 Directing Certificateholder is hereby designated,
on behalf of the Trust Fund, as holder of the Mayfair Mall Trust Mortgage Loan,
to exercise the rights of the holder of the Mayfair Mall Trust Mortgage Loan or
any successor REO Trust Mortgage Loan with respect thereto and to constitute
part of a Mayfair Mall Control Group.

            Notwithstanding the foregoing, no advice, direction or objection of
any Mayfair Mall Control Group contemplated by this Section 3.31(b) shall (i)
require or cause the Special Servicer or the Master Servicer to violate the
terms of the Mayfair Mall Mortgage Loan Combination, the Mayfair Mall
Intercreditor Agreement or any other related intercreditor, co-lender or similar
agreement, applicable law or any provision of this Agreement, including the
Special Servicer's and Master Servicer's obligation to act in accordance with
the Servicing Standard and to maintain the REMIC status of each REMIC Pool, or
(ii) result in an Adverse REMIC Event with respect to any REMIC Pool, an Adverse
Grantor Trust Event with respect to either Grantor Trust Pool or any similar
event with respect to a comparable tax arrangement involving a Mayfair Mall
Non-Trust Companion Loan, or (iii) expose the Master Servicer, the Special
Servicer, the Depositor, Column, the Trust Fund, the Trustee or their
Affiliates, officers, directors, employees or agents to any claim, suit or
liability, or (iv) materially expand the scope of the Special Servicer's or the
Master Servicer's responsibilities under this Agreement; and the Special
Servicer will neither follow any such advice, direction or objection if given by
a Mayfair Mall Control Group nor initiate any such actions.

            (c) Prior to entering into any modification of the Mayfair Mall
Mortgage Loan Combination that would materially affect the monetary terms of the
Mayfair Mall Mortgage Loan Combination, the Master Servicer or Special Servicer,
as applicable, shall provide the Class MM Directing Certificateholder, if no
Mayfair Mall Change of Control Event then exists, or the Series 2003-C4
Directing Certificateholder (if a Mayfair Mall Change of Control Event has
occurred and is then continuing), and each of the Mayfair Mall Non-Trust
Companion Loan Holders (or, in the case of any particular Mayfair Mall Non-Trust
Companion Loan Holder, up to three designees and/or representatives thereof
appointed in accordance with Section 3.9 of the Mayfair Mall Intercreditor
Agreement) with notice thereof and with all information that the Master Servicer
or Special Servicer, as applicable, considers material, but in any case
including a draft of the agreement, if any, that sets forth such proposed
modification. The Class MM Directing Certificateholder, if no Mayfair Mall
Change of Control Event then exists, or the Series 2003-C4 Directing
Certificateholder (if a Mayfair Mall Change of Control Event has occurred and is
then continuing), shall have the right to purchase the Mayfair Mall Trust
Mortgage Loan at a price equal to the Purchase Price therefor by delivering
notice to the Master Servicer or Special Servicer, within five Business Days of
receipt of the materials described in the preceding sentence, that it intends to
exercise such purchase option (such purchase option to terminate at the end of
such five-Business Day period). In the event that it elects to exercise such
purchase option, the Class MM Directing Certificateholder or the Series 2003-C4
Directing Certificateholder, as applicable, shall deliver such Purchase Price to
the Master Servicer within three Business Days of the end of the five-Business
Day period contemplated by the preceding sentence. The purchase option granted
under this paragraph shall be in addition to the purchase option granted
pursuant to the next paragraph. In addition, consistent with Section 3.9 of the
Mayfair Mall Intercreditor Agreement, the Class MM Directing Certificateholder,
if no Mayfair Mall Change of Control Event exists, and the Series 2003-C4
Directing Certificateholder, if a Mayfair Mall Change of Control Event has
occurred and is continuing, is hereby designated as the Person (solely in its
individual capacity, and not on behalf of the Trust) entitled to exercise the
purchase option of the holder of the Mayfair Mall Trust Mortgage Loan with
respect to the Mayfair Mall Non-Trust Companion Loans, pursuant to Section 3.7.2
of the Mayfair Mall Intercreditor Agreement, under circumstances similar to
those contemplated by the first sentence of this paragraph, and the parties
hereto shall reasonably cooperate in connection with any exercise of that
purchase option.

            The Class MM Directing Certificateholder, if no Mayfair Mall Change
of Control Event then exists, or the Series 2003-C4 Directing Certificateholder,
if a Mayfair Mall Change of Control Event has occurred and is then continuing,
shall have the right, by written notice to the Master Servicer and Special
Servicer (a "Mayfair Mall Purchase Notice") delivered (i) during any Mayfair
Mall Cure Period for which the Class MM Directing Certificateholder or the
Mayfair Mall Non-Trust Companion Loan Holder, as applicable, is entitled to make
a Mayfair Mall Cure Payment or (ii) at any time the Mayfair Mall Trust Mortgage
Loan is a Specially Serviced Mortgage Loan (provided that the Mayfair Mall Trust
Mortgage Loan is then in default or default with respect thereto is reasonably
foreseeable) to purchase the Mayfair Mall Trust Mortgage Loan in whole but not
in part at the Purchase Price. Upon the delivery of a Mayfair Mall Purchase
Notice to the Master Servicer and Special Servicer, the Special Servicer shall,
on behalf of the Trust Fund, sell (and the Class MM Directing Certificateholder,
if no Mayfair Mall Change of Control Event then exists, or the Series 2003-C4
Directing Certificateholder, if a Mayfair Mall Change of Control Event has
occurred and is then continuing, shall purchase) the Mayfair Mall Trust Mortgage
Loan at the Purchase Price, on a date (the "Mayfair Mall Purchase Date") not
less than five Business Days nor more than 10 Business Days after the date of
the Mayfair Mall Purchase Notice, as shall be established by the Special
Servicer. The Purchase Price shall be calculated by the Special Servicer, three
Business Days prior to the Mayfair Mall Purchase Date and shall, absent manifest
error, be binding upon the Class MM Directing Certificateholder or the Mayfair
Mall Non-Trust Companion Loan Holder, as applicable. The right of the Class MM
Directing Certificateholder, if no Mayfair Mall Change of Control Event then
exists, or the Series 2003-C4 Directing Certificateholder, if a Mayfair Mall
Change of Control Event has occurred and is then continuing, to purchase the
Mayfair Mall Trust Mortgage Loan under clause (i) of the first sentence of this
paragraph shall automatically terminate upon the expiration of the applicable
Mayfair Mall Cure Period. The right of the Class MM Directing Certificateholder,
if no Mayfair Mall Change of Control Event then exists, or the Series 2003-C4
Directing Certificateholder, if a Mayfair Mall Change of Control Event has
occurred and is then continuing, to purchase the Mayfair Mall Trust Mortgage
Loan under clause (ii) of the first sentence of this paragraph shall
automatically terminate upon (a) 10 Business Days after delivery of notification
by the Special Servicer to the Class MM Directing Certificateholder or the
Series 2003-C4 Directing Certificateholder, as applicable, of the Special
Servicer's intention to sell the Mayfair Mall Trust Mortgage Loan pursuant to
Section 3.18 (if it is a Defaulted Trust Mortgage Loan) or (b) a foreclosure
sale, sale by power of sale or delivery of a deed in lieu of foreclosure with
respect to the related Mortgaged Property. In addition, consistent with Section
3.9 of the Mayfair Mall Intercreditor Agreement, the Class MM Directing
Certificateholder, if no Mayfair Mall Change of Control Event exists, or the
Series 2003-C4 Directing Certificateholder, if a Mayfair Mall Change of Control
Event has occurred and is continuing, is hereby designated as the Person (solely
in its individual capacity, and not on behalf of the Trust) entitled to exercise
the purchase option of the holder of the Mayfair Mall Trust Mortgage Loan with
respect to the Mayfair Mall Non-Trust Companion Loans, pursuant to Section 3.7.1
of the Mayfair Mall Intercreditor Agreement, under circumstances similar to
those contemplated by the first sentence of this paragraph, among others, and
the parties hereto shall reasonably cooperate in connection with any exercise of
that purchase option.

            Notwithstanding the foregoing, the right of the Class MM Directing
Certificateholder, if no Mayfair Mall Change of Control Event then exists, or
the Series 2003-C4 Directing Certificateholder, if a Mayfair Mall Change of
Control Event has occurred and is then continuing, to purchase the Mayfair Mall
Trust Mortgage Loan under either of the two preceding paragraphs shall
automatically terminate upon any purchase of the Mayfair Mall Trust Mortgage
Loan pursuant to Section 3.18.

            The parties hereto acknowledge the purchase options of the
respective Mayfair Mall Non-Trust Companion Loan Holders (and/or their
respective designees and/or representatives) in respect of the Mayfair Mall
Trust Mortgage Loan pursuant to Section 3.6.1 and Section 3.6.2 of the Mayfair
Mall Intercreditor Agreement, and shall take such actions consistent with the
Mayfair Mall Intercreditor Agreement as are appropriate or reasonably necessary
to permit such purchase (including, in the case of the Special Servicer, if the
Mayfair Mall Trust Mortgage Loan is then a Specially Serviced Trust Mortgage
Loan, or the Master Servicer, if the Mayfair Mall Trust Mortgage Loan is then a
Performing Trust Mortgage Loan, the calculation of the applicable Purchase Price
and the collection of all amounts due in connection with the subject purchase,
including under Section 3.6.3 of the Mayfair Mall Intercreditor Agreement). Upon
its receipt of any notice from a Mayfair Mall Companion Loan Holder or its
designee expressing an intent to exercise any such purchase option, each party
hereto shall promptly forward a copy of such notice to the Series 2003-C4
Directing Certificateholder and the Class MM Directing Certificateholder.

            In connection with any purchase of the Mayfair Mall Trust Mortgage
Loan pursuant to or as contemplated by this Section 3.31(c), each of the Master
Servicer and the Special Servicer shall: (i) if it receives the related Purchase
Price and/or any other amounts payable in connection with the purchase
(including pursuant to Section 3.31(k) hereof or Section 3.6.3 of the Mayfair
Mall Intercreditor Agreement), deposit the same in the Collection Account and so
notify the Trustee; and (ii) deliver the related Servicing File to the Person
effecting the purchase or its designee. In addition, upon its receipt of notice
that the related Purchase Price has been received and deposited in the
Collection Account, the Trustee shall: (i) deliver the Mortgage File to the
Person effecting the purchase or its designee; and (ii) execute and deliver such
endorsements, assignments and instruments of transfer as are necessary to
transfer to the Person effecting the purchase of the Mayfair Mall Trust Mortgage
Loan and the related Mortgage Loan Documents, without recourse, representations
or warranties.

            (d) The Master Servicer or the Special Servicer, as applicable,
based on their respective responsibilities, shall deliver to the Class MM
Directing Certificateholder, if no Mayfair Mall Change of Control Event then
exists, or the Series 2003-C4 Directing Certificateholder, if a Mayfair Mall
Change of Control Event has occurred and is then continuing, and each of the
Mayfair Mall Non-Trust Companion Loan Holders (or, in the case of any particular
Mayfair Mall Non-Trust Companion Loan Holder, up to three designees and/or
representatives thereof appointed in accordance with Section 3.9 of the Mayfair
Mall Intercreditor Agreement) notice of any monetary or non-monetary default
with respect to the Mayfair Mall Mortgage Loan Combination promptly after a
Servicing Officer of the Master Servicer or the Special Servicer, as applicable,
becomes aware of such default. Upon receipt of such notice, the Class MM
Directing Certificateholder, if no Mayfair Mall Change of Control Event then
exists, or the Series 2003-C4 Directing Certificateholder, if a Mayfair Mall
Change of Control Event has occurred and is then continuing, or any Mayfair Mall
Non-Trust Companion Loan Holder (or any designee or representative thereof
appointed pursuant to Section 3.9 of the Mayfair Mall Intercreditor Agreement)
shall have the right to cure defaults (each such cure a "Mayfair Mall Cure
Event") with respect to the Mayfair Mall Mortgage Loan Combination, which (in
the case of monetary defaults) shall include the obligation to reimburse any
related Advances and Advance Interest, within five Business Days of receipt of
notice with respect to a monetary default and within 30 days of receipt of
notice with respect to a non-monetary default following the date of such notice
(such period, the "Mayfair Mall Cure Period" and, any payments made to effect
any such cure, "Mayfair Mall Cure Payments"), in any event as and to the extent
permitted under, and subject to the limitations imposed by, Sections 3.8.1,
3.8.2, 3.8.3 and 3.8.4 of the Mayfair Mall Intercreditor Agreement. For purposes
of effecting Mayfair Mall Cure Events, the Class MM Directing Certificateholder,
if no Mayfair Mall Change of Control Event exists, and the Series 2003-C4
Directing Certificateholder, if a Mayfair Mall Change of Control Event has
occurred and is continuing, shall be deemed designees of the Trust Fund, as
holder of the Mayfair Mall Trust Mortgage Loan, pursuant to Section 3.9 of the
Mayfair Mall Intercreditor Agreement; provided that the Class MM Directing
Certificateholder or the Series 2003-C4 Directing Certificateholder shall each
be acting solely in its individual capacity in effecting Mayfair Mall Cure
Events. Notwithstanding the foregoing, the making of a Mayfair Mall Cure Payment
by any Person entitled to do so shall not act as a waiver of any amounts due
under the Mortgage Loan Documents by the related Borrower.

            (e) Any decisions made by the Master Servicer or Special Servicer,
as applicable, with respect to the Mayfair Mall Mortgage Loan Combination
pursuant to and in accordance with the Servicing Standard and the other
provisions of this Agreement shall automatically be deemed to be reasonably
exercised for purposes of this Section 3.31 and this Agreement.

            (f) By its acceptance of a Certificate, each Certificateholder
confirms its understanding that the Class MM Directing Certificateholder may
take actions that favor the interests of the Holders of the Class MM
Certificates over the interests of the Holders of other Classes of Certificates
and that the Class MM Directing Certificateholder may have special relationships
and interests that conflict with those of Holders of such other Classes of
Certificates; and, absent willful misfeasance, bad faith, negligence or
negligent disregard of obligations or duties on the part of the Class MM
Directing Certificateholder, each Certificateholder agrees to take no action
against the Class MM Directing Certificateholder as a result of such a special
relationship or conflict.

            (g) The Master Servicer and the Special Servicer each shall provide
to each Mayfair Mall Non-Trust Companion Loan Holder or its designee, with
respect to its Mayfair Mall Non-Trust Companion Loan or any related REO
Property, the same reports, documents and other information that the Master
Servicer or the Special Servicer, as the case may be, provides to the Trustee
with respect to the Mayfair Mall Trust Mortgage Loan or any related REO
Property, and on a concurrent basis. The Trustee, the Master Servicer and the
Special Servicer each shall provide to each Mayfair Mall Non-Trust Companion
Loan Holder or its designee, with respect to its Mayfair Mall Non-Trust
Companion Loan or any related REO Property, the same reports, documents and
other information that the Trustee, the Master Servicer or the Special Servicer,
as the case may be, provides to the Series 2003-C4 Directing Certificateholder
with respect to the Mayfair Mall Trust Mortgage Loan or any related REO
Property, and on a concurrent basis. In addition, the Trustee, the Master
Servicer or the Special Servicer, as applicable, shall, upon receipt of a
written request, provide to each Mayfair Mall Non-Trust Companion Loan Holder or
its designee (at such holder's cost) all other reports, documents and
information that such holder or its designee may reasonably request with respect
to its Mayfair Mall Non-Trust Companion Loan or any related REO Property.
Notwithstanding the foregoing, none of the Trustee, the Master Servicer or the
Special Servicer shall be required to deliver to any Mayfair Mall Non-Trust
Companion Loan Holder or its designee any particular report, document or other
information pursuant to this Section 3.31(g) if and to the extent that (but only
if and to the extent that) such particular report, document or other information
is otherwise delivered to such Mayfair Mall Non-Trust Companion Loan Holder
pursuant to any other section of this Agreement.

            (h) Each of the rights of the respective Mayfair Mall Non-Trust
Companion Loan Holders under or contemplated by this Section 3.31 shall be
assignable to, and/or exercisable by, a designee (and, where specifically
indicated, up to three designees) thereof; provided that the Master Servicer,
the Special Servicer and the Trustee are provided with written notice by the
assignor of such assignment and the contact details of the assignee.

            (i) The Trustee, the Master Servicer and the Special Servicer each
shall provide to the Class MM Directing Certificateholder, with respect to the
Mayfair Mall Trust Mortgage Loan or any related REO Property, the same reports,
documents and other information that the Trustee, the Master Servicer or the
Special Servicer, as the case may be, provides to the Series 2003-C4 Directing
Certificateholder with respect to the Mayfair Mall Trust Mortgage Loan or any
related REO Property, and on a concurrent basis. Notwithstanding the foregoing,
none of the Trustee, the Master Servicer or the Special Servicer shall be
required to deliver to the Class MM Directing Certificateholder any particular
report, document or other information pursuant to this Section 3.31(i) if and to
the extent that (but only if and to the extent that) such particular report,
document or other information is otherwise delivered to the Class MM Directing
Certificateholder pursuant to any other section of this Agreement.

            (j) Persons constituting a Mayfair Mall Control Group shall be
entitled to terminate the rights and obligations of the Mayfair Mall Special
Servicer under this Agreement, with or without cause, solely in respect of the
Mayfair Mall Mortgage Loan Combination and/or any related REO Property, upon 10
Business Days prior written notice to the Master Servicer, the Special Servicer
and the Trustee, and to appoint a successor Mayfair Mall Special Servicer;
provided, however, that (i) such successor shall meet the requirements set forth
in Section 7.02, (ii) as evidenced in writing by each of the Rating Agencies,
the proposed replacement of the Mayfair Mall Special Servicer shall not, in and
of itself, result in a downgrading, withdrawal or qualification of the
then-current ratings provided by the Rating Agencies with respect to any Class
of then outstanding Certificates that is rated, and (iii) the Trustee shall have
received (A) an Acknowledgment of Proposed Special Servicer substantially in the
form attached hereto as Exhibit I, executed by the Person designated to be the
successor to such terminated Mayfair Mall Special Servicer, and (B) an Opinion
of Counsel (which shall not be an expense of the Trustee or the Trust)
substantially to the effect that (1) the removal of such terminated Mayfair Mall
Special Servicer and/or the appointment of the Person designated to serve as
successor thereto is in compliance with this Section 3.31(j), (2) such
designated Person is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (3) the applicable
Acknowledgment of Proposed Special Servicer has been duly authorized, executed
and delivered by such designated Person and (4) upon the execution and delivery
of the applicable Acknowledgment of Proposed Special Servicer, such designated
Person shall be bound by the terms of this Agreement and, subject to customary
bankruptcy and insolvency exceptions and customary equity exceptions, this
Agreement shall be enforceable against such designated Person in accordance with
its terms. Any Mayfair Mall Special Servicer terminated pursuant to this Section
3.31(j) shall be deemed to have been so terminated simultaneously with the
designated successor's becoming such Mayfair Mall Special Servicer hereunder;
provided that (i) the terminated Mayfair Mall Special Servicer shall be entitled
to receive, in connection with its termination, payment out of the Collection
Account and, if and to the extent applicable, the Mayfair Mall Custodial Account
of all of its accrued and unpaid Special Servicing Fees in respect of the
Mayfair Mall Mortgage Loan Combination and/or any related REO Property, as and
to the extent provided in Sections 3.05(a) and 3.04(f), and reimbursement from
the successor to such terminated Mayfair Mall Special Servicer of all
outstanding Servicing Advances made by such terminated Mayfair Mall Special
Servicer in respect of the Mayfair Mall Mortgage Loan Combination and/or any
related REO Property and all unpaid Advance Interest accrued on such outstanding
Servicing Advances (in which case the successor to such terminated Mayfair Mall
Special Servicer shall be deemed to have made such Servicing Advances at the
same time that such terminated Mayfair Mall Special Servicer had actually made
them), (ii) such terminated Special Servicer shall thereafter be entitled to any
Workout Fees in respect of the Mayfair Mall Mortgage Loan Combination, as and to
the extent expressly permitted by Section 3.11(b), and (iii) such terminated
Mayfair Mall Special Servicer shall continue to be entitled to the benefits of
Section 6.03, notwithstanding any such termination; and provided, further, that
such terminated Mayfair Mall Special Servicer shall continue to be obligated to
pay (and entitled to receive) all other amounts accrued to (or owing by) it
under this Agreement on or prior to the effective date of such termination. Such
terminated Mayfair Mall Special Servicer shall cooperate with the Trustee and
the replacement to such terminated Mayfair Mall Special Servicer in effecting
the transfer of such terminated Mayfair Mall Special Servicer's responsibilities
and rights hereunder to its successor, including the transfer within two
Business Days of its termination becoming effective pursuant to this Section
3.31(j), to the replacement to such terminated Mayfair Mall Special Servicer for
administration by it of all cash amounts that at the time are or should have
been credited by such terminated Mayfair Mall Special Servicer to the REO
Account or to any Servicing Account or should have been delivered to the Master
Servicer or that are thereafter received by or on behalf of such terminated
Mayfair Mall Special Servicer, in any event with respect to the Mayfair Mall
Mortgage Loan Combination or any related REO Property. No penalty or fee shall
be payable to the Mayfair Mall Special Servicer with respect to any termination
pursuant to this Section 3.31(j). Any expenses of the Trust as a result of any
termination pursuant to this Section 3.31(j) shall be paid by the Persons who
effected such termination.

            With respect to the matters contemplated by this Section 3.31(j) and
Section 3.1.3 of the Mayfair Mall Intercreditor Agreement, the Series 2003-C4
Directing Certificateholder is hereby designated, on behalf of the Trust Fund,
as holder of the Mayfair Mall Trust Mortgage Loan, to exercise the rights of the
holder of the Mayfair Mall Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto and to constitute part of a Mayfair Mall
Control Group.

            (k) If the Class MM Directing Certificateholder or the Series
2003-C4 Directing Certificateholder purchases the Mayfair Mall Trust Mortgage
Loan pursuant to Section 3.31(c), or if any Person purchases the Mayfair Mall
Trust Mortgage Loan as a Defaulted Trust Mortgage Loan pursuant to Section 3.18,
then the Person effecting the purchase must also pay and/or reimburse to the
Master Servicer, the Special Servicer, the Trustee and the Depositor the
respective amounts due and owing to them hereunder with respect to the Mayfair
Mall Non-Trust Companion Loans and that, pursuant to the Mayfair Mall
Intercreditor Agreement, would otherwise have been payable out of future
collections on the Mayfair Mall Non-Trust Companion Loans. Notwithstanding
anything herein to the contrary, any such purchase shall be subject to such
reimbursements.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS


            SECTION 4.01      Distributions.

            (a) On each Distribution Date, the Trustee shall apply amounts on
deposit in the Distribution Account for the following purposes and in the
following order of priority, in each case to the extent of the remaining portion
of the Net Available Distribution Amount for such Distribution Date:

            first, concurrently, (i) from that portion of such Net Available
      Distribution Amount attributable to Loan Group No. 1, distributions of
      interest to the Holders of the Class A-1, Class A-2, Class A-3 and Class
      A-4 Certificates, up to, and pro rata as among such Classes in accordance
      with, the respective Interest Distribution Amounts in respect of such
      Classes of Certificates for such Distribution Date, (ii) from that portion
      of such Net Available Distribution Amount attributable to Loan Group No.
      2, distributions of interest to the Holders of the Class A-1-A
      Certificates, up to the Interest Distribution Amount in respect of such
      Class of Certificates for such Distribution Date, and (iii) from the
      entire such Net Available Distribution Amount, distributions of interest
      to the Holders of the Class A-X and Class A-SP Certificates, up to, and
      pro rata as between such Classes in accordance with, the respective
      Interest Distribution Amounts in respect of such Classes of Certificates
      for such Distribution Date; provided, however, that if the Net Available
      Distribution Amount for any Distribution Date (or the portion thereof
      attributable to either Loan Group) is insufficient to pay in full the
      Interest Distribution Amount, as provided above, payable in respect of any
      Class of Senior Certificates on such Distribution Date, then the entire
      Net Available Distribution Amount shall be applied to make distributions
      of interest to the Holders of the respective Classes of the Senior
      Certificates, up to, and pro rata as among such Classes in accordance
      with, the respective Interest Distribution Amounts in respect of such
      Classes of Certificates for such Distribution Date;

            second, to make distributions of principal to the Holders of the
      respective Classes of the Class A-P&I Certificates, in the following
      amounts and order of priority:

                  (i) to the Holders of the Class A-1-A Certificates, up to an
      amount (not to exceed the Class Principal Balance of the Class A-1-A
      Certificates outstanding immediately prior to such Distribution Date)
      equal to the portion of the Net Total Principal Distribution Amount for
      such Distribution Date that is attributable to Loan Group No. 2;

                  (ii) to the Holders of the Class A-1 Certificates, up to an
      amount (not to exceed the Class Principal Balance of the Class A-1
      Certificates outstanding immediately prior to such Distribution Date)
      equal to the entire Net Total Principal Distribution Amount for such
      Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of the Class A-1-A Certificates pursuant
      to subclause (i) of this clause second);

                  (iii) to the Holders of the Class A-2 Certificates, up to an
      amount (not to exceed the Class Principal Balance of the Class A-2
      Certificates outstanding immediately prior to such Distribution Date)
      equal to the entire Net Total Principal Distribution Amount for such
      Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Class A-P&I
      Certificates pursuant to a prior subclause of this clause second);

                  (iv) to the Holders of the Class A-3 Certificates, up to an
      amount (not to exceed the Class Principal Balance of the Class A-3
      Certificates outstanding immediately prior to such Distribution Date)
      equal to the entire Net Total Principal Distribution Amount for such
      Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Class A-P&I
      Certificates pursuant to a prior subclause of this clause second);

                  (v) to the Holders of the Class A-4 Certificates, up to an
      amount (not to exceed the Class Principal Balance of the Class A-4
      Certificates outstanding immediately prior to such Distribution Date)
      equal to the entire Net Total Principal Distribution Amount for such
      Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Class A-P&I
      Certificates pursuant to a prior subclause of this clause second); and

                  (vi) to the Holders of the Class A-1-A Certificates, up to an
      amount (not to exceed the Class Principal Balance of the Class A-1-A
      Certificates outstanding immediately prior to such Distribution Date, net
      of any distributions of principal made with respect to the Class A-1-A
      Certificates on such Distribution Date pursuant to subclause (i) of this
      clause second), up to an amount equal to the entire Net Total Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of the Class A-1-A
      Certificates pursuant to subclause (i) of this clause second and/or to the
      Holders of any other Class of Class A-P&I Certificates pursuant to
      subclause (ii), subclause (iii), subclause (iv) and/or subclause (v) of
      this clause second);

      provided, however, that, notwithstanding the immediately preceding clauses
      (i) through (vi), on each Distribution Date coinciding with or following
      the Senior Principal Distribution Cross-Over Date, and in any event on the
      Final Distribution Date, the Trustee shall make distributions of principal
      to the Holders of the respective Classes of the Class A-P&I Certificates,
      on a pro rata basis, in accordance with the respective Class Principal
      Balances of those Classes outstanding immediately prior to such
      Distribution Date, until the Class Principal Balance of each such Class
      has been reduced to zero, in an aggregate amount equal to the entire Net
      Total Principal Distribution Amount for such Distribution Date; and

            third, to reimburse the Holders of the respective Classes of the
      Class A-P&I Certificates for any Unfunded Principal Balance Reductions
      previously incurred thereby, up to, and pro rata as among such Classes of
      Certificateholders in accordance with, the respective Loss Reimbursement
      Amounts in respect of such Classes of Certificates for such Distribution
      Date.

            Any and all distributions of accrued interest made with respect to
each Class of Interest Only Certificates on each Distribution Date pursuant to
clause first of the prior paragraph of this Section 4.01(a) shall be deemed
allocated among the respective Components of such Class of Certificates on a pro
rata basis in accordance with the respective Interest Distribution Amounts of
such Components for such Distribution Date.

            (b) On each Distribution Date, following the distributions on the
Senior Certificates to be made on such date pursuant to Section 4.01(a), the
Trustee shall apply any amounts remaining on deposit in the Distribution Account
to make distributions to the Holders of the respective Classes of the
Subordinate Principal Balance Certificates (exclusive of the Class MM
Certificates), in the following order and, in the case of each such Class of
Subordinate Principal Balance Certificates, up to the lesser of (i) the total of
the Interest Distribution Amount, the Class Principal Distribution Amount and
the Loss Reimbursement Amount with respect to such Class of Certificates for
such Distribution Date and (ii) the remaining portion of the Net Available
Distribution Amount for such Distribution Date: first, to the Holders of the
Class B Certificates; second, to the Holders of the Class C Certificates; third,
to the Holders of the Class D Certificates; fourth, to the Holders of the Class
E Certificates; fifth, to the Holders of the Class F Certificates; sixth, to the
Holders of the Class G Certificates; seventh, to the Holders of the Class H
Certificates; eighth, to the Holders of the Class J Certificates; ninth, to the
Holders of the Class K Certificates; tenth, to the Holders of the Class L
Certificates; eleventh, to the Holders of the Class M Certificates; twelfth, to
the Holders of the Class N Certificates; thirteenth, to the Holders of the Class
O Certificates; and fourteenth, to the Holders of the Class P Certificates.

            On each Distribution Date, following the distributions on the other
REMIC III Regular Interest Certificates to be made on such date pursuant to
Section 4.01(a) and the first paragraph of this Section 4.01(b), the Trustee
shall withdraw from the Distribution Account and pay to the Class MM
Certificateholders the Class MM Available Distribution Amount.

            Amounts distributable to the Holders of any Class of Subordinate
Principal Balance Certificates on any Distribution Date pursuant to this Section
4.01(b) shall be applied:

            first, to make distributions of interest to the Holders of such
      Class of Certificates, up to the Interest Distribution Amount in respect
      of such Class of Certificates for such Distribution Date;

            second, to make distributions of principal to the Holders of such
      Class of Certificates, up to the Class Principal Distribution Amount in
      respect of such Class of Certificates for such Distribution Date; and

            third, to reimburse the Holders of such Class of Certificates for
      any Unfunded Principal Balance Reductions previously incurred thereby, up
      to the Loss Reimbursement Amount in respect of such Class of Certificates
      for such Distribution Date.

            (c) On each Distribution Date, following the distributions on the
REMIC III Regular Interest Certificates to be made on such date pursuant to
Sections 4.01(a) and 4.01(b), the Trustee shall withdraw any portion of the
Available Distribution Amount for such Distribution Date then remaining on
deposit in the Distribution Account and shall distribute the full amount of such
remaining funds to the Holders of the Class R Certificates.

            (d) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account and apply, for the following purposes and in the following
order of priority, any amount then on deposit in the Distribution Account that
represents a Yield Maintenance Charge collected with respect to any Trust
Mortgage Loan or deemed collected with respect to any REO Trust Mortgage Loan
during the related Collection Period (exclusive of any Liquidation Fee payable
therefrom and, if received on the Mayfair Mall Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto, exclusive of any portion
thereof payable on the Class MM Certificates):

            first, to make distributions of additional interest to the Holders
      of the respective Classes of the Yield Maintenance Certificates that are
      entitled to distributions of principal from the portion of the Net Total
      Principal Distribution Amount that is attributable to the Loan Group that
      includes the subject Trust Mortgage Loan or REO Trust Mortgage Loan, as
      the case may be, up to, and pro rata as among such Classes of
      Certificateholders based on, their respective applicable Additional Yield
      Amounts; and

            second, to make distributions of additional interest to the Holders
      of the Class A-X Certificates and/or the Holders of the Class A-SP
      Certificates, as follows--

                  (i) if such Distribution Date as one of the first 37
      Distribution Dates and the Class Notional Amount of the Class A-SP
      Certificates has not been reduced to zero prior to such Distribution Date,
      then to the Holders of the Class A-X Certificates and the Holders of the
      Class A-SP Certificates, up to 86.50% and 13.50%, respectively, of the
      remaining portion of such Yield Maintenance Charge, and

                  (ii) otherwise, to the Holders of the Class A-X Certificates,
      up to 100% of the remaining portion of such Yield Maintenance Charge.

            If any Yield Maintenance Charge is received with respect to the
Mayfair Mall Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto during any Collection Period, then the Trustee shall withdraw
from the Distribution Account and distribute to the Holders of the Class MM
Certificates, on the related Distribution Date, that portion of such Yield
Maintenance Charge equal to the product of: (i) the amount of such Yield
Maintenance Charge (exclusive of any Liquidation Fee payable therefrom);
multiplied by (ii) one minus a fraction (not greater than one or less than
zero), the numerator of which is the portion of the subject principal prepayment
included in the Net Total Principal Distribution Amount for the related
Distribution Date, and the denominator of which is the entire amount of such
subject principal prepayment.

            For purposes of determining the portion of any Yield Maintenance
Charge on any Trust Mortgage Loan or REO Trust Mortgage Loan that is
distributable to the Holders of any Class of Yield Maintenance Certificates on
any Distribution Date, the applicable "Additional Yield Amount" shall be an
amount equal to the product of: (i) the amount of such Yield Maintenance Charge
(exclusive of any Liquidation Fee payable therefrom and, if received on the
Mayfair Mall Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto, exclusive of any portion thereof payable on the Class MM
Certificates); multiplied by (ii) a fraction (not greater than one or less than
zero), the numerator of which is equal to the excess, if any, of (A) the
Pass-Through Rate applicable to such Class of Yield Maintenance Certificates for
the corresponding Interest Accrual Period, over (B) the relevant Discount Rate,
and the denominator of which is equal to the excess, if any, of (X) the Mortgage
Rate for the Trust Mortgage Loan or REO Trust Mortgage Loan in respect of which
such Yield Maintenance Charge was received or deemed received, over (Y) the
relevant Discount Rate; multiplied by (iii) a fraction (not greater than one or
less than zero), the numerator of which is equal to the total distributions of
principal made with respect to such Class of Yield Maintenance Certificates on
such Distribution Date from the portion of the Net Total Principal Distribution
Amount for such Distribution Date attributable to the Loan Group that includes
the Trust Mortgage Loan or REO Trust Mortgage Loan in respect of which such
Yield Maintenance Charge was received or deemed received, and the denominator of
which is equal to the portion of the Net Total Principal Distribution Amount for
such Distribution Date attributable to the Loan Group that includes the Trust
Mortgage Loan or REO Trust Mortgage Loan in respect of which such Yield
Maintenance Charge was received.

            For purposes of determining the portion of any Yield Maintenance
Charge on any Trust Mortgage Loan or REO Trust Mortgage Loan that is
distributable to the Holders of any Class of Yield Maintenance Certificates on
any Distribution Date, the relevant "Discount Rate" shall be the same discount
rate (exclusive of any applicable spread) used to calculate such Yield
Maintenance Charge, with such discount rate (exclusive of any applicable spread)
converted to a monthly equivalent rate (regardless of whether any similar
conversion occurred at the loan level). If the Master Servicer remits to the
Trustee any Yield Maintenance Charge with respect to a Collection Period, the
relevant Discount Rate shall be provided by the Master Servicer to the Trustee
by 1:00 p.m., New York City time, on the second Business Day preceding the
related Distribution Date.

            Any distributions of additional interest, in the form of Yield
Maintenance Charges, made with respect to any Class of Interest Only
Certificates on any Distribution Date pursuant to this Section 4.01(d) shall be
allocated among the respective Components of such Class of Interest Only
Certificates on a pro rata basis in accordance with the relative amounts by
which their respective Component Notional Amounts declined as a result of deemed
distributions of principal on the REMIC II Regular Interests on such
Distribution Date pursuant to Section 4.01(k) (or, if there were no such
declines, then on a pro rata basis in accordance with the relative sizes of
their respective Component Notional Amounts).

            (e) On each Distribution Date, the Trustee shall withdraw from the
Excess Interest Distribution Account any amounts then on deposit therein that
represent Excess Interest collected or deemed collected in respect of the ARD
Trust Mortgage Loans or any successor REO Trust Mortgage Loans with respect
thereto during the related Collection Period and shall distribute such amounts
to the Holders of the Class V Certificates.

            (f) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated pro rata among the
Holders of such Certificates based on their respective Percentage Interests.
Except as otherwise provided below, all such distributions made with respect to
each Class of Certificates on each Distribution Date shall be made to the
Holders of such Certificates of record at the close of business on the related
Record Date and, in the case of each such Holder, shall be made by wire transfer
of immediately available funds to the account thereof at a bank or other entity
having appropriate facilities therefor, if such Holder shall have provided the
Trustee with wiring instructions no later than the related Record Date (which
wiring instructions may be in the form of a standing order applicable to all
subsequent Distribution Dates), and otherwise shall be made by check mailed to
the address of such Holder as it appears in the Certificate Register. The final
distribution on each Certificate (determined, in the case of a Principal Balance
Certificate, without regard to any possible future reimbursement of any portion
of a previously incurred Unfunded Principal Balance Reduction allocable to such
Certificate) will be made in like manner, but only upon presentation and
surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final
distribution. Any distribution that is to be made with respect to a Principal
Balance Certificate in reimbursement of any portion of an Unfunded Principal
Balance Reduction allocable to such Certificate, which reimbursement is to occur
after the date on which such Certificate is surrendered as contemplated by the
preceding sentence, will be made by check mailed to the Holder that surrendered
such Certificate at the last address set forth for such Holder in the
Certificate Register or at any other address of which the Trustee was
subsequently notified in writing.

            (g) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each such indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the parties hereto shall
have any responsibility therefor except as otherwise provided by this Agreement
or applicable law. The Trustee and the Depositor shall perform their respective
obligations under the respective Letters of Representations Among the Depositor,
the Trustee and the Initial Depository, relating to the REMIC III Regular
Interest Certificates.

            (h) The rights of the Certificateholders to receive distributions
from the proceeds of the Trust Fund in respect of their Certificates, and all
rights and interests of the Certificateholders in and to such distributions,
shall be as set forth in this Agreement. Neither the Holders of any Class of
Certificates nor any party hereto shall in any way be responsible or liable to
the Holders of any other Class of Certificates in respect of amounts previously
distributed on the Certificates in accordance with this Agreement.

            (i) Except as otherwise provided in Section 9.01, whenever the
Trustee expects that the final distribution with respect to any Class of
Certificates will be made on the next Distribution Date (such final distribution
to be determined, in the case of a Class of Principal Balance Certificates,
without regard to any possible future reimbursement of any portion of a
previously incurred Unfunded Principal Balance Reduction in respect of such
Class), the Trustee shall, as promptly as possible (and, in any event, no later
than three Business Days) after the related Determination Date, mail to each
Holder of such Class of Certificates of record on such date a notice to the
effect that:

                  (i) the Trustee expects that the final distribution with
      respect to such Class of Certificates will be made on such Distribution
      Date but only upon presentation and surrender of such Certificates at the
      office of the Certificate Registrar or at such other location therein
      specified, and

                  (ii) no interest shall accrue on such Certificates from and
      after the end of the Interest Accrual Period for such Distribution Date.

            Any funds not distributed to any Holder or Holders of Certificates
of such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and
credited to, and shall be held uninvested in trust in, the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to
which notice has been given pursuant to this Section 4.01(i) shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, then the Trustee, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust pursuant to this paragraph. If any Certificates as to which notice
has been given pursuant to this Section 4.01(i), shall not have been surrendered
for cancellation by the second anniversary of the delivery of the second notice,
then, subject to applicable escheat laws, the Trustee shall distribute to the
Class R Certificateholders all unclaimed funds.

            (j) Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from payments or advances of interest or original issue
discount to any Certificateholder pursuant to federal withholding requirements,
the Trustee shall indicate the amount withheld to such Certificateholder.

            (k) All distributions of accrued interest made with respect to each
Class of Interest Only Certificates on each Distribution Date pursuant to clause
first of the first paragraph of Section 4.01(a), and allocable to any particular
Component of such Class of Certificates, shall be deemed to have first been
distributed from REMIC II to REMIC III on such Distribution Date as accrued
interest with respect to such Component's Corresponding REMIC II Regular
Interest as part of such REMIC II Regular Interest's Interest Distribution
Amount for such Distribution Date. In addition, all distributions of additional
interest (in the form of Yield Maintenance Charges) made with respect to each
Class of Interest Only Certificates on each Distribution Date pursuant to
Section 4.01(d), and allocable to any particular Component of such Class of
Certificates, shall be deemed to have first been distributed from REMIC II to
REMIC III on such Distribution Date as additional interest (in the form of Yield
Maintenance Charges) with respect to such Component's Corresponding REMIC II
Regular Interest.

            All distributions made with respect to each Class of Principal
Balance Certificates on each Distribution Date pursuant to Section 4.01(a),
Section 4.01(b) or Section 4.01(d) shall be deemed to have first been
distributed from REMIC II to REMIC III on such Distribution Date with respect to
the Corresponding REMIC II Regular Interest(s) for such Class of Certificates.
In each case, if such distribution on any such Class of Principal Balance
Certificates was a distribution of accrued interest (as part of the related
Interest Distribution Amount for the subject Distribution Date), of principal,
of additional interest (in the form of Yield Maintenance Charges) or in
reimbursement of any related Unfunded Principal Balance Reductions with respect
to such Class of Certificates, then the corresponding distribution deemed to be
made on the Corresponding REMIC II Regular Interest(s) for such Class of
Certificates pursuant to the preceding sentence shall be deemed also to be a
distribution of accrued interest (as part of the Interest Distribution Amount(s)
for such REMIC II Regular Interest(s) for the subject Distribution Date), of
principal, of additional interest (in the form of Yield Maintenance Charges) or
in reimbursement of any related Unfunded Principal Balance Reductions with
respect to such REMIC II Regular Interest(s).

            Each Class of Principal Balance Certificates shall have one
Corresponding REMIC II Regular Interest, except for the Class A-1-A
Certificates, which shall have eight Corresponding REMIC II Regular Interests,
the Class A-1 Certificates, which shall have three Corresponding REMIC II
Regular Interests, the Class A-2 Certificates, which shall have three
Corresponding REMIC II Regular Interests, and the Class A-4 Certificates, which
shall have four Corresponding REMIC II Regular Interests.

            Deemed distributions of accrued interest made on REMIC II Regular
Interest A-1-A-1, REMIC II Regular Interest A-1-A-2, REMIC II Regular Interest
A-1-A-3, REMIC II Regular Interest A-1-A-4, REMIC II Regular Interest A-1-A-5,
REMIC II Regular Interest A-1-A-6, REMIC II Regular Interest A-1-A-7 and REMIC
II Regular Interest A-1-A-8 shall be allocated among those eight REMIC II
Regular Interests on a pro rata basis in accordance with their respective
Interest Distribution Amounts for the subject Distribution Date. Deemed
distributions of principal made on REMIC II Regular Interest A-1-A-1, REMIC II
Regular Interest A-1-A-2, REMIC II Regular Interest A-1-A-3, REMIC II Regular
Interest A-1-A-4, REMIC II Regular Interest A-1-A-5, REMIC II Regular Interest
A-1-A-6, REMIC II Regular Interest A-1-A-7 and REMIC II Regular Interest A-1-A-8
shall be allocated to REMIC II Regular Interest A-1-A-1, REMIC II Regular
Interest A-1-A-2, REMIC II Regular Interest A-1-A-3, REMIC II Regular Interest
A-1-A-4, REMIC II Regular Interest A-1-A-5, REMIC II Regular Interest A-1-A-6,
REMIC II Regular Interest A-1-A-7 and REMIC II Regular Interest A-1-A-8, in that
order, in each case until its Uncertificated Principal Balance is reduced to
zero. Deemed distributions of additional interest (in the form of Yield
Maintenance Charges) made on REMIC II Regular Interest A-1-A-1, REMIC II Regular
Interest A-1-A-2, REMIC II Regular Interest A-1-A-3, REMIC II Regular Interest
A-1-A-4, REMIC II Regular Interest A-1-A-5, REMIC II Regular Interest A-1-A-6,
REMIC II Regular Interest A-1-A-7 and REMIC II Regular Interest A-1-A-8 shall be
allocated among those eight REMIC II Regular Interests on a pro rata basis in
accordance with the respective amounts of principal deemed made on such REMIC II
Regular Interest on the subject Distribution Date. Deemed distributions in
reimbursement of Unfunded Principal Balance Reductions made on REMIC II Regular
Interest A-1-A-1, REMIC II Regular Interest A-1-A-2, REMIC II Regular Interest
A-1-A-3, REMIC II Regular Interest A-1-A-4, REMIC II Regular Interest A-1-A-5,
REMIC II Regular Interest A-1-A-6, REMIC II Regular Interest A-1-A-7 and REMIC
II Regular Interest A-1-A-8 shall be allocated among those eight REMIC II
Regular Interests on a pro rata basis in accordance with their respective Loss
Reimbursement Amounts for the subject Distribution Date.

            Deemed distributions of accrued interest made on REMIC II Regular
Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular Interest
A-1-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with their respective Interest Distribution Amounts for
the subject Distribution Date. Deemed distributions of principal made on REMIC
II Regular Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular
Interest A-1-3 shall be allocated to REMIC II Regular Interest A-1-1, REMIC II
Regular Interest A-1-2 and REMIC II Regular Interest A-1-3, in that order, in
each case until its Uncertificated Principal Balance is reduced to zero. Deemed
distributions of additional interest (in the form of Yield Maintenance Charges)
made on REMIC II Regular Interest A-1-1, REMIC II Regular Interest A-1-2 and
REMIC II Regular Interest A-1-3 shall be allocated among those three REMIC II
Regular Interests on a pro rata basis in accordance with the respective amounts
of principal deemed made on such REMIC II Regular Interest on the subject
Distribution Date. Deemed distributions in reimbursement of Unfunded Principal
Balance Reductions made on REMIC II Regular Interest A-1-1, REMIC II Regular
Interest A-1-2 and REMIC II Regular Interest A-1-3 shall be allocated among
those three REMIC II Regular Interests on a pro rata basis in accordance with
their respective Loss Reimbursement Amounts for the subject Distribution Date.

            Deemed distributions of accrued interest made on REMIC II Regular
Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular Interest
A-2-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with their respective Interest Distribution Amounts for
the subject Distribution Date. Deemed distributions of principal made on REMIC
II Regular Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular
Interest A-2-3 shall be allocated to REMIC II Regular Interest A-2-1, REMIC II
Regular Interest A-2-2 and REMIC II Regular Interest A-2-3, in that order, in
each case until its Uncertificated Principal Balance is reduced to zero. Deemed
distributions of additional interest (in the form of Yield Maintenance Charges)
made on REMIC II Regular Interest A-2-1, REMIC II Regular Interest A-2-2 and
REMIC II Regular Interest A-2-3 shall be allocated among those three REMIC II
Regular Interests on a pro rata basis in accordance with the respective amounts
of principal deemed made on such REMIC II Regular Interest on the subject
Distribution Date. Deemed distributions in reimbursement of Unfunded Principal
Balance Reductions made on REMIC II Regular Interest A-2-1, REMIC II Regular
Interest A-2-2 and REMIC II Regular Interest A-2-3 shall be allocated among
those three REMIC II Regular Interests on a pro rata basis in accordance with
their respective Loss Reimbursement Amounts for the subject Distribution Date.

            Deemed distributions of accrued interest made on REMIC II Regular
Interest A-4-1, REMIC II Regular Interest A-4-2, REMIC II Regular Interest A-4-3
and REMIC II Regular Interest A-4-4 shall be allocated among those four REMIC II
Regular Interests on a pro rata basis in accordance with their respective
Interest Distribution Amounts for the subject Distribution Date. Deemed
distributions of principal made on REMIC II Regular Interest A-4-1, REMIC II
Regular Interest A-4-2, REMIC II Regular Interest A-4-3 and REMIC II Regular
Interest A-4-4 shall be allocated to REMIC II Regular Interest A-4-1 and REMIC
II Regular Interest A-4-2, REMIC II Regular Interest A-4-3 and REMIC II Regular
Interest A-4-4, in that order, in each case until its Uncertificated Principal
Balance is reduced to zero. Deemed distributions of additional interest (in the
form of Yield Maintenance Charges) made on REMIC II Regular Interest A-4-1,
REMIC II Regular Interest A-4-2, REMIC II Regular Interest A-4-3 and REMIC II
Regular Interest A-4-4 shall be allocated among those four REMIC II Regular
Interests on a pro rata basis in accordance with the respective amounts of
principal deemed made on such REMIC II Regular Interest on the subject
Distribution Date. Deemed distributions in reimbursement of Unfunded Principal
Balance Reductions made on REMIC II Regular Interest A-4-1, REMIC II Regular
Interest A-4-2, REMIC II Regular Interest A-4-3 and REMIC II Regular Interest
A-4-4 shall be allocated among those four REMIC II Regular Interests on a pro
rata basis in accordance with their respective Loss Reimbursement Amounts A-4
for the subject Distribution Date.

            The actual distributions made by the Trustee on each Distribution
Date with respect to the Certificates pursuant to Section 4.01(a), Section
4.01(b), Section 4.01(c) (to the extent such distributions relate to the REMIC
III Residual Interest) or Section 4.01(d), as applicable, shall be deemed to
have been so made from the amounts deemed distributed with respect to the REMIC
II Regular Interests on such Distribution Date pursuant to this Section 4.01(k).
Notwithstanding the deemed distributions on the REMIC II Regular Interests
described in this Section 4.01(k), actual distributions of funds from the
Distribution Account shall be made only in accordance with Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 4.01(e), as
applicable.

            (l) On each Distribution Date, immediately prior to making any
actual distributions on the Certificates pursuant to Section 4.01(a), Section
4.01(b) or Section 4.01(c), or the corresponding deemed distributions on the
REMIC II Regular Interests pursuant to Section 4.01(k), the Trustee shall be
deemed to have made (or, in the case of clause seventh below, shall actually
make) out of that portion of the Available Distribution Amount for such
Distribution Date that is attributable to the Mayfair Mall Trust Mortgage Loan
or any related REO Property, the following distributions to REMIC II and, solely
in the case of clause seventh below, the Class MM Directing Certificateholder,
the Series 2003-C4 Directing Certificateholder and/or any Mayfair Mall Non-Trust
Companion Loan Holder(s), as applicable, in the following order of priority, in
each case to the extent of the remaining portion of the Available Distribution
Amount for such Distribution Date that is attributable to the Mayfair Mall Trust
Mortgage Loan or any related REO Property:

            first, distributions to REMIC II of accrued interest with respect to
      REMIC I Regular Interest MM-1, up to its Interest Distribution Amount for
      such Distribution Date;

            second, distributions to REMIC II of principal with respect to REMIC
      I Regular Interest MM-1, up to the lesser of (i) the Uncertificated
      Principal Balance of REMIC I Regular Interest MM-1 immediately prior to
      such Distribution Date and (ii) either (A) if no Mayfair Mall Payment
      Trigger Event has occurred and is continuing and if such Distribution Date
      is not the Final Distribution Date, the product of (1) a fraction, the
      numerator of which is the Uncertificated Principal Balance of REMIC I
      Regular Interest MM-1 immediately prior to such Distribution Date, and the
      denominator of which is the aggregate Uncertificated Principal Balance of
      REMIC I Regular Interest MM-1 and REMIC I Regular Interest MM-2
      immediately prior to such Distribution Date, multiplied by (2) the portion
      of the Total Principal Distribution Amount for such Distribution Date
      allocable to the Mayfair Mall Trust Mortgage Loan or any successor REO
      Trust Mortgage Loan with respect thereto, or (B) if an Mayfair Mall
      Payment Trigger Event has occurred and is continuing or if such
      Distribution Date is the Final Distribution Date, the entire portion of
      the Total Principal Distribution Amount for such Distribution Date
      allocable to the Mayfair Mall Trust Mortgage Loan or any successor REO
      Trust Mortgage Loan with respect thereto;

            third, reimbursements to REMIC II of Unfunded Principal Balance
      Reductions with respect to REMIC I Regular Interest MM-1, up to its Loss
      Reimbursement Amount for such Distribution Date;

            fourth, distributions to REMIC II of accrued interest with respect
      to REMIC I Regular Interest MM-2, up to its Interest Distribution Amount
      for such Distribution Date;

            fifth, distributions to REMIC II of principal with respect to REMIC
      I Regular Interest MM-2, up to the lesser of (i) the Uncertificated
      Principal Balance of REMIC I Regular Interest MM-2 immediately prior to
      such Distribution Date and (ii) the excess, if any, of (A) the entire
      portion of the Total Principal Distribution Amount for such Distribution
      Date allocable to the Mayfair Mall Trust Mortgage Loan or any successor
      REO Trust Mortgage Loan with respect thereto over (B) the amount of
      principal deemed distributed to REMIC II with respect to REMIC I Regular
      Interest MM-1 on such Distribution Date pursuant to clause second above;

            sixth, reimbursements to REMIC II of Unfunded Principal Balance
      Reductions with respect to REMIC I Regular Interest MM-2, up to its Loss
      Reimbursement Amount for such Distribution Date; and

            seventh, reimbursements to the Class MM Directing Certificateholder,
      the Series 2003-C4 Directing Certificateholder and/or any Mayfair Mall
      Non-Trust Companion Loan Holder(s) of any outstanding Mayfair Mall Cure
      Payments made by such Person(s) pursuant to Section 3.31 and/or the
      Mayfair Mall Intercreditor Agreement (pro rata based on entitlement if
      multiple such Persons have made outstanding Mayfair Mall Cure Payments).

            On each Distribution Date, immediately prior to making any actual
distributions on the Certificates pursuant to Section 4.01(a), Section 4.01(b)
or Section 4.01(c), or the corresponding deemed distributions on the REMIC II
Regular Interests pursuant to Section 4.01(k), the Trustee shall be deemed to
have made out of the Available Distribution Amount for such Distribution Date
(exclusive of any portion thereof deemed distributed with respect to REMIC I
Regular Interest MM-1 and REMIC I Regular Interest MM-2, or actually distributed
to the Class MM Directing Certificateholder, the Series 2003-C4 Directing
Certificateholder and/or any Mayfair Mall Non-Trust Companion Loan Holder(s),
all pursuant to the preceding paragraph), the following distributions to REMIC
II in the following order of priority, in each case to the extent of the
remaining portion of such Available Distribution Amount (exclusive of any
portion thereof deemed distributed with respect to REMIC I Regular Interest MM-1
and REMIC I Regular Interest MM-2, or actually distributed to the Class MM
Directing Certificateholder, the Series 2003-C4 Directing Certificateholder
and/or any Mayfair Mall Non-Trust Companion Loan Holder(s), all pursuant to the
preceding paragraph):

            first, distributions of accrued interest with respect to all of the
      REMIC I Regular Interests (other than REMIC I Regular Interest MM-1 and
      REMIC I Regular Interest MM-2), up to, and pro rata as among such REMIC I
      Regular Interests based on, their respective Interest Distribution Amounts
      for such Distribution Date;

            second, distributions of principal with respect to all of the REMIC
      I Regular Interests (other than REMIC I Regular Interest MM-1 and REMIC I
      Regular Interest MM-2), up to, and pro rata as among such REMIC I Regular
      Interests based on, the respective portions of the Total Principal
      Distribution Amount for such Distribution Date that are allocable thereto;
      and

            third, reimbursements of Unfunded Principal Balance Reductions with
      respect to all of the REMIC I Regular Interests (other than REMIC I
      Regular Interest MM-1 and REMIC I Regular Interest MM-2), including any
      such REMIC I Regular Interests whose Uncertificated Principal Balances
      have previously been reduced to zero, up to, and pro rata as among such
      REMIC I Regular Interests based on, their respective Loss Reimbursement
      Amounts for such Distribution Date.

            In addition, on each Distribution Date, immediately prior to making
any actual distributions on the REMIC III Regular Interest Certificates pursuant
to Section 4.01(d), or the corresponding deemed distributions on the REMIC II
Regular Interests pursuant to Section 4.01(k), the Trustee shall be deemed to
have distributed to REMIC II each Yield Maintenance Charge then on deposit in
the Distribution Account that was received by or on behalf of the Trust with
respect to any Trust Mortgage Loan or REO Trust Mortgage Loan during or prior to
the related Collection Period, such distribution to be deemed made with respect
to the REMIC I Regular Interest(s) that relate(s) to such Trust Mortgage Loan or
REO Trust Mortgage Loan, as the case may be; and any Yield Maintenance Charge so
deemed distributed on REMIC I Regular Interest MM-1 and REMIC I Regular Interest
MM-2 on any Distribution Date shall be allocated between such REMIC I Regular
Interests on a pro rata basis in accordance with the respective amounts of
principal deemed distributed with respect to such REMIC I Regular Interests on
such Distribution Date.

            The distributions deemed made by the Trustee on each Distribution
Date with respect to the REMIC II Regular Interests pursuant to Section 4.01(k),
as well as the distributions actually made by the Trustee on each Distribution
Date with respect to the Certificates pursuant to Section 4.01(a), Section
4.01(b), Section 4.01(c) (to the extent such distributions relate to the REMIC
II Residual Interest or the REMIC III Residual Interest) or Section 4.01(d),
shall be deemed to have been so made from the amounts deemed distributed with
respect to the REMIC I Regular Interests on such Distribution Date pursuant to
this Section 4.01(l). Notwithstanding the deemed distributions on the REMIC I
Regular Interests described in this Section 4.01(l), actual distributions of
funds from the Distribution Account shall be made only in accordance with
Section 4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section
4.01(e), as applicable.

            SECTION 4.02      Statements to Certificateholders; Certain Other
                              Reports.

            (a) Based solely on information provided to the Trustee by the
Master Servicer pursuant to Section 3.12 and this Section 4.02, the Trustee
shall prepare (or cause to be prepared) and, on each Distribution Date, provide
or make available electronically (or, upon request, by first class mail) to each
Privileged Person a statement substantially in the form of, and containing the
information set forth in, Exhibit E hereto (the "Trustee Report"), detailing the
distributions on such Distribution Date and the performance, both in the
aggregate and individually to the extent available, of the Trust Mortgage Loans
and the Mortgaged Properties; provided that the Trustee need not deliver to the
Depositor, the Master Servicer, the Special Servicer, the Underwriters, the
Rating Agencies, the Series 2003-C4 Directing Certificateholder or the Class MM
Directing Certificateholder any Trustee Report that has been made available to
such Person via the Trustee's internet website as provided below; and provided,
further, that the Trustee has no affirmative obligation to discover the
identities of Certificate Owners and need only react to Persons claiming to be
Certificate Owners in accordance with Section 5.06; and provided, further, that
during any period that reports are required to be filed with the Commission with
respect to the Trust pursuant to Section 15(d) of the Exchange Act, each
recipient of the Trustee Report shall be deemed to have agreed to keep
confidential the information therein until such Trustee Report is filed with the
Commission, and the Trustee Report (or, if presented via the Trustee's internet
website, such website) shall bear a legend to the following effect:

            No recipient shall use or disclose the information
            contained [in this statement/report/file] [on this
            website] in any manner which could result in a violation
            of any provision of the Securities Act of 1933 or the
            Securities Exchange Act of 1934 or would require
            registration of any Non-Registered Certificates pursuant
            to Section 5 of the Securities Act of 1933.

            The Trustee shall have no obligation to provide the information or
reports described in this Section 4.02(a) until it has received the requisite
information or reports from the Master Servicer provided for herein, and the
Trustee shall not be in default hereunder due to a delay in providing the
Certificateholder Reports caused by the Master Servicer's or the Special
Servicer's failure to timely deliver any information or reports hereunder. None
of the Master Servicer, the Special Servicer or the Trustee shall be responsible
for the accuracy or completeness of any information supplied to it by a
Borrower, each other or a third party, and accepted by it in good faith, that is
included in any reports, statements, materials or information prepared or
provided by the Master Servicer, the Special Servicer or the Trustee, as
applicable. None of the Trustee, the Master Servicer or the Special Servicer
shall have any obligation to verify the accuracy or completeness of any
information provided by a Borrower, a third party or each other.

            The Trustee shall make available each month, to any interested
person, the related Trustee Report via its internet website initially located at
"www.ctslink.com/cmbs". In addition, the Trustee shall make available each
month, via its internet website to the extent received by the Trustee, on a
restricted basis solely to Privileged Persons, (i) the Unrestricted Master
Servicer Reports, (ii) the CMSA Loan Periodic Update File, the CMSA Loan Setup
File, CMSA Bond Level File and the CMSA Collateral Summary File, and (iii) as a
convenience to interested persons (and not in furtherance of the distribution
thereof under the securities laws), the Prospectus and this Agreement. Upon
notification by the Depositor that CSFB LLC has sold the Non-Registered
Certificates to unaffiliated third parties, the Trustee shall remove the
restriction provided for in the preceding sentence and shall make such reports
and documents available to any interested person. The Trustee shall also make
available each month, on a restricted basis to any Privileged Person via its
internet website, to the extent received by the Trustee, (i) the Restricted
Master Servicer Reports, (ii) the CMSA Property File and (iii) any other report
at the direction of the Depositor. During any period that reports are required
to be filed with the Commission with respect to the Trust pursuant to Section
15(d) of the Exchange Act, each recipient of information regarding the Trust on
the Trustee's internet website shall be deemed to have agreed to keep
confidential such information until such information is filed with the
Commission, and the Trustee's internet website shall bear a legend to the
following effect:

            No recipient shall use or disclose the information
            contained on this website in any manner which could
            result in a violation of any provision of the Securities
            Act of 1933 or the Securities Exchange Act of 1934 or
            would require registration of any Non-Registered
            Certificates pursuant to Section 5 of the Securities Act
            of 1933.

            The Trustee makes no representations or warranties as to the
accuracy or completeness or any report, document or other information made
available on its internet website and assumes no responsibility therefor. In
addition, the Trustee may disclaim responsibility for any information
distributed by the Trustee for which it is not the original source.

            In connection with providing access to the Trustee's internet
website, the Trustee may require registration and the acceptance of a
disclaimer. The Trustee shall not be liable for the dissemination of information
in accordance herewith. Questions regarding the Trustee's internet website can
be directed to the Trustee's CMBS customer service desk at (301) 815-6600 or
such other number as the Trustee may hereinafter specify.

            The Trustee shall be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Trustee Report and may affix thereto any
disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party hereto).

            (b) Within a reasonable period of time after the end of each
calendar year, the Trustee shall prepare, or cause to be prepared, and mail to
each Person who at any time during the calendar year was a Certificateholder (i)
a statement containing the aggregate information set forth on pages 2 and 3 of
Exhibit E hereto for such calendar year or applicable portion thereof during
which such person was a Certificateholder and (ii) such other customary
information as the Trustee deems necessary or desirable for Certificateholders
to prepare their federal, state and local income tax returns, including the
amount of original issue discount accrued on the Certificates, if applicable.
The obligations of the Trustee in the immediately preceding sentence shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code. As soon as practicable following the request of any Certificateholder in
writing, the Trustee shall furnish to such Certificateholder such information
regarding the Trust Mortgage Loans and the Mortgaged Properties as such
Certificateholder may reasonably request and, as has been furnished to, or may
otherwise be in the possession of, the Trustee. The Master Servicer and the
Special Servicer shall promptly provide to the Depositor and the Trustee such
information regarding the Trust Mortgage Loans and the Mortgaged Properties as
such party may reasonably request and that has been furnished to, or may
otherwise be in the possession of, the Master Servicer or the Special Servicer,
as the case may be.

            SECTION 4.03      P&I Advances.

            (a) On or before 1:00 p.m., New York City time, on each Master
Servicer Remittance Date, the Master Servicer shall, subject to Section 4.03(c),
either (i) remit from its own funds to the Trustee for deposit into the
Distribution Account an amount equal to the aggregate amount of P&I Advances, if
any, to be made by the Master Servicer in respect of the Mortgage Pool for the
related Distribution Date, (ii) apply amounts held in the Collection Account for
future distribution to Certificateholders in subsequent months in discharge of
any such obligation to make such P&I Advances, or (iii) make such P&I Advances
in the form of any combination of (i) and (ii) aggregating the total amount of
such P&I Advances to be made by the Master Servicer. Any amounts held in the
Collection Account for future distribution and so used to make P&I Advances in
respect of the Mortgage Pool shall be appropriately reflected in the Master
Servicer's records and replaced by the Master Servicer by deposit in the
Collection Account prior to the next succeeding Master Servicer Remittance Date
(to the extent not previously replaced through the deposit of Late Collections
of the delinquent principal and interest in respect of which such P&I Advances
were made). If, as of 3:30 p.m., New York City time, on any Master Servicer
Remittance Date, the Master Servicer shall not have made any P&I Advance
required to be made by it in respect of the Mortgage Pool on such date pursuant
to this Section 4.03(a) (and shall not have delivered to the Trustee the
Officer's Certificate and other documentation related to a determination of
nonrecoverability of a P&I Advance pursuant to Section 4.03(c)) or, to the
actual knowledge of a Responsible Officer of the Trustee, shall not have
remitted any other amounts required to be remitted by the Master Servicer on
such date, then the Trustee shall provide notice of such failure to the Master
Servicer by facsimile transmission as soon as possible, but in any event before
5:00 p.m., New York City time, on such Master Servicer Remittance Date. If after
such notice the Trustee does not receive the full amount of such P&I Advances in
respect of the Mortgage Pool by 11:00 a.m., New York City time, on the related
Distribution Date, then the Trustee shall (not later than 12:00 noon, New York
City time, on the related Distribution Date) make the portion of such P&I
Advances in respect of the Mortgage Pool that was required to be, but was not,
made or remitted, as the case may be, by the Master Servicer with respect to the
related Distribution Date.

            (b) The aggregate amount of P&I Advances to be made by the Master
Servicer in respect of the Mortgage Pool for any Distribution Date, subject to
Section 4.03(c) below, shall equal the aggregate of all Monthly Payments (other
than Balloon Payments) and any Assumed Scheduled Payments, in each case net of
any related Master Servicing Fees and Workout Fees, due or deemed due, as the
case may be, in respect of the Trust Mortgage Loans (including Balloon Trust
Mortgage Loans delinquent as to their respective Balloon Payments) and any REO
Trust Mortgage Loans on their respective Due Dates during the related Collection
Period, in each case to the extent such amount was not paid by or on behalf of
the related Borrower or otherwise collected by or on behalf of the Trust as of
the close of business on the related Determination Date; provided that, if an
Appraisal Reduction Amount exists with respect to any Trust Mortgage Loan or REO
Trust Mortgage Loan, then the interest portion of any P&I Advance required to be
made in respect of such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
case may be, for the related Distribution Date shall be reduced (it being herein
acknowledged that there shall be no reduction in the principal portion of such
P&I Advance) to equal the product of (i) the amount of the interest portion of
such P&I Advance that would otherwise be required to be made in respect of such
Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be, for such
Distribution Date without regard to this proviso, multiplied by (ii) a fraction,
expressed as a percentage, the numerator of which shall equal the Stated
Principal Balance of such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
case may be, immediately prior to such Distribution Date, net of the related
Appraisal Reduction Amount, and the denominator of which shall equal the Stated
Principal Balance of such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
case may be, immediately prior to such Distribution Date.

            (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. Also, notwithstanding anything herein
to the contrary, no P&I Advance shall be required to be made hereunder in
respect of any Mayfair Mall Non-Trust Companion Loan or any successor REO
Non-Trust Companion Loan.

            (d) Subject to the last two sentences of this Section 4.03(d), the
Master Servicer and the Trustee shall each be entitled to receive interest at
the Reimbursement Rate in effect from time to time, accrued on the amount of
each P&I Advance made thereby (with its own funds), for so long as such P&I
Advance is outstanding (or, if such P&I Advance was made prior to the end of any
grace period applicable to the subject delinquent Monthly Payment, for so long
as such P&I Advance is outstanding following the end of such grace period). Such
interest with respect to any P&I Advance shall be payable: (i) first, out of any
Penalty Charges subsequently collected on the particular Trust Mortgage Loan or
REO Trust Mortgage Loan as to which such P&I Advance relates; and (ii) then,
after such P&I Advance is reimbursed, but only if and to the extent that such
Penalty Charges are insufficient to cover such Advance Interest, out of general
collections on the Trust Mortgage Loans and REO Properties on deposit in the
Master Servicer's Collection Account; provided that interest earned on any P&I
Advances made with respect to the A-Note Trust Mortgage Loan of an A/B Mortgage
Loan Combination or any successor REO Trust Mortgage Loan in respect thereof
shall be payable out of the related A/B Mortgage Loan Combination Custodial
Account, to the maximum extent permitted by the related A/B Intercreditor
Agreement, before being paid out of general collections on the Mortgage Pool on
deposit in the Collection Account. The Master Servicer shall reimburse itself or
the Trustee, as applicable, for any outstanding P&I Advance made thereby with
respect to any Trust Mortgage Loan or REO Trust Mortgage Loan as soon as
practicable after funds available for such purpose are deposited in the Master
Servicer's Collection Account. Notwithstanding the foregoing, upon a
determination that a P&I Advance previously made with respect to the Mortgage
Pool is a Nonrecoverable P&I Advance, instead of obtaining reimbursement out of
general collections on the Mortgage Pool immediately (as contemplated by Section
3.05(a)(vi)), the Master Servicer or the Trustee, as applicable, may, in its
sole discretion, elect to obtain reimbursement for such Nonrecoverable P&I
Advance over a period of time (not to exceed 12 months) and the unreimbursed
portion of such P&I Advance will accrue interest at the Reimbursement Rate in
effect from time to time. At any time after such a determination to obtain
reimbursement over time in accordance with the preceding sentence, the Master
Servicer or the Trustee, as applicable, may, in its sole discretion, decide to
obtain reimbursement immediately. The fact that a decision to recover such
Nonrecoverable P&I Advance over time, or not to do so, benefits some Classes of
Certificateholders to the detriment of other Classes shall not constitute a
violation of the Servicing Standard by the Master Servicer or a breach of any
fiduciary duty owed to the Certificateholders by the Trustee, or a breach of any
other contractual obligation owed to the Certificateholders by any party to this
Agreement. In no event shall interest accrue in accordance with this Section
4.03(d) on any P&I Advance as to which the corresponding Late Collection was
received by or on behalf of the Trust as of the related Master Servicer
Remittance Date. In addition, the Master Servicer shall not be entitled to
Advance Interest on any particular P&I Advance made thereby to the extent a
payment is received but is being held by or on behalf of the Master Servicer in
suspense.

            SECTION 4.04      Allocation of Realized Losses and Additional Trust
                              Fund Expenses.

            (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Sections 4.01, the
Trustee shall determine the amount, if any, by which (i) the then aggregate of
the Class Principal Balances of all the Classes of Principal Balance
Certificates (exclusive of the Class MM Certificates), exceeds (ii) the
aggregate Stated Principal Balance of the Mortgage Pool (net of the
Uncertificated Principal Balance of REMIC I Regular Interest MM-2) that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the respective Class Principal Balances of the Principal Balance
Certificates (exclusive of the Class MM Certificates) will be reduced
sequentially, in the following order, until such excess is reduced to zero:
first, the Class Principal Balance of the Class P Certificates, until such Class
Principal Balance is reduced to zero; second, the Class Principal Balance of the
Class O Certificates, until such Class Principal Balance is reduced to zero;
third, the Class Principal Balance of the Class N Certificates, until such Class
Principal Balance is reduced to zero; fourth, the Class Principal Balance of the
Class M Certificates, until such Class Principal Balance is reduced to zero;
fifth, the Class Principal Balance of the Class L Certificates, until such Class
Principal Balance is reduced to zero; sixth, the Class Principal Balance of the
Class K Certificates, until such Class Principal Balance is reduced to zero;
seventh, the Class Principal Balance of the Class J Certificates, until such
Class Principal Balance is reduced to zero; eighth, the Class Principal Balance
of the Class H Certificates, until such Class Principal Balance is reduced to
zero; ninth, the Class Principal Balance of the Class G Certificates, until such
Class Principal Balance is reduced to zero; tenth, the Class Principal Balance
of the Class F Certificates, until such Class Principal Balance is reduced to
zero; eleventh, the Class Principal Balance of the Class E Certificates, until
such Class Principal Balance is reduced to zero; twelfth, the Class Principal
Balance of the Class D Certificates, until such Class Principal Balance is
reduced to zero; thirteenth, the Class Principal Balance of the Class C
Certificates, until such Class Principal Balance is reduced to zero; fourteenth,
the Class Principal Balance of the Class B Certificates, until such Class
Principal Balance is reduced to zero; and fifteenth, the respective Class
Principal Balances of the Class A-1 Certificates, the Class A-2 Certificates,
the Class A-3 Certificates, the Class A-4 Certificates and the Class A-1-A
Certificates (on a pro rata basis in accordance with the relative sizes of such
Class Principal Balances), until such Class Principal Balances are reduced to
zero. On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Class
Principal Balance of the Class MM Certificates shall be reduced to the extent
necessary (if at all) to equal the Uncertificated Principal Balance of REMIC I
Regular Interest MM-2 that will be outstanding immediately following such
Distribution Date. All such reductions in the Class Principal Balances of the
respective Classes of the Principal Balance Certificates shall constitute
allocations of Realized Losses and Additional Trust Fund Expenses.

            (b) On each Distribution Date, the Uncertificated Principal Balance
of each REMIC II Regular Interest (or, if applicable, the aggregate
Uncertificated Principal Balance of each Group of REMIC II Regular Interests
with the same Corresponding Class of Principal Balance Certificates) shall be
deemed to have been reduced in the same amount as any reduction in the Class
Principal Balance of the Corresponding Class of Principal Balance Certificates
for such REMIC II Regular Interest (or, if applicable, such Group of REMIC II
Regular Interests) that occurred on such Distribution Date pursuant to Section
4.04(a). Where multiple REMIC II Regular Interests have the same Corresponding
Class of Principal Balance Certificates, such reductions shall be made as
follows: (i) any reduction in the Class Principal Balance of the Class A-1
Certificates shall be deemed to have first been made in the Uncertificated
Principal Balances of REMIC II Regular Interest A-1-1, REMIC II Regular Interest
A-1-2 and REMIC II Regular Interest A-1-3, in that order, in each case until the
related Uncertificated Principal Balance is reduced to zero; (ii) any reduction
in the Class Principal Balance of the Class A-2 Certificates shall be deemed to
have first been made in the Uncertificated Principal Balances of REMIC II
Regular Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular
Interest A-2-3, in that order, in each case until the related Uncertificated
Principal Balance is reduced to zero; (iii) any reduction in the Class Principal
Balance of the Class A-4 Certificates shall be deemed to have first been made in
the Uncertificated Principal Balances of REMIC II Regular Interest A-4-1, REMIC
II Regular Interest A-4-2, REMIC II Regular Interest A-4-3 and REMIC II Regular
Interest A-4-4, in that order, in each case until the related Uncertificated
Principal Balance is reduced to zero; and (iv) any reduction in the Class
Principal Balance of the Class A-1-A Certificates shall be deemed to have first
been made in the Uncertificated Principal Balances of REMIC II Regular Interest
A-1-A-1, REMIC II Regular Interest A-1-A-2, REMIC II Regular Interest A-1-A-3,
REMIC II Regular Interest A-1-A-4, REMIC II Regular Interest A-1-A-5, REMIC II
Regular Interest A-1-A-6, REMIC II Regular Interest A-1-A-7 and REMIC II Regular
Interest A-1-A-8, in that order, in each case until the related Uncertificated
Principal Balance is reduced to zero. All such reductions in the Uncertificated
Principal Balances of the respective REMIC II Regular Interests shall be deemed
to constitute allocations of Realized Losses and Additional Trust Fund Expenses.

            (c) On each Distribution Date, following the deemed distributions to
be made in respect of the REMIC I Regular Interests pursuant to Section 4.01(l),
the Uncertificated Principal Balance of each REMIC I Regular Interest (after
taking account of such deemed distributions) shall be reduced to the extent
necessary to equal the Stated Principal Balance of the related Trust Mortgage
Loan or REO Trust Mortgage Loan, as the case may be (or, if applicable in cases
involving the substitution of multiple Replacement Trust Mortgage Loans, the
aggregate Stated Principal Balance of each and every related Trust Mortgage Loan
and/or REO Trust Mortgage Loan, as the case may be), that will be outstanding
immediately following such Distribution Date; provided that the Uncertificated
Principal Balance of REMIC I Regular Interest MM-2 (after taking account of such
deemed distributions pursuant to Section 4.01(l)) shall be reduced to the extent
necessary (if at all) to equal the excess, if any, of (i) the Stated Principal
Balance of the Mayfair Mall Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto that will be outstanding immediately
following such Distribution Date, over (ii) the Uncertificated Principal Balance
of REMIC I Regular Interest MM-1 (after taking account of such deemed
distributions pursuant to Section 4.01(l)). All such reductions in the
Uncertificated Principal Balances of the respective REMIC I Regular Interests
shall be deemed to constitute allocations of Realized Losses and Additional
Trust Fund Expenses.

            SECTION 4.05      Calculations.

            Provided that the Trustee receives the necessary information from
the Master Servicer and/or the Special Servicer, the Trustee shall be
responsible for performing all calculations necessary in connection with the
actual and deemed distributions to be made pursuant to Section 4.01, the
preparation of the Trustee Reports pursuant to Section 4.02(a) and the actual
and deemed allocations of Realized Losses and Additional Trust Fund Expenses to
be made pursuant to Section 4.04. The Trustee shall calculate the Available
Distribution Amount, the Net Available Distribution Amount and the Class MM
Available Distribution Amount for each Distribution Date and shall allocate such
amounts among Certificateholders in accordance with this Agreement. Absent
actual knowledge of an error therein, the Trustee shall have no obligation to
recompute, recalculate or otherwise verify any information provided to it by the
Master Servicer. The calculations by the Trustee contemplated by this Section
4.05 shall, in the absence of manifest error, be presumptively deemed correct
for all purposes hereunder.

                                   ARTICLE V
                                THE CERTIFICATES


            SECTION 5.01      The Certificates.

            (a) The Certificates shall consist of 24 Classes with the following
respective alphabetic or alphanumeric Class designations: "A-X", "A-SP", "A-1",
"A-2",, "A-3", "A-4", "A-1-A", "B", "C", "D", "E", "F", "G", "H", "J", "K", "L",
"M", "N", "O", "P", "MM", "R" and "V", respectively. Any reference in any other
section or subsection of this Agreement to any Certificate or Certificates
preceded by a Class designation shall be to a Certificate or Certificates of the
Class so designated in this Section 5.01(a).

            (b) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1 through A-5; provided, however, that any of the
Certificates may be issued with appropriate insertions, omissions, substitutions
and variations, and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Agreement, as
may be required to comply with any law or with rules or regulations pursuant
thereto, or with the rules of any securities market in which the Certificates
are admitted to trading, or to conform to general usage. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03 beneficial ownership interests in the REMIC III Regular Interest
Certificates initially shall (and, at the option of the Depositor, following the
Closing Date, all or a portion of any other Class of Certificates may) be held
and transferred through the book-entry facilities of the Depository. The REMIC
III Regular Interest Certificates will be issuable only in denominations
corresponding to initial Certificate Principal Balances (or, in the case of the
Interest Only Certificates, initial Certificate Notional Amounts) as of the
Closing Date of not less than $10,000 and any whole dollar denomination in
excess thereof. The Class R and Class V Certificates will be issuable only in
denominations representing Percentage Interests in the related Class of not less
than 10.0%.

            (c) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee in its capacity as trustee hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized signatory of the Trustee shall
be entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

            SECTION 5.02      Registration of Transfer and Exchange of
                              Certificates.

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar
(located as of the Closing Date at Wells Fargo Center, Sixth and Marquette,
Minneapolis, Minnesota 55479-0113) may prescribe, the Certificate Registrar
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Trustee is hereby initially
appointed (and hereby agrees to act in accordance with the terms hereof) as
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided. The Trustee may appoint, by a
written instrument delivered to the other parties hereto, any other bank or
trust company to act as Certificate Registrar under such conditions as the
Trustee may prescribe; provided that the Trustee shall not be relieved of any of
its duties or responsibilities hereunder as Certificate Registrar by reason of
such appointment. If the Trustee resigns or is removed in accordance with the
terms hereof, the successor trustee shall immediately succeed to its
predecessor's duties as Certificate Registrar. The Depositor, the Master
Servicer and the Special Servicer shall each have the right to inspect the
Certificate Register or to obtain a copy thereof at all reasonable times, and to
rely conclusively upon a certificate of the Certificate Registrar as to the
information set forth in the Certificate Register.

            If three or more Certificateholders make a written request to the
Trustee, and such request states that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication that such requesting Certificateholders propose to transmit, then
the Trustee shall, within 30 days after the receipt of such request, afford (or
cause any other Certificate Registrar to afford) the requesting
Certificateholders access during normal business hours to, or deliver to the
requesting Certificateholders a copy of, the most recent list of
Certificateholders held by the Certificate Registrar (which list shall be
current as of a date no earlier than 30 days prior to the Trustee's receipt of
such request). Every Certificateholder, by receiving such access, acknowledges
that neither the Certificate Registrar nor the Trustee will be held accountable
in any way by reason of the disclosure of any information as to the names and
addresses of any Certificateholder regardless of the source from which such
information was derived.

            (b) No transfer, sale, pledge or other disposition of any
Non-Registered Certificate or interest therein shall be made unless that
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 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 an Affiliate of the Depositor or, in the case of
a Global Certificate, any transfer of such Certificate to a successor Depository
or, in the case of a Definitive Certificate issued with respect to a Global
Certificate, any transfer of such Certificate to the applicable Certificate
Owner in accordance with Section 5.03(c)), then the Certificate Registrar shall
refuse to register such transfer unless it receives (and, upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as
Exhibit F-1A; or (ii) a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit F-1B
and a certificate from such Certificateholder's prospective Transferee
substantially in the form attached hereto either as Exhibit F-2A or as Exhibit
F-2B; or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect
that such transfer may be made without registration under the Securities Act
(which Opinion of Counsel shall not be an expense of the Trust or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

            Each Global Certificate shall be deposited with the Trustee as
custodian for the Depository and registered in the name of Cede & Co. as nominee
of the Depository.

            If a transfer of an interest in any Rule 144A Global 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 an
interest in such Rule 144A Global Certificate by the Depositor or an Affiliate
of the Depositor), then (except as provided in the next succeeding paragraph or
in the penultimate paragraph of this Section 5.02(b)) the Certificate Owner
desiring to effect such transfer shall require from its prospective Transferee:
(i) a certificate substantially in the form attached as Exhibit F-2C hereto; or
(ii) an Opinion of Counsel to the effect that the prospective Transferee is a
Qualified Institutional Buyer and such transfer may be made without registration
under the Securities Act. Except as provided in the next succeeding paragraph or
in the penultimate paragraph of this Section 5.02(b), any interest in a Rule
144A Global Certificate shall not be transferred to any Person other than a
Qualified Institutional Buyer that takes delivery in the form of an interest in
such Rule 144A Global Certificate. If any Transferee of an interest in a Rule
144A Global Certificate does not, in connection with the subject transfer,
deliver to the Transferor the Opinion of Counsel or the certification described
in the second preceding sentence, then such Transferee shall be deemed to have
represented and warranted that all the certifications set forth in Exhibit F-2C
hereto are, with respect to the subject transfer, true and correct.

            Notwithstanding the preceding paragraph, any interest in any Rule
144A Global Certificate may be transferred (without delivery of any certificate
or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of
the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for the same Class as
such Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (i) a certificate from the Certificate Owner desiring to effect
such transfer substantially in the form attached hereto as Exhibit F-1D and a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached hereto as Exhibit F-2D and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and/or Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the Class A-X, Class A-SP, Class
A-1-A, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P or Class MM, as applicable, Certificates to be transferred.
Upon delivery to the Trustee of such certifications and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Rule 144A
Global Certificate with respect to the Class A-X, Class A-SP, Class A-1-A, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class
P or Class MM, as applicable, Certificates, and increase the denomination of the
Regulation S Global Certificate for such Class, by the denomination of the
beneficial interest in such Class specified in such orders and instructions.

            Except as provided in the next succeeding paragraph or in the
penultimate paragraph of this Section 5.02(b), beneficial interests in any
Regulation S Global Certificate shall not be transferred to any Person other
than a non-United States Securities Person that takes delivery in the form of a
beneficial interest in such Regulation S Global Certificate, and the Certificate
Owner desiring to effect such transfer shall be required to obtain from such
prospective Transferee a certification substantially in the form attached hereto
as Exhibit F-2D. On or prior to the Release Date, beneficial interests in any
Regulation S Global Certificate may be held only through Euroclear or
Clearstream.

            Notwithstanding the preceding paragraph, any interest in any
Regulation S Global Certificate may be transferred (without delivery of any
certificate described in the first sentence of the preceding paragraph) to any
Person who takes delivery in the form of a beneficial interest in the Rule 144A
Global Certificate for the same Class as such Regulation S Global Certificate
upon delivery to the Certificate Registrar and the Trustee of (i) a certificate
from the Certificate Owner desiring to effect such transfer substantially in the
form attached hereto as Exhibit F-1C and a certificate from such Certificate
Owner's prospective Transferee substantially in the form attached hereto as
Exhibit F-2C and (ii) such written orders and instructions as are required under
the applicable procedures of the Depository, Clearstream and/or Euroclear to
direct the Trustee to debit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, and credit
the account of a Depository Participant by a denomination of interests in such
Rule 144A Global Certificate, that is equal to the denomination of beneficial
interests in the Class A-X, Class A-SP, Class A-1-A, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P or Class MM
Certificates, as applicable, to be transferred. Upon delivery to the Trustee of
such certifications and such orders and instructions, the Trustee, subject to
and in accordance with the applicable procedures of the Depository, shall reduce
the denomination of the Regulation S Global Certificate with respect to the
Class A-X, Class A-SP, Class A-1-A, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P or Class MM, as applicable,
Certificates, and increase the denomination of the Rule 144A Global Certificate
for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.

            Notwithstanding the foregoing, any interest in a Global Certificate
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
second paragraph of this Section 5.02(b) and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and/or Euroclear to direct the Trustee to debit the account of a
Depository Participant by the denomination of the transferred interests in such
Global Certificate. Upon delivery to the Certificate Registrar of the
certifications and/or opinions contemplated by the second paragraph of this
Section 5.02(b), the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject
Global Certificate, and cause a Definitive Certificate of the same Class as such
Global Certificate, and in a denomination equal to the reduction in the
denomination of such Global Certificate, to be executed, authenticated and
delivered in accordance with this Agreement to the applicable Transferee.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
transfer, sale, pledge or other disposition of any Non-Registered Certificate or
interest therein shall, and does hereby agree to, indemnify the Depositor, CSFB
LLC, the Trustee, the Master Servicer, the Special Servicer and the Certificate
Registrar against any liability that may result if such transfer, sale, pledge
or other disposition is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

            (c) No transfer of any Certificate or interest therein shall be made
to a Plan or to any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan, if the purchase and holding of such Certificate or
interest therein by the prospective Transferee would result in a violation of
Sections 406 or 407 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code.

            Except in connection with the initial issuance of the Certificates
or any transfer of a Non-Registered Certificate by the Depositor or an Affiliate
of the Depositor or, in the case of a Global Certificate, any transfer of such
Certificate to a successor Depository or, in the case of a Definitive
Certificate issued with respect to a Global Certificate, any transfer of such
Certificate to the applicable Certificate Owner in accordance with Section
5.03(c), the Certificate Registrar shall refuse to register the transfer of a
Non-Registered Certificate unless it has received from the prospective
Transferee one of the following: (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) a certification to the
effect that the purchase and continued holding of such Certificate by such
prospective Transferee is exempt from the prohibited transaction provisions of
Section 406 and 407 of ERISA and Section 4975 of the Code by reason of Sections
I and III of Prohibited Transaction Class Exemption 95-60; or (iii) in the case
of a Non-Registered Certificate (other than a Class R or Class V Certificate)
that is rated investment grade by at least one of the Rating Agencies and is
being acquired by or on behalf of a Plan in reliance on PTE 89-90, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, any
Exemption-Favored Party, the Depositor, any Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer or any Borrower with respect to
Trust Mortgage Loans constituting more than 5% of the aggregate unamortized
principal of all the Trust Mortgage Loans determined as of the Closing Date, or
by any Affiliate of such Person, and (Z) agrees that it will obtain from each of
its Transferees a written representation that such Transferee, if a Plan,
satisfies the requirements of the immediately preceding clauses (iii)(X) and
(iii)(Y), together with a written agreement that such Transferee will obtain
from each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y); or (iv) a certification of facts and an Opinion of
Counsel (which Opinion of Counsel shall not be an expense of the Trustee, the
Certificate Registrar or the Trust) which otherwise establish to the reasonable
satisfaction of the Trustee that such transfer will not result in a violation of
Sections 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. It is hereby
acknowledged that the form of certification attached hereto as Exhibit G-1 is
acceptable for purposes of the preceding sentence.

            Except in connection with the initial issuance of the Certificates
or any transfer of an interest in a Book-Entry Non-Registered Certificate by the
Depositor or an Affiliate of the Depositor, the Certificate Owner desiring to
effect a transfer of an interest in a Book-Entry Non-Registered Certificate
shall obtain from its prospective Transferee one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing such interest in such Certificate on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or
(ii) a certification to the effect that the purchase and continued holding of an
interest in such Certificate by such prospective Transferee is exempt from the
prohibited transaction provisions of Sections 406 and 407 of ERISA and Section
4975 of the Code by reason of Sections I and III of Prohibited Transaction Class
Exemption 95-60; or (iii) if such Certificate is not a Class R or Class V
Certificate, if such Certificate is rated investment grade by at least one of
the Rating Agencies and if the interest in such Certificate is being acquired by
or on behalf of a Plan in reliance on PTE 89-90, a certification to the effect
that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of
Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or any
Borrower with respect to Trust Mortgage Loans constituting more than 5% of the
aggregate unamortized principal of all the Trust Mortgage Loans determined as of
the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it
will obtain from each of its Transferees a written representation that such
Transferee, if a Plan, satisfies the requirements of the immediately preceding
clauses (iii)(X) and (iii)(Y), together with a written agreement that such
Transferee will obtain from each of its Transferees that are Plans a similar
written representation regarding satisfaction of the requirements of the
immediately preceding clauses (iii)(X) and (iii)(Y); or (iv) a certification of
facts and an Opinion of Counsel to the effect that such transfer will not result
in a violation of Sections 406 or 407 of ERISA or Section 4975 of the Code or
result in the imposition of an excise tax under Section 4975 of the Code. It is
hereby acknowledged that the form of certification attached hereto as Exhibit
G-2 is acceptable for purposes of the preceding sentence.

            Each Transferee of any Registered Certificate or interest therein or
of an interest in any Book-Entry Non-Registered Certificate shall be deemed to
have represented and warranted that either: (i) such Transferee is not a Plan
and is not directly or indirectly purchasing such Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) the purchase and continued holding of such Certificate or interest
therein by such Transferee is exempt from the prohibited transaction provisions
of Section 406 and 407 of ERISA and Section 4975 of the Code.

            (d)   (i) Each Person who has or acquires any Ownership Interest in
a Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee under clause (d)(ii) below to deliver
payments to a Person other than such Person and, further, to negotiate the terms
of any mandatory disposition and to execute all instruments of Transfer and do
all other things necessary in connection with any such disposition. The rights
of each Person acquiring any Ownership Interest in a Class R Certificate are
expressly subject to the following provisions:

                  (A)   Each Person holding or acquiring any Ownership Interest
                        in a Class R Certificate shall be a Permitted Transferee
                        and shall promptly notify the Trustee of any change or
                        impending change in its status as a Permitted
                        Transferee.

                  (B)   In connection with any proposed Transfer of any
                        Ownership Interest in a Class R Certificate, the
                        Certificate Registrar shall require delivery to it, and
                        shall not register the Transfer of any Class R
                        Certificate until its receipt, of an affidavit and
                        agreement substantially in the form attached hereto as
                        Exhibit H-1 (a "Transfer Affidavit and Agreement"), from
                        the proposed Transferee, representing and warranting,
                        among other things, that such Transferee is a Permitted
                        Transferee, that it is not acquiring its Ownership
                        Interest in the Class R 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
                        Class R Certificate it will endeavor to remain a
                        Permitted Transferee, and that it has reviewed the
                        provisions of this Section 5.02(d) and agrees to be
                        bound by them.

                  (C)   Notwithstanding the delivery of a Transfer Affidavit and
                        Agreement by a proposed Transferee under clause (B)
                        above, if a Responsible Officer of either the Trustee or
                        the Certificate Registrar has actual knowledge that the
                        proposed Transferee is not a Permitted Transferee, no
                        Transfer of an Ownership Interest in a Class R
                        Certificate to such proposed Transferee shall be
                        effected.

                  (D)   Each Person holding or acquiring any Ownership Interest
                        in a Class R Certificate shall agree (1) to require a
                        Transfer Affidavit and Agreement in the form attached
                        hereto as Exhibit H-1 from any prospective Transferee to
                        whom such Person attempts to transfer its Ownership
                        Interest in such Class R Certificate and (2) not to
                        transfer its Ownership Interest in such Class R
                        Certificate unless it provides to the Certificate
                        Registrar and the Trustee a certificate substantially in
                        the form attached hereto as Exhibit H-2 stating that,
                        among other things, it has no actual knowledge that such
                        prospective Transferee is not a Permitted Transferee.

                  (E)   Each Person holding or acquiring an Ownership Interest
                        in a Class R Certificate, by purchasing such Ownership
                        Interest, agrees to give the Trustee written notice that
                        it is a "pass-through interest holder" within the
                        meaning of temporary Treasury regulations section
                        1.67-3T(a)(2)(i)(A) immediately upon acquiring an
                        Ownership Interest in a Class R Certificate if it is, or
                        is holding an Ownership Interest in a Class R
                        Certificate on behalf of, a "pass-through interest
                        holder".

                  (ii) If any purported Transferee shall become a Holder of a
      Class R Certificate in violation of the provisions of this Section
      5.02(d), then the last preceding Holder of such Class R Certificate that
      was in compliance with the provisions of this Section 5.02(d) shall be
      restored, to the extent permitted by law, to all rights as Holder thereof
      retroactive to the date of registration of such Transfer of such Class R
      Certificate. None of the Depositor, the Trustee or the Certificate
      Registrar shall be under any liability to any Person for any registration
      of Transfer of a Class R Certificate that is in fact not permitted by this
      Section 5.02(d) or for making any payments due on such Certificate to the
      Holder thereof or for taking any other action with respect to such Holder
      under the provisions of this Agreement.

                  If any purported Transferee shall become a Holder of a Class R
      Certificate in violation of the restrictions in this Section 5.02(d),
      then, to the extent that retroactive restoration of the rights of the
      preceding Holder of such Class R Certificate as described in the preceding
      paragraph of this clause (d)(ii) shall be invalid, illegal or
      unenforceable, the Trustee shall have the right, but not the obligation,
      to cause the transfer of such Class R Certificate to a Permitted
      Transferee selected by the Trustee on such terms as the Trustee may
      choose, and the Trustee shall not be liable to any Person having an
      Ownership Interest in such Class R Certificate or any other Person as a
      result of its exercise of such discretion. Such purported Transferee shall
      promptly endorse and deliver such Class R Certificate in accordance with
      the instructions of the Trustee. Such Permitted Transferee may be the
      Trustee itself or any Affiliate of the Trustee.

                  (iii) The Trustee shall make available to the IRS and to those
      Persons specified by the REMIC Provisions all information furnished to it
      by the other parties hereto necessary to compute any tax imposed (A) as a
      result of the Transfer of an Ownership Interest in a Class R Certificate
      to any Person who is a Disqualified Organization, including the
      information described in Treasury regulations sections 1.860D-1(b)(5) and
      1.860E-2(a)(5) with respect to the "excess inclusions" for the REMIC I
      Residual Interest, the REMIC II Residual Interest and the REMIC III
      Residual Interest 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 Class R Certificate having as among its record
      holders at any time any Person which is a Disqualified Organization, and
      each of the other parties hereto shall furnish to the Trustee all
      information in its possession necessary for the Trustee to discharge such
      obligation. The Person holding such Ownership Interest shall be
      responsible for the reasonable compensation of the Trustee for providing
      such information.

                  (iv) The provisions of this Section 5.02(d) set forth prior to
      this clause (iv) may be modified, added to or eliminated; provided that
      there shall have been delivered to the Trustee the following:

                  (A)   written confirmation from each Rating Agency to the
                        effect that the modification of, addition to or
                        elimination of such provisions will not result in an
                        Adverse Rating Event with respect to any Class of Rated
                        Certificates; and

                  (B)   an Opinion of Counsel, in form and substance
                        satisfactory to the Trustee, obtained at the expense of
                        the party seeking such modification of, addition to or
                        elimination of such provisions (but in no event at the
                        expense of the Trustee or the Trust), to the effect that
                        doing so will not (1) cause any REMIC Pool to cease to
                        qualify as a REMIC or be subject to an entity-level tax
                        caused by the Transfer of any Class R Certificate to a
                        Person which is not a Permitted Transferee or (2) cause
                        a Person other than the prospective Transferee to be
                        subject to a REMIC-related tax caused by the Transfer of
                        a Class R Certificate to a Person that is not a
                        Permitted Transferee.

            (e) If a Person is acquiring any Non-Registered Certificate as a
fiduciary or agent for one or more accounts, such Person shall be required to
deliver to the Certificate Registrar a certification to the effect that, and
such other evidence as may be reasonably required by the Trustee to confirm
that, it has (i) sole investment discretion with respect to each such account
and (ii) full power to make the applicable foregoing acknowledgments,
representations, warranties, certifications and/or agreements with respect to
each such account as set forth in subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.

            (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of authorized
denominations of the same Class evidencing a like aggregate Percentage Interest.

            (g) At the option of any Holder, its Certificates may be exchanged
for other Certificates of authorized denominations of the same Class evidencing
a like aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive.

            (h) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

            (i) No service charge shall be imposed for any transfer or exchange
of Certificates, but the Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

            (k) The Certificate Registrar or the Trustee shall provide to each
of the other parties hereto, upon reasonable written request and at the expense
of the requesting party, an updated copy of the Certificate Register.

            SECTION 5.03      Book-Entry Certificates.

            (a) The REMIC III Regular Interest Certificates shall, in the case
of each Class thereof, initially be issued (and, at the option of the Depositor,
subsequent to the Closing Date, all or any portion of any other Class of
Certificates may be issued) as one or more Certificates registered in the name
of the Depository or its nominee and, except as provided in Section 5.02(b) or
Section 5.03(c), transfer of such Certificates may not be registered by the
Certificate Registrar unless such transfer is to a successor Depository that
agrees to hold such Certificates for the respective Certificate Owners with
Ownership Interests therein. Such Certificate Owners shall hold and, subject to
Section 5.02, transfer their respective Ownership Interests in and to such
Certificates through the book-entry facilities of the Depository; and, except as
provided in Section 5.02(b) or Section 5.03(c) below, such Certificate Owners
shall not be entitled to fully registered, physical Certificates ("Definitive
Certificates") in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or indirect participating brokerage firm representing
each such Certificate Owner. Each Depository Participant shall only transfer the
Ownership Interests in the Book-Entry Certificates of Certificate Owners it
represents or of indirect participating brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.

            (b) Except as expressly provided to the contrary herein, the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Certificate Registrar may for all purposes, including the making of payments due
on the Book-Entry Certificates, deal with the Depository as the authorized
representative of the Certificate Owners with respect to such Certificates for
the purposes of exercising the rights of Certificateholders hereunder. Except as
expressly provided to the contrary herein, the rights of Certificate Owners with
respect to the Book-Entry Certificates shall be limited to those established by
law and agreements between such Certificate Owners and the Depository
Participants and indirect participating brokerage firms representing such
Certificate Owners. Multiple requests and directions from, and votes of, the
Depository as Holder of the Book-Entry Certificates with respect to any
particular matter shall not be deemed inconsistent if they are made with respect
to different Certificate Owners. The Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

            (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
discharge properly its responsibilities with respect to any Class of Book-Entry
Certificates, and (B) the Depositor is unable to locate a qualified successor,
or (ii) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository with respect to all or any portion of any Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of any Class of Book-Entry
Certificates (or any portion of any Class thereof) by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall execute, and the Certificate Registrar shall
authenticate and deliver, the Definitive Certificates in respect of such Class
(or portion thereof) to the Certificate Owners identified in such instructions.
None of the Depositor, the Master Servicer, the Special Servicer, the Trustee or
the Certificate Registrar shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates for purposes of
evidencing ownership of any Book-Entry Certificates, the registered holders of
such Definitive Certificates shall be recognized as Certificateholders hereunder
and, accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

            SECTION 5.04      Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and like Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other reasonable expenses (including the reasonable fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

            SECTION 5.05      Persons Deemed Owners.

            Prior to due presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 4.01 and for all other
purposes whatsoever, and none of the Depositor, either Master Servicer, either
Special Servicer, the Trustee, the Certificate Registrar or any agent of any of
them shall be affected by notice to the contrary.

            SECTION 5.06      Certification by Certificateholders and
                              Certificate Owners.

            (a) Each Certificate Owner is hereby deemed by virtue of its
acquisition of an Ownership Interest in the Book-Entry Certificates to agree to
comply with the transfer requirements of Section 5.02.

            (b) To the extent that it is necessary, pursuant to the terms of
this Agreement, to determine whether any Person is a Certificateholder or a
Certificate Owner, the Trustee shall make such determination based on a
certificate of such Person, which certificate shall be in such form as shall be
reasonably acceptable to the Trustee and shall specify the Class and Certificate
Principal Balance or Certificate Notional Amount, as the case may be, of the
Book-Entry Certificate beneficially owned; provided, however, that the Trustee
shall not knowingly recognize such Person as a Certificate Owner if such Person,
to the knowledge of a Responsible Officer of the Trustee, acquired its Ownership
Interest in a Book-Entry Certificate in violation of Section 5.02, or if such
Person's certification that it is a Certificate Owner is in direct conflict with
information obtained by the Trustee from the Depository, Depository Participants
and/or indirect participating brokerage firms for which Depository Participants
act as agents, with respect to the identity of a Certificate Owner. The Trustee
shall exercise its reasonable discretion in making any determination under this
Section 5.06(b) and shall afford any Person providing information with respect
to its beneficial ownership of any Book-Entry Certificate an opportunity to
resolve any discrepancies between the information provided and any other
information available to the Trustee.

                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER


            SECTION 6.01      Liability of the Depositor, the Master Servicer
                              and the Special Servicer.

            The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

            SECTION 6.02      Merger, Consolidation or Conversion of the
                              Depositor, the Master Servicer or the Special
                              Servicer.

            (a) Subject to subsection (b) below, the Depositor, the Master
Servicer and the Special Servicer each will keep in full effect its existence,
rights and franchises under the laws of the jurisdiction of its incorporation or
organization, and each will obtain and preserve its qualification to do business
as a foreign corporation or limited partnership in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of the Mortgage Loans and to perform its respective duties under
this Agreement.

            (b) The Depositor, the Master Servicer and the Special Servicer each
may be merged or consolidated with or into any Person (other than the Trustee),
or transfer all or substantially all of its assets to any Person (other than the
Trustee), in which case any Person resulting from any merger or consolidation to
which the Depositor, the Master Servicer or the Special Servicer shall be a
party, or any Person succeeding to the business of the Depositor, the Master
Servicer or the Special Servicer, shall be the successor of the Depositor, the
Master Servicer and the Special Servicer, as the case may be, hereunder, without
the execution or filing of any paper (other than an assumption agreement wherein
the successor shall agree to perform the obligations of and serve as the
Depositor, the Master Servicer or the Special Servicer, as the case may be, in
accordance with the terms of this Agreement) or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that such merger, consolidation or succession will not or has
not resulted in a withdrawal, downgrading or qualification of the then-current
ratings of the Classes of Certificates that have been so rated (as evidenced by
a letter to such effect from each Rating Agency).

            SECTION 6.03      Limitation on Liability of the Trustee, the
                              Depositor, the Master Servicer, the Special
                              Servicer and Others.

            (a) None of the Depositor, the Trustee, the Master Servicer, the
Special Servicer nor any of the Affiliates, directors, partners, members,
managers, shareholders, officers, employees or agents of any of them shall be
under any liability to the Trust Fund, the Underwriters, the parties hereto, the
Certificateholders or any other Person for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, the Trustee, the Master Servicer or the Special Servicer against any
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder. The Depositor, the Master Servicer, the Special Servicer,
the Trustee and any director, officer, employee or agent of the Depositor, the
Trustee, the Master Servicer or the Special Servicer may rely in good faith on
any document of any kind which, prima facie, is properly executed and submitted
by any Person respecting any matters arising hereunder.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee and any Affiliate, director, shareholder, member, partner, manager,
officer, employee or agent of any of the foregoing shall be indemnified and held
harmless by the Trust Fund out of the Collection Account or the Distribution
Account, as applicable in accordance with Section 3.05 (or, insofar as a
Mortgage Loan Combination is involved, and to the extent permitted by the
related A/B Intercreditor Agreement or the Mayfair Mall Intercreditor Agreement,
as applicable, out of amounts attributable to such Mortgage Loan Combination on
deposit in the related Mortgage Loan Combination Custodial Account as provided
in Section 3.04), against any loss, liability or expense (including legal fees
and expenses) incurred in connection with any legal action or claim relating to
this Agreement, the Trust Mortgage Loans or the Certificates, other than any
loss, liability or expense: (i) specifically required to be borne thereby
pursuant to the terms hereof or that would otherwise constitute a Servicing
Advance; (ii) incurred in connection with any breach of a representation or
warranty made by it herein; (iii) incurred by reason of bad faith, willful
misconduct or negligence in the performance of its obligations or duties
hereunder, or by reason of negligent disregard of such obligations or duties or
(iv) in the case of the Depositor and any of its directors, officers, employees
and agents, incurred in connection with any violation by any of them of any
state or federal securities law.

            (b) None of the Depositor, the Trustee, the Master Servicer or the
Special Servicer shall be under any obligation to appear in, prosecute or defend
any legal or administrative action, proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability which it is not reasonably
assured of reimbursement thereof by the Trust; provided, however, that the
Depositor, the Master Servicer, the Special Servicer or the Trustee may in its
discretion undertake any such action, proceeding, hearing or examination that it
may deem necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal fees, expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust Fund, and the Depositor, the
Master Servicer, the Special Servicer and the Trustee shall be entitled to be
reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit
in the Collection Account as provided by Section 3.05(a) (or, insofar as a
Mortgage Loan Combination is involved, and to the extent permitted by the
related A/B Intercreditor Agreement or the Mayfair Mall Intercreditor Agreement,
as applicable, out of amounts attributable to such Mortgage Loan Combination on
deposit in the related Mortgage Loan Combination Custodial Account as provided
in Section 3.04).

            (c) Each of the Master Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trust Fund and the Trustee, and hold it harmless,
from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related out-of-pocket costs, judgments, and any other
out-of-pocket costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misfeasance, bad faith or negligence
of the Master Servicer or the Special Servicer, as the case may be, in the
performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Master Servicer or the Special Servicer, as the case
may be, of its duties and obligations hereunder or by reason of breach of any
representations or warranties made by it herein. The Master Servicer and the
Special Servicer may consult with counsel, and any written advice or Opinion of
Counsel shall be full and complete authorization and protection with respect to
any action taken or suffered or omitted by it hereunder in good faith in
accordance with the Servicing Standard and in accordance with such advice or
Opinion of Counsel relating to (i) tax matters, (ii) any amendment of this
Agreement under Article XI, (iii) the defeasance of any Defeasance Mortgage Loan
or (iv) any matter involving legal proceeding with a Borrower.

            The Trustee shall immediately notify the Master Servicer or the
Special Servicer, as applicable, if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Trust Fund or the
Trustee to indemnification hereunder, whereupon the Master Servicer or Special
Servicer, as the case may be, shall assume the defense of such claim and pay all
expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
them in respect of such claim. Any failure to so notify the Master Servicer or
Special Servicer, as the case may be, shall not affect any rights that the Trust
Fund or the Trustee, as the case may be, may have to indemnification under this
Agreement or otherwise, unless the Master Servicer's or Special Servicer's, as
the case may be, defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement
and the termination or resignation of the indemnifying party.

            The Depositor shall immediately notify the Master Servicer or the
Special Servicer, as applicable, if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Depositor to
indemnification hereunder, whereupon the Master Servicer or Special Servicer, as
the case may be, shall assume the defense of such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Master Servicer or Special
Servicer, as the case may be, shall not affect any rights that the Depositor may
have to indemnification under this Agreement or otherwise, unless the Master
Servicer's or Special Servicer's, as the case may be, defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the
indemnifying party.

            The Depositor agrees to indemnify the Master Servicer, the Special
Servicer and the Trustee and any Affiliate, director, officer, employee or agent
thereof, and hold them harmless, from and against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related out-of-pocket
costs, judgments, and any other out-of-pocket costs, liabilities, fees and
expenses that any of them may sustain arising from or as a result of any breach
of representations and warranties or failure in the performance of the
Depositor's obligations and duties under this Agreement. The Master Servicer,
the Special Servicer or the Trustee, as applicable, shall immediately notify the
Depositor if a claim is made by a third party with respect to this Agreement or
the Mortgage Loans entitling it to indemnification hereunder, whereupon the
Depositor shall assume the defense of such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Depositor shall not affect
any rights that any of the foregoing Persons may have to indemnification under
this Agreement or otherwise, unless the Depositor's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement.

            The Trustee agrees to indemnify the Master Servicer, the Special
Servicer and the Depositor and any Affiliate, director, officer, employee or
agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related
out-of-pocket costs, judgments, and any other out-of-pocket costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of
any breach of representations and warranties made by it herein or as a result of
any willful misfeasance, bad faith or negligence of the Trustee in the
performance of its obligations and duties under this Agreement or the negligent
disregard by the Trustee of its duties and obligations hereunder. The Depositor,
Master Servicer or the Special Servicer, as applicable, shall immediately notify
the Trustee if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling it to indemnification hereunder, whereupon the
Trustee shall assume the defense of such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Trustee shall not affect any
rights that any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Trustee's defense of such claim is materially
prejudiced thereby. The indemnification provided herein shall survive the
termination of this Agreement and the termination or resignation of the
indemnifying party.

            SECTION 6.04      Master Servicer and Special Servicer Not to
                              Resign.

            Subject to the provisions of Section 6.02, neither the Master
Servicer nor the Special Servicer shall resign from their respective obligations
and duties hereby imposed on each of them except upon (a) a determination that
such party's duties hereunder are no longer permissible under applicable law or
are in material conflict by reason of applicable law with any other activities
carried on by it (the other activities of the Master Servicer or the Special
Servicer, as the case may be, so causing such a conflict being of a type and
nature carried on by the Master Servicer or the Special Servicer, as the case
may be, at the date of this Agreement) or (b) upon the appointment of, and the
acceptance of such appointment by, a successor Master Servicer or Special
Servicer, as applicable, and receipt by the Trustee of written confirmation from
each applicable Rating Agency that such resignation and appointment will not
cause such Rating Agency to downgrade, withdraw or qualify any of then-current
ratings assigned by such Rating Agency to any Class of Certificates. Any such
determination permitting the resignation of the Master Servicer or the Special
Servicer pursuant to above clause (a) above shall be evidenced by an Opinion of
Counsel (the cost of which, together with any other expenses of such
resignation, shall be at the expense of the resigning party) to such effect
delivered to the Trustee. No such resignation by the Master Servicer or the
Special Servicer shall become effective until the Trustee or a successor Master
Servicer shall have assumed the Master Servicer's or Special Servicer's, as
applicable, responsibilities and obligations in accordance with Section 7.02;
provided that, if no successor master servicer or special servicer, as
applicable, shall have been so appointed and have accepted appointment within 90
days after the Master Servicer or the Special Servicer, as the case may be, has
given notice of such resignation, the resigning Master Servicer or Special
Servicer, as applicable, may petition any court of competent jurisdiction for
the appointment of a successor thereto.

            SECTION 6.05      Rights of the Depositor in Respect of the Master
                              Servicer and the Special Servicer.

            The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer and the Special Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer and the Special Servicer hereunder or exercise the rights
of the Master Servicer or Special Servicer, as applicable, hereunder; provided,
however, that the Master Servicer and the Special Servicer shall not be relieved
of any of their respective obligations hereunder by virtue of such performance
by the Depositor or its designee. The Depositor shall not have any
responsibility or liability for any action or failure to act by the Master
Servicer or the Special Servicer and is not obligated to supervise the
performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise.

                                  ARTICLE VII
                                     DEFAULT


            SECTION 7.01      Events of Default; Master Servicer and Special
                              Servicer Termination.

            (a) "Event of Default", wherever used herein, means any one of the
following events:

                  (i) any failure by the Master Servicer or the Special Servicer
      to deposit, or to remit to the appropriate party for deposit, into the
      Collection Account or the REO Account, as appropriate, any amount required
      to be so deposited or remitted, which failure continues unremedied for two
      Business Days following the date on which the deposit or remittance was
      required to be made;

                  (ii) any failure by the Master Servicer to remit to the
      Trustee for deposit in the Distribution Account or to any Non-Trust
      Companion Loan Holder any amount required to be so remitted, which failure
      continues unremedied beyond 11:00 a.m. on the Business Day immediately
      following the date on which the remittance was required to be made;

                  (iii) any failure by the Master Servicer to timely make any
      Servicing Advance required to be made by it under this Agreement, which
      failure continues unremedied for three Business Days following the date on
      which written notice of such failure, requiring the same to be remedied,
      has been given to the Master Servicer by any party to this Agreement;

                  (iv) any failure by the Master Servicer or the Special
      Servicer to observe or perform in any material respect any of its other
      covenants or agreements under this Agreement which failure continues
      unremedied for 30 days after written notice of such failure, requiring the
      same to be remedied, has been given to the Master Servicer or the Special
      Servicer, as the case may be, by any other party to this Agreement, by the
      Series 2003-C4 Directing Certificateholder, by any Mayfair Mall Non-Trust
      Companion Loan Holder or by Certificateholders entitled to not less than
      25% of the Voting Rights; provided, however, that, with respect to any
      such failure that is not curable within such 30-day period, the Master
      Servicer or the Special Servicer, as appropriate, will have an additional
      cure period of 30 days to effect such cure so long as the Master Servicer
      or the Special Servicer, as appropriate, has commenced to cure such
      failure within the initial 30-day period and has diligently pursued, and
      is continuing to pursue, a full cure;

                  (v) it is determined that there is a breach by the Master
      Servicer or the Special Servicer of any of its representations or
      warranties contained in this Agreement that materially and adversely
      affects the interests of any Class of Certificateholders or any Mayfair
      Mall Non-Trust Companion Loan Holder, which breach continues unremedied
      for 30 days after written notice of such failure, requiring the same to be
      remedied, has been given to the Master Servicer or the Special Servicer,
      as the case may be, by any other party to this Agreement, by the Series
      2003-C4 Directing Certificateholder, by any Mayfair Mall Non-Trust
      Companion Loan Holder or by Certificateholders entitled to not less than
      25% of the Voting Rights; provided, however, that, with respect to any
      such breach that is not curable within such 30-day period the Master
      Servicer or the Special Servicer, as appropriate, will have an additional
      cure period of 30 days to effect such cure so long as the Master Servicer
      or the Special Servicer, as appropriate, has commenced to cure such breach
      within the initial 30-day period and has diligently pursued, and is
      continuing to pursue, a full cure;

                  (vi) a decree or order of a court having jurisdiction in an
      involuntary case for the appointment of a receiver, liquidator, trustee or
      similar official in any bankruptcy, insolvency, readjustment of debt,
      marshalling of assets and liabilities or similar proceedings is entered
      against the Master Servicer or the Special Servicer and the decree or
      order remains in force for a period of 60 days; provided, however, that,
      with respect to any such decree or order that cannot be discharged,
      dismissed or stayed within such 60-day period the Master Servicer or the
      Special Servicer, as appropriate, will have an additional period of 30
      days to effect such discharge, dismissal or stay so long as the Master
      Servicer or the Special Servicer, as appropriate, has commenced
      proceedings to have such decree or order dismissed, discharged or stayed
      within the initial 60-day period and has diligently pursued, and is
      continuing to pursue, such discharge, dismissal or stay;

                  (vii) the Master Servicer or the Special Servicer consents to
      the appointment of a receiver, liquidator, trustee or similar official
      relating to it or of or relating to all or substantially all of its
      property;

                  (viii) the Master Servicer or the Special Servicer admits in
      writing its inability to pay its debts or takes other actions indicating
      its insolvency or inability to pay its obligations;

                  (ix) Moody's has (A) qualified, downgraded or withdrawn its
      rating or ratings of one or more Classes of Certificates or (B) placed one
      or more Classes of Certificates on "watch status" in contemplation of
      possible rating downgrade or withdrawal (and such "watch status" placement
      shall not have been withdrawn by Moody's within 60 days of such
      placement), and, in case of either clauses (A) or (B), Moody's has cited
      servicing concerns with the Master Servicer or the Special Servicer, as
      the case may be, as the sole or a material factor in such rating action;
      or

                  (x) the Master Servicer is removed from S&P's approved Master
      Servicer list, or the Special Servicer is removed from S&P's approved
      Special Servicer list, and the Master Servicer or the Special Servicer, as
      the case may be, is not reinstated to that list within 60 days after its
      removal therefrom.

            (b) If any Event of Default with respect to the Master Servicer or
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 25% of the Voting Rights or, if it is materially and
adversely affected by the subject Event of Default, any Mayfair Mall Non-Trust
Companion Loan Holder, shall, terminate, by notice in writing to the Defaulting
Party (a "Termination Notice"), with a copy of such notice to the Depositor and
the Certificate Registrar, all of the rights and obligations of the Defaulting
Party under this Agreement and in and to the Mortgage Loans and the proceeds
thereof (other than any rights the Defaulting Party may have as a Holder of any
Certificate or as a Non-Trust Companion Loan Holder); provided, however, that
the Defaulting Party shall be entitled to the payment of accrued and unpaid
compensation and reimbursement through the date of such termination, as well as
amounts due to it thereafter, if any, including with respect to the Excess
Servicing Strip, as provided for under this Agreement for services rendered and
expenses incurred.

            From and after the receipt by the Defaulting Party of such written
notice, all authority and power of the Defaulting Party under this Agreement,
whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Mortgage Loans (other than as a Non-Trust Companion Loan
Holder) or otherwise, shall pass to and be vested in the Trustee pursuant to and
under this section, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the
Defaulting Party, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise.

            The Master Servicer and Special Servicer each agree that if it is
terminated pursuant to this Section 7.01(b), it shall promptly (and in any event
no later than 20 Business Days after its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable the
Trustee to assume the Master Servicer's or the Special Servicer's, as the case
may be, functions hereunder, and shall cooperate with the Trustee in effecting
the termination of the Master Servicer's or the Special Servicer's, as the case
may be, responsibilities and rights hereunder, including, without limitation,
the transfer within five Business Days to the Trustee for administration by it
of all cash amounts which shall at the time be or should have been credited by
the Master Servicer to the Collection Account or any Mortgage Loan Combination
Custodial Account, Servicing Account, Cash Collateral Account or Lock-Box
Account (if it is the Defaulting Party) or by the Special Servicer to the REO
Account (if it is the Defaulting Party) or may thereafter be received with
respect to the Mortgage Loans or any REO Property (provided, however, that the
Master Servicer and Special Servicer each shall, if terminated pursuant to this
Section 7.01(b), continue to be entitled to receive all amounts accrued or owing
to it under this Agreement on or prior to the date of such termination, whether
in respect of Advances (in the case of the Master Servicer) or otherwise, as
well as amounts due to it thereafter, if any, and it and its directors,
officers, employees and agents shall continue to be entitled to the benefits of
Section 6.03 notwithstanding any such termination).

            (c) Subject to the next paragraph. the Holder or Holders of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class shall be entitled to terminate the rights and obligations of
the Special Servicer under this Agreement, with or without cause, upon 10
Business Days prior written notice to the Master Servicer, the Special Servicer
and the Trustee, and to appoint a successor Special Servicer; provided, however,
that (i) such successor shall meet the requirements set forth in Section 7.02,
(ii) as evidenced in writing by each of the Rating Agencies, the proposed
replacement of the Special Servicer shall not, in and of itself, result in a
downgrading, withdrawal or qualification of the then-current ratings provided by
the Rating Agencies with respect to any Class of then outstanding Certificates
that is rated, and (iii) the Trustee shall have received (A) an Acknowledgment
of Proposed Special Servicer in the form attached hereto as Exhibit I, executed
by the Person designated to be the successor to such terminated Special
Servicer, and (B) an Opinion of Counsel (which shall not be an expense of the
Trustee or the Trust) substantially to the effect that (1) the removal of such
terminated Special Servicer and/or the appointment of the Person designated to
serve as successor thereto is in compliance with this Section 7.01(c), (2) such
designated Person is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (3) the Acknowledgment of
Proposed Special Servicer, the form of which is attached hereto as Exhibit I,
has been duly authorized, executed and delivered by such designated Person and
(4) upon the execution and delivery of the Acknowledgment of Proposed Special
Servicer, such designated Person shall be bound by the terms of this Agreement
and, subject to customary bankruptcy and insolvency exceptions and customary
equity exceptions, this Agreement shall be enforceable against such designated
Person in accordance with its terms. Any Special Servicer terminated pursuant to
this Section 7.01(c) shall be deemed to have been so terminated simultaneously
with the designated successor's becoming such Special Servicer hereunder;
provided that (i) the terminated Special Servicer shall be entitled to receive,
in connection with its termination, payment out of the Collection Account and,
if and to the extent applicable, the Mortgage Loan Combination Custodial
Accounts of all of its accrued and unpaid Special Servicing Fees, as and to the
extent provided in Sections 3.05(a), 3.04(e) and 3.04(f), and reimbursement from
the successor to such terminated Special Servicer of all outstanding Servicing
Advances made by such terminated Special Servicer and all unpaid Advance
Interest accrued on such outstanding Servicing Advances (in which case the
successor to such terminated Special Servicer shall be deemed to have made such
Servicing Advances at the same time that such terminated Special Servicer had
actually made them), (ii) such terminated Special Servicer shall thereafter be
entitled to Workout Fees, as and to the extent expressly permitted by Section
3.11(b), and (iii) such terminated Special Servicer shall continue to be
entitled to the benefits of Section 6.03, notwithstanding any such termination;
and provided, further, that such terminated Special Servicer shall continue to
be obligated to pay (and entitled to receive) all other amounts accrued to (or
owing by) it under this Agreement on or prior to the effective date of such
termination. Such terminated Special Servicer shall cooperate with the Trustee
and the replacement to such terminated Special Servicer in effecting the
transfer of such terminated Special Servicer's responsibilities and rights
hereunder to its successor, including the transfer within two Business Days of
its termination becoming effective pursuant to this Section 7.01(c), to the
replacement to such terminated Special Servicer for administration by it of all
cash amounts that at the time are or should have been credited by such
terminated Special Servicer to the REO Account or to any Servicing Account or
should have been delivered to the Master Servicer or that are thereafter
received by or on behalf of such terminated Special Servicer with respect to any
Mortgage Loan or REO Property. No penalty or fee shall be payable to the Special
Servicer with respect to any termination pursuant to this Section 7.01(c). Any
expenses of the Trust as a result of any termination pursuant to this Section
7.01(c) shall be paid by the Holders who effected such termination.

            Notwithstanding the foregoing, the Holder or Holders of Certificates
representing more than 50% of the Class Principal Balance of the Controlling
Class shall not be permitted, pursuant to this Section 7.01(c), to replace any
Mayfair Mall Special Servicer appointed pursuant to Section 3.31(j). If any
Mayfair Mall Special Servicer has been appointed pursuant to Section 3.31(j),
then any replacement of the Special Servicer pursuant to the prior paragraph
shall apply solely to the General Special Servicer and the portion of the
Mortgage Pool that is exclusive of the Mayfair Mall Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto.

            (d) The Master Servicer and Special Servicer shall, from time to
time, take all such actions as are required by them in order to maintain their
respective status as an approved servicer and special servicer, as applicable,
and as pertains to this transaction, with each of the Rating Agencies.

            SECTION 7.02      Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer or the Special Servicer,
as the case may be, either resigns pursuant to clause (a) of the first sentence
of Section 6.04(a) or receives a notice of termination for cause pursuant to
Section 7.01(b); and provided that no acceptable successor has been appointed,
the Trustee shall be and become the successor to the Master Servicer or Special
Servicer, as the case may be, in all respects in its capacity as Master Servicer
or Special Servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties,
liabilities and limitations on liability relating thereto and that arise
thereafter placed on or for the benefit of the Master Servicer or Special
Servicer by the terms and provisions hereof; provided, however, that any failure
to perform such duties or responsibilities caused by the terminated party's
failure under Section 7.01 to provide information or moneys required hereunder
shall not be considered a default by such successor hereunder.

            The appointment of a successor Master Servicer shall not affect any
liability of the predecessor Master Servicer which may have arisen prior to its
termination as Master Servicer, and the appointment of a successor Special
Servicer shall not affect any liability of the predecessor Special Servicer
which may have arisen prior to its termination as Special Servicer. The Trustee
in its capacity as successor to the Master Servicer or the Special Servicer, as
the case may be, shall not be liable for any of the representations and
warranties of the Master Servicer or the Special Servicer, respectively, herein
or in any related document or agreement, for any acts or omissions of the
predecessor Master Servicer or Special Servicer or for any losses incurred by
the Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be
required to purchase any Trust Mortgage Loan hereunder.

            As compensation therefor, the Trustee as successor Master Servicer
shall be entitled to the Master Servicing Fees and all fees relating to the
Trust Mortgage Loans and the Mayfair Mall Non-Trust Companion Loans which the
Master Servicer would have been entitled to if the Master Servicer had continued
to act hereunder (subject to Section 3.11(a) with respect to the Excess
Servicing Strip), including but not limited to any income or other benefit from
any Permitted Investment of funds in a Master Servicer Account pursuant to
Section 3.06, and as successor to the Special Servicer shall be entitled to the
Special Servicing Fees to which the Special Servicer would have been entitled if
the Special Servicer had continued to act hereunder. Should the Trustee succeed
to the capacity of the Master Servicer or the Special Servicer, the Trustee
shall be afforded the same standard of care and liability as the Master Servicer
or the Special Servicer, as applicable, hereunder notwithstanding anything in
Section 8.01 to the contrary, but only with respect to actions taken by it in
its role as successor Master Servicer or successor Special Servicer, as the case
may be, and not with respect to its role as Trustee hereunder.

            Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to the Master Servicer or Special Servicer, or shall, if it
is unable to so act, or if the Trustee is not approved as a master servicer or
special servicer, as applicable, by each Rating Agency, or if the Holders of
Certificates entitled to a majority of the Voting Rights so request in writing
to the Trustee, promptly appoint, or petition a court of competent jurisdiction
to appoint, any established mortgage loan servicing institution which meets the
criteria set forth herein, as the successor to the Master Servicer or the
Special Servicer, as applicable, hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer or Special
Servicer hereunder. No appointment of a successor to the Master Servicer or the
Special Servicer under this Section 7.02 shall be effective (i) until each of
the Rating Agencies shall have confirmed in writing that its then-current rating
(if any) of each Class of Certificates will not be qualified (as applicable),
downgraded or withdrawn by reason thereof and (ii) until the assumption in
writing by the successor to the Master Servicer or the Special Servicer of all
its responsibilities, duties and liabilities hereunder that arise thereafter.
Pending appointment of a successor to the Master Servicer or the Special
Servicer hereunder, unless the Trustee shall be prohibited by law from so
acting, the Trustee shall act in such capacity as herein above provided.

            In connection with such appointment and assumption of a successor to
the Master Servicer or Special Servicer as described herein, subject to Section
3.11(a), the Trustee may make such arrangements for the compensation of such
successor out of payments on the Trust Mortgage Loans and the Mayfair Mall
Non-Trust Companion Loans as it and such successor shall agree; provided,
however, that no such compensation with respect to a successor Master Servicer
or successor Special Servicer, as the case may be, shall be in excess of that
permitted the terminated Master Servicer or Special Servicer, as the case may
be, hereunder; provided, further, that if no successor can be obtained for such
compensation, then, subject to approval by the Rating Agencies, additional
amounts shall be paid to such successor and such amounts in excess of that
permitted the terminated Master Servicer or Special Servicer, as the case may
be, shall be treated as Additional Trust Fund Expenses. The Trustee, the Master
Servicer or the Special Servicer (whichever is not the terminated party) and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. Any costs and expenses
associated with the transfer of the servicing function (other than with respect
to a termination without cause) under this Agreement shall be borne by the
predecessor Master Servicer or Special Servicer.

            SECTION 7.03      Notification to Certificateholders.

            (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01 or any appointment of a successor to
the Master Servicer or the Special Servicer pursuant to Section 7.02, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) 5 days after the Trustee would be deemed
to have notice of the occurrence of such an event in accordance with Section
8.02(vii), the Trustee shall transmit by mail to the Depositor and all
Certificateholders notice of such occurrence, unless such default shall have
been cured.

            SECTION 7.04      Waiver of Events of Default.

            The Holders of Certificates representing at least 66 2/3% of the
Voting Rights allocated to each Class of Certificates affected by any Event of
Default hereunder may waive such Event of Default within 20 days of the receipt
of notice from the Trustee of the occurrence of such Event of Default; provided,
however, that an Event of Default described in clause (i) or (ii) of Section
7.01(a) may only be waived by 100% of the Certificateholders of the affected
Classes; and provided, further, that a Mayfair Mall Non-Trust Companion Mortgage
Loan Holder must consent to the waiver of any Event of Default that materially
and adversely affects such holder and which has not been cured. Upon any such
waiver of an Event of Default and reimbursement by the party requesting such
waiver to the Trustee of all costs and expenses incurred by it in connection
with such Event of Default and prior to its waiver, such Event of Default shall
cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereon except to the extent expressly so
waived. Notwithstanding any other provisions of this Agreement, for purposes of
waiving any Event of Default pursuant to this Section 7.04, Certificates
registered in the name of the Depositor or any Affiliate of the Depositor shall
be entitled to the same Voting Rights with respect to the matters described
above as they would if any other Person held such Certificates.

            SECTION 7.05      Trustee Advances.

            If the Master Servicer fails to fulfill its obligations hereunder to
make any Advances, the Trustee shall perform such obligations (x) in accordance
with Section 3.03(d) with respect to Servicing Advances and (y) by 12:00 noon,
New York City time, on the related Distribution Date with respect to P&I
Advances. With respect to any such Advance made by the Trustee, the Trustee
shall succeed to all of the Master Servicer's rights with respect to Advances
hereunder, including, without limitation, the Master Servicer's rights of
reimbursement and interest on each Advance at the Reimbursement Rate, and rights
to determine that a proposed Advance is a Nonrecoverable P&I Advance or
Servicing Advance, as the case may be (without regard to any impairment of any
such rights of reimbursement caused by the Master Servicer's default in its
obligations hereunder); provided, however, that if Advances made by both the
Trustee and the Master Servicer shall at any time be outstanding, or any
interest on any Advance shall be accrued and unpaid, all amounts available to
repay such Advances and the interest thereon hereunder shall be applied entirely
to the Advances outstanding to the Trustee, until such Advances shall have been
repaid in full, together with all interest accrued thereon, prior to
reimbursement of the Master Servicer for such Advances. The Trustee shall be
entitled to conclusively rely on any notice given with respect to a
Nonrecoverable Advance hereunder.

                                  ARTICLE VIII
                             CONCERNING THE TRUSTEE


            SECTION 8.01      Duties of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, then
(subject to Section 8.02(vii) below) the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs. Any permissive right of the
Trustee contained in this Agreement shall not be construed as a duty.

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall make a request to the responsible party to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

                  (i) Prior to the occurrence of an Event of Default, and after
      the curing of all such Events of Default which may have occurred, the
      duties and obligations of the Trustee shall be determined solely by the
      express provisions of this Agreement, the Trustee shall not be liable
      except for the performance of such duties and obligations as are
      specifically set forth in this Agreement, no implied covenants or
      obligations shall be read into this Agreement against the Trustee and, in
      the absence of bad faith on the part of the Trustee, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee and conforming to the requirements of this
      Agreement;

                  (ii) The Trustee shall not be liable for an error of judgment
      made in good faith by a Responsible Officer or Responsible Officers of the
      Trustee, unless it shall be proved that the Trustee was negligent in
      ascertaining the pertinent facts;

                  (iii) The Trustee shall not be liable with respect to any
      action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of Holders of Certificates entitled to at
      least 25% of the Voting Rights relating to the time, method and place of
      conducting any proceeding for any remedy available to the Trustee, or
      exercising any trust or power conferred upon the Trustee, under this
      Agreement (unless a higher percentage of Voting Rights is required for
      such action); and

                  (iv) Subject to the other provisions of this Agreement and
      without limiting the generality of this Section 8.01, the Trustee shall
      have no duty except in the capacity as successor Master Servicer or
      successor Special Servicer (A) to see to any recording, filing or
      depositing of this Agreement or any agreement referred to herein or any
      financing statement or continuation statement evidencing a security
      interest, or to see to the maintenance of any such recording or filing or
      depositing or to any re-recording, refiling or redepositing of any
      thereof, (B) to see to any insurance, or (C) to confirm or verify the
      contents of any reports or certificates of the Master Servicer or Special
      Servicer delivered to the Trustee pursuant to this Agreement reasonably
      believed by the Trustee to be genuine and to have been signed or presented
      by the proper party or parties.

            SECTION 8.02      Certain Matters Affecting the Trustee.

            Except as otherwise provided in Section 8.01:

                  (i) The Trustee may rely upon and shall be protected in acting
      or refraining from acting upon any resolution, Officer's Certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, Appraisal, bond or other
      paper or document reasonably believed by it to be genuine and to have been
      signed or presented by the proper party or parties;

                  (ii) The Trustee may consult with counsel and the written
      advice of such counsel or any Opinion of Counsel shall be full and
      complete authorization and protection in respect of any action taken or
      suffered or omitted by it hereunder in good faith and in accordance
      therewith;

                  (iii) The Trustee shall be under no obligation to exercise any
      of the trusts or powers vested in it by this Agreement or to make any
      investigation of matters arising hereunder or to institute, conduct or
      defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders, pursuant to the
      provisions of this Agreement, unless, in the Trustee's reasonable opinion,
      such Certificateholders shall have offered to the Trustee reasonable
      security or indemnity against the costs, expenses and liabilities which
      may be incurred therein or thereby; the Trustee shall not be required to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its duties hereunder, or in the exercise of any
      of its rights or powers, if it shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it; nothing contained herein shall,
      however, relieve the Trustee of the obligation, upon the occurrence of an
      Event of Default which has not been cured, to exercise such of the rights
      and powers vested in it by this Agreement, and to use the same degree of
      care and skill in their exercise as a prudent man would exercise or use
      under the circumstances in the conduct of his own affairs;

                  (iv) The Trustee shall not be liable for any action reasonably
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Agreement;

                  (v) Prior to the occurrence of an Event of Default hereunder
      and after the curing of all Events of Default which may have occurred, the
      Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other
      paper or document, unless requested in writing to do so by Holders of
      Certificates entitled to at least 50% of the Voting Rights; provided,
      however, that if the payment within a reasonable time to the Trustee of
      the costs, expenses or liabilities likely to be incurred by it in the
      making of such investigation is, in the opinion of the Trustee, not
      reasonably assured to the Trustee by the security afforded to it by the
      terms of this Agreement, the Trustee may require reasonable indemnity
      against such expense or liability as a condition to taking any such
      action. The reasonable expense of every such reasonable examination shall
      be paid by the Master Servicer or, if paid by the Trustee, shall be repaid
      by the Master Servicer upon demand;

                  (vi) The Trustee may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents or attorneys; provided, however, that the appointment of such
      agents or attorneys shall not relieve the Trustee of its duties or
      obligations hereunder;

                  (vii) For all purposes under this Agreement, the Trustee shall
      not be required to take any action with respect to, or be deemed to have
      notice or knowledge of any default or Event of Default unless a
      Responsible Officer of the Trustee has actual knowledge thereof or shall
      have received written notice thereof. In the absence of receipt of such
      notice and such actual knowledge otherwise obtained, the Trustee may
      conclusively assume that there is no default or Event of Default;

                  (viii) The Trustee shall not be responsible for any act or
      omission of the Master Servicer, the Special Servicer or the Series
      2003-C4 Directing Certificateholder (unless the Trustee is acting as
      Master Servicer, Special Servicer or the Series 2003-C4 Directing
      Certificateholder, as the case may be) or of the Depositor; and

                  (ix) The Trustee shall not be required to give any bond or
      surety in respect of the execution of the Trust Fund created hereby or the
      power granted hereunder.

            SECTION 8.03      Trustee Not Liable for Validity or
                              Sufficiency of Certificates or Trust Mortgage
                              Loans.

            The recitals contained herein and in the Certificates, other than
the acknowledgments and expressed intentions of the Trustee in Sections 2.01,
2.02, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 3.01, 10.01, 11.04 and 11.07 and the
representations and warranties of the Trustee in Section 8.13, shall be taken as
the statements of the Depositor, the Master Servicer or the Special Servicer, as
the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee does not make any representations as to the validity or
sufficiency of this Agreement or of any Certificate or of any Trust Mortgage
Loan or related document. The Trustee shall not be accountable for the use or
application by the Depositor of any of the Certificates issued to it or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Trust Mortgage Loans to the
Trust Fund, or any funds deposited in or withdrawn from the Collection Account
or any other account by or on behalf of the Depositor, the Master Servicer, the
Special Servicer or the Trustee. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee, in good faith,
pursuant to this Agreement.

            SECTION 8.04      Trustee May Own Certificates.

            The Trustee in its individual capacity and not as Trustee, may
become the owner or pledgee of Certificates, and may deal with the Depositor,
the Master Servicer, the Special Servicer, the Initial Purchaser and the
Underwriters in banking transactions, with the same rights it would have if it
were not Trustee.

            SECTION 8.05      Fees and Expenses of Trustee; Indemnification of
                              and by Trustee.

            (a) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account, prior to any distributions to be made therefrom to
Certificateholders on such date, and pay to itself all earned but unpaid Trustee
Fees in respect of the Trust Mortgage Loans and any REO Trust Mortgage Loans
through the end of the most recently ended calendar month, as compensation for
all services rendered by the Trustee in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties of
the Trustee hereunder. As to each Trust Mortgage Loan and REO Trust Mortgage
Loan, the Trustee Fee shall accrue during each calendar month, commencing with
September 2003, at the Trustee Fee Rate on a principal amount equal to the
Stated Principal Balance of such Trust Mortgage Loan or REO Trust Mortgage Loan
immediately following the Distribution Date in such calendar month (or, in the
case of September 2003, on a principal amount equal to the Cut-off Date
Principal Balance of the particular Trust Mortgage Loan), whether or not
interest is actually collected on each Trust Mortgage Loan and REO Trust
Mortgage Loan. With respect to each Trust Mortgage Loan and REO Trust Mortgage
Loan, the Trustee Fee shall accrue from time to time on the same Interest
Accrual Basis as is applicable to such Trust Mortgage Loan or REO Trust Mortgage
Loan. Except as otherwise expressly provided herein, the Trustee Fees (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) shall constitute the Trustee's sole compensation
for such services to be rendered by it.

            (b) The Trustee shall be paid or reimbursed by the Trust Fund upon
its request for all reasonable out-of-pocket expenses and disbursements incurred
by the Trustee pursuant to and in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ) to
the extent such payments are "unanticipated expenses incurred by the REMIC"
within the meaning of Treasury regulations section 1.860G-1(b)(iii) except any
such expense, disbursement or advance as may arise from its negligence, bad
faith or willful misconduct; provided, however, that subject to Section
8.02(iii), the Trustee shall not refuse to perform any of its duties hereunder
solely as a result of the failure to be paid the Trustee Fee or the Trustee's
expenses.

            (c) The Trustee and any Affiliate, director, officer, employee or
agent of the Trustee shall be indemnified and held harmless by the Trust Fund
against any loss, liability or expense (including, without limitation, costs and
expenses of litigation, and of investigation, counsel fees, damages, judgments
and amounts paid in settlement, and expenses incurred in becoming successor
servicer, to the extent not otherwise paid hereunder) arising out of, or
incurred in connection with, this Agreement, the Mortgage Loans, the
Certificates or any act or omission of the Trustee relating to the exercise and
performance of any of the powers and duties of the Trustee hereunder; provided,
however, that neither the Trustee nor any of the other above specified Persons
shall be entitled to indemnification pursuant to this Section 8.05(c) for (i)
allocable overhead, (ii) routine expenses or disbursements incurred or made by
or on behalf of the Trustee in the normal course of the Trustee's performing its
duties in accordance with any of the provisions hereof, which are not
"unanticipated expenses of the REMIC" within the meaning of Treasury regulations
section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required
to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of the Trustee's obligations and duties hereunder, or by reason
of negligent disregard of such obligations or duties, or as may arise from a
breach of any representation or warranty of the Trustee made herein. The
provisions of this Section 8.05(c) shall survive any resignation or removal of
the Trustee and appointment of a successor thereto.

            SECTION 8.06      Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be, and will be required to
resign if it fails to be, (i) a corporation, bank, trust company or banking
association, organized and doing business under the laws of any state or the
United States of America or the District of Columbia, authorized under such laws
to exercise corporate trust powers and to accept the trust conferred under this
Agreement, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority and shall
not be an Affiliate of the Depositor, Master Servicer or the Special Servicer
(except during any period when the Trustee is acting as, or has become successor
to, the Master Servicer or the Special Servicer, as the case may be, pursuant to
Section 7.02), (ii) an institution insured by the Federal Deposit Insurance
Corporation and (iii) an institution whose long-term senior unsecured debt is
rated "AA-" or higher by S&P, "Aa3" or higher by Moody's (or such entity as
would not, as evidenced in writing by such Rating Agency, result in the
qualification (as applicable), downgrading or withdrawal of any of the
then-current ratings then assigned thereby to the Certificates).

            If such corporation, bank, trust company 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, bank, trust company or national banking association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. In the event the place of business from which the
Trustee administers the REMIC Pools is in a state or local jurisdiction that
imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax
corresponding to a tax imposed under the REMIC Provisions), the Trustee shall
elect either to (i) resign immediately in the manner and with the effect
specified in Section 8.07, (ii) pay such tax at no expense to the Trust Fund or
(iii) administer the REMIC Pools from a state and local jurisdiction that does
not impose such a tax.

            SECTION 8.07      Resignation and Removal of the Trustee.

            (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer, all Certificateholders and the Non-Trust
Companion Loan Holders. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor trustee acceptable to the Master Servicer, in
its reasonable discretion, and to the Rating Agencies (as evidenced in writing
by such Rating Agency that such appointment would not result in the
qualification (as applicable), downgrading or withdrawal of any of then-current
ratings then assigned thereby to the Certificates), by written instrument, in
duplicate, which instrument shall be delivered to the resigning Trustee and to
the successor trustee. A copy of such instrument shall be delivered to the
Master Servicer, the Special Servicer, the Certificateholders and the Non-Trust
Companion Loan Holders by the Depositor. If no successor trustee shall have been
so appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee. The resigning
Trustee shall be responsible for the payment of all reasonable expenses incurred
in connection with such resignation and discharge and the appointment of a
successor trustee

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 or if the Depositor has received
notice from the Rating Agencies that failure to remove the Trustee will result
in a downgrade or withdrawal of the then-current rating assigned to any Class of
Certificates, and shall fail to resign after written request therefor by the
Depositor or the Master Servicer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Depositor
may remove the Trustee and appoint a successor trustee acceptable to the Master
Servicer and the Rating Agencies (as evidenced in writing by such Rating Agency
that such removal and appointment would not result in the qualification (as
applicable), downgrading or withdrawal of any of then-current ratings then
assigned thereby to the Certificates), by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, the Certificateholders and the Non-Trust
Companion Loan Holders by the Depositor.

            (c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Master Servicer, one complete set to the Trustee so
removed and one complete set to the successor so appointed. A copy of such
instrument shall be delivered to the Depositor, the Special Servicer, the
remaining Certificateholders and the Non-Trust Companion Loan Holders by the
Master Servicer. The Trustee shall be reimbursed for all reasonable costs and
expenses incurred by it in connection with such removal within 30 days of demand
therefor from amounts on deposit in the Distribution Account (provided the
Trustee is removed without cause).

            Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

            Within 30 days following any succession of the Trustee under this
Agreement, the predecessor Trustee shall be paid all accrued and unpaid
compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred. No Trustee shall be liable for any action or
omission of any successor Trustee.

            SECTION 8.08      Successor Trustee.

            (a) Any successor Trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to its predecessor Trustee, an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee, shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as Trustee herein. The predecessor Trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements held by it hereunder, and the Depositor, the Master Servicer, the
Special Servicer and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor Trustee all such rights, powers,
duties and obligations, and to enable the successor Trustee to perform its
obligations hereunder.

            (b) No successor Trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06.

            (c) Upon acceptance of appointment by a successor Trustee as
provided in this Section 8.08, the Master Servicer shall mail notice of the
succession of such Trustee hereunder to the Depositor, the Certificateholders
and the Non-Trust Companion Loan Holders. If the Master Servicer fails to mail
such notice within 10 days after acceptance of appointment by the successor
Trustee, such successor Trustee shall cause such notice to be mailed at the
expense of the Master Servicer.

            SECTION 8.09      Merger or Consolidation of Trustee.

            Any Person into which the Trustee may be merged or converted or with
which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee, hereunder (provided that, in the case of
the Trustee, such successor Person shall be eligible under the provisions of
Section 8.06), without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

            SECTION 8.10      Appointment of Co-Trustee or Separate Trustee.

            (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Master Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within 15 days after
the receipt by it of a request to do so, or in case an Event of Default shall
have occurred and be continuing, the Trustee alone shall have the power to make
such appointment. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.

            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then-separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

            SECTION 8.11      Access to Certain Information.

            (a) On or prior to the date of the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Trustee a copy of any private placement memorandum or other disclosure document
used by the Depositor or its Affiliate in connection with the offer and sale of
the Class of Certificates to which such Non-Registered Certificate relates. In
addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof to
the Trustee, the Depositor promptly shall inform the Trustee of such event and
shall deliver to the Trustee a copy of the private placement memorandum or
disclosure document, as revised, amended or supplemented.

            The Trustee shall maintain at its offices primarily responsible for
administering the Trust Fund and shall, upon reasonable advance written notice,
make available during normal business hours for review by any Holder of a
Certificate, each Non-Trust Companion Loan Holder and its designees, the
Depositor, the Master Servicer, the Special Servicer, the Series 2003-C4
Directing Certificateholder, any Rating Agency, the Underwriters or any other
Person to whom the Trustee believes such disclosure is appropriate, originals or
copies of the following items to the extent such documents have been delivered
to the Trustee: (i) in the case of a Holder or prospective transferee of a
Non-Registered Certificate, any private placement memorandum or other disclosure
document relating to the Class of Certificates to which such Non-Registered
Certificate belongs, in the form most recently provided to the Trustee and (ii)
in all cases, (A) this Agreement and any amendments hereto entered into pursuant
to Section 11.01, (B) the Prospectus and any amendments or supplements thereto,
(C) the respective Mortgage Loan Purchase Agreements and any amendments thereto,
(D) all statements required to be delivered, or otherwise required to be made
available, to Certificateholders of the relevant Class pursuant to Section 4.02
since the Closing Date, (E) all Officer's Certificates delivered to the Trustee
since the Closing Date pursuant to Section 3.13, (F) all accountants' reports
delivered to the Trustee since the Closing Date pursuant to Section 3.14, (G)
any and all notices, reports and Environmental Assessments delivered to the
Trustee with respect to any Mortgaged Property securing a defaulted Trust
Mortgage Loan as to which the environmental testing contemplated by Section
3.09(c) revealed that either of the conditions set forth in clauses (i) and (ii)
of the first sentence thereof was not satisfied (but only for so long as such
Mortgaged Property or the related Trust Mortgage Loan are part of the Trust
Fund), (H) any and all modifications, waivers and amendments of the terms of a
Mortgage Loan entered into by the Master Servicer or the Special Servicer and
delivered to the Trustee pursuant to Section 3.20 (but only for so long as the
affected Trust Mortgage Loan is part of the Trust Fund), (I) any and all
Officer's Certificates delivered to the Trustee to support the Master Servicer's
determination that any P&I Advance or Servicing Advance was or, if made, would
be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance, as the case
may be, (J) any and all of the Mortgage Loan Documents contained in the Mortgage
Files, (K) any and all Appraisals obtained pursuant to the definition of
"Appraisal Reduction" herein, (L) information regarding the occurrence of
Servicing Transfer Events as to the Trust Mortgage Loans and (M) any and all
Sub-Servicing Agreements and any amendments thereto and modifications thereof.

            Copies of any and all of the foregoing items will be available from
the Trustee upon written request; provided, however, that the Trustee shall be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing such copies, except in the case of copies provided to
the Rating Agencies and, so long as the requests are not excessive or
duplicative, to the Series 2003-C4 Directing Certificateholder and the Class MM
Directing Certificateholder, which shall be free of charge. In addition, without
limiting the generality of the foregoing, any Requesting Subordinate
Certificateholder may upon written request from the Trustee obtain a copy of any
report delivered to the Rating Agencies under this Agreement.

            (b) Notwithstanding anything to the contrary herein, in addition to
the reports and information made available and distributed pursuant to the terms
of this Agreement (including the information set forth in Section 8.11(a)), the
Trustee shall, in accordance with such reasonable rules and procedures as it may
adopt (which may include the requirement that an agreement that provides that
such information shall be kept confidential and used solely for purposes of
evaluating the investment characteristics of the Certificates be executed), also
make the reports available to Certificateholders pursuant to Section 4.02, as
well as certain additional information received by the Trustee to any
Certificateholder, the Underwriters, the Initial Purchasers, any Certificate
Owner or any prospective investor identified as such by a Certificate Owner or
the Underwriters or Initial Purchasers, that requests such reports or
information; provided that the Trustee shall be permitted to require payment of
a sum sufficient to cover the reasonable costs and expenses of providing copies
of such reports or information.

            (c) With respect to any information furnished by the Trustee
pursuant to this Section 8.11, the Trustee shall be entitled to indicate the
source of such information and the Trustee may affix thereto any disclaimer it
deems appropriate in its discretion. The Trustee shall notify Certificateholders
of the availability of any such information in any manner as it, in its sole
discretion, may determine. In connection with providing access to or copies of
the items described above in this Section 8.11 to Certificateholders,
Certificate Owners, prospective purchasers of Certificates or interests therein
or investment advisors of any of the foregoing, the Trustee may require: (i) in
the case of Certificateholders and Certificate Owners, a confirmation executed
by the requesting Person substantially in form and substance reasonably
acceptable to the Trustee generally to the effect that such Person is a
registered or beneficial holder of Certificates or an investment advisor
representing such Person and is requesting the information solely for use in
evaluating such Person's investment in the Certificates and will otherwise keep
such information confidential; and (ii) in the case of a prospective purchaser
or an investment advisor representing such Person, confirmation executed by the
requesting Person in form and substance reasonably acceptable to the Trustee
generally to the effect that such Person is a prospective purchaser of a
Certificate or an interest therein or an investment advisor representing such
Person, and is requesting the information solely for use in evaluating a
possible investment in Certificates and will otherwise keep such information
confidential. The Trustee shall not be liable for the dissemination of
information in accordance with this Agreement.

            SECTION 8.12      Appointment of Custodians.

            The Trustee may, with the consent of the Master Servicer, appoint at
the Trustee's own expense one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee; provided that if the Custodian is an
Affiliate of the Trustee such consent of the Master Servicer need not be
obtained and the Trustee shall inform the Master Servicer of such appointment.
Each Custodian shall be a depositary institution supervised and regulated by a
federal or state banking authority, shall have combined capital and surplus of
at least $10,000,000, shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File, shall not be the Depositor, any Mortgage Loan
Seller or any Affiliate of the Depositor or any Mortgage Loan Seller, and shall
have in place a fidelity bond and errors and omissions policy, each in such form
and amount as is customarily required of custodians acting on behalf of FHLMC or
FNMA. Each Custodian shall be subject to the same obligations, standard of care,
protection and indemnities as would be imposed on, or would protect, the Trustee
hereunder in connection with the retention of Mortgage Files directly by the
Trustee. The appointment of one or more Custodians shall not relieve the Trustee
from any of its obligations hereunder, and the Trustee shall remain responsible
for all acts and omissions of any Custodian.

            SECTION 8.13      Representations, Warranties and Covenants of the
                              Trustee.

            The Trustee hereby represents and warrants to the Depositor, the
Master Servicer and the Special Servicer and for the benefit of the
Certificateholders and the Non-Trust Companion Loan Holders, as of the Closing
Date, that:

                  (i) The Trustee is a national banking association, duly
      organized, validly existing and in good standing under the laws of the
      United States;

                  (ii) The execution and delivery of this Agreement by the
      Trustee, and the performance and compliance with the terms of this
      Agreement by the Trustee, will not violate the Trustee's organizational
      documents or constitute a default (or an event which, with notice or lapse
      of time, or both, would constitute a default) under, or result in the
      breach of, any material agreement or other instrument to which it is a
      party or which is applicable to it or any of its assets;

                  (iii) The Trustee has the full power and authority to enter
      into and consummate all transactions contemplated by this Agreement, has
      duly authorized the execution, delivery and performance of this Agreement,
      and has duly executed and delivered this Agreement;

                  (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Trustee, enforceable against the Trustee in
      accordance with the terms hereof, subject to (a) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally and the rights of creditors of
      banks specifically and (b) general principles of equity, regardless of
      whether such enforcement is considered in a proceeding in equity or at
      law;

                  (v) The Trustee is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Trustee's good faith and reasonable
      judgment, is likely to affect materially and adversely the ability of the
      Trustee to perform its obligations under this Agreement;

                  (vi) No litigation is pending or, to the best of the Trustee's
      knowledge, threatened against the Trustee which would prohibit the Trustee
      from entering into this Agreement or, in the Trustee's good faith and
      reasonable judgment, is likely to materially and adversely affect the
      ability of the Trustee to perform its obligations under this Agreement;
      and

                  (vii) No consent, approval, authorization or order of any
      court or governmental agency or body is required for the execution,
      delivery and performance by the Trustee, or compliance by the Trustee
      with, this Agreement or the consummation of the transactions contemplated
      by this Agreement, except for any consent, approval, authorization or
      order which has not been obtained or cannot be obtained prior to the
      actual performance by the Trustee of its obligations under this Agreement,
      and which, if not obtained would not have a materially adverse effect on
      the ability of the Trustee to perform its obligations hereunder.

                                   ARTICLE IX
                                   TERMINATION


            SECTION 9.01      Termination Upon Repurchase or Liquidation of All
                              Trust Mortgage Loans.

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer and the Trustee (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment) to the Certificateholders of all amounts held by or on
behalf of the Trustee and required hereunder to be so paid on the Distribution
Date following the earliest to occur of (i) the purchase by the Holders of a
majority of the Percentage Interests of the Controlling Class, the Special
Servicer or the Master Servicer of all the Trust Mortgage Loans and each REO
Property remaining in the Trust Fund at a price (the "Termination Price") equal
to (a) the sum of (1) the aggregate Purchase Price of all the Trust Mortgage
Loans (exclusive of REO Trust Mortgage Loans) included in the Trust Fund and (2)
the Appraised Value of each REO Property, if any, included in the Trust Fund
(such Appraisals in this subclause (2) to be conducted by an Appraiser selected
and mutually agreed upon by the Master Servicer, the Special Servicer and the
Trustee), minus (b) solely in the case where the Master Servicer is effecting
such purchase, the aggregate amount of unreimbursed Advances, together with any
interest accrued and payable to the Master Servicer in respect of such Advances
in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Master Servicing
Fees (including Excess Servicing Strip), remaining outstanding (which items
shall be deemed to have been paid or reimbursed to the Master Servicer in
connection with such purchase), and (ii) the final payment or other liquidation
(or any advance with respect thereto) of the last Trust Mortgage Loan or REO
Property remaining in the Trust Fund; provided, however, that in no event shall
the trust created hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James's, living on the date
hereof.

            The Holders of a majority of the Percentage Interests of the
Controlling Class may, at their option, elect to purchase all of the Trust
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated
by clause (i) of the preceding paragraph by giving written notice to the Trustee
and the other parties hereto within 60 days of the first Distribution Date on
which the aggregate Stated Principal Balance of the Mortgage Pool is less than
1.0% of the aggregate Cut-off Date Principal Balance of the Original Trust
Mortgage Loans. If the Holders of a majority of the Percentage Interests of the
Controlling Class do not exercise such option within 60 days after it becomes
exercisable by the Holders of a majority of the Percentage Interests of the
Controlling Class, the Special Servicer may notify the Holders of a majority of
the Percentage Interests in the Controlling Class and the Trustee of its
intention to exercise such option and if the Holders of a majority of the
Percentage Interests of the Controlling Class do not exercise such option within
ten Business Days thereafter, the Special Servicer shall be entitled to exercise
such option. If the Special Servicer does not exercise such option within 60
days after it becomes exercisable by it, the Master Servicer may notify the
Special Servicer, the Holders of the Controlling Class and the Trustee of the
Master Servicer's intention to exercise such option, and if none of the Special
Servicer or the Holders of a majority of the Percentage Interests in the
Controlling Class exercise such option within ten Business Days thereafter, the
Master Servicer will be entitled to exercise such option.

            If the Holders of the Controlling Class, the Special Servicer or the
Master Servicer purchases all of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund in accordance with the preceding paragraph, the
Holders of the Controlling Class, the Special Servicer or the Master Servicer,
as applicable, shall remit to the Trustee for deposit in the Distribution
Account not later than the Master Servicer Remittance Date relating to the
Distribution Date on which the final distribution on the Certificates is to
occur, an amount in immediately available funds equal to the Termination Price
(exclusive of (i) any portion thereof payable to any Person other than the
Certificateholders pursuant to Section 3.05(a), which portion shall be deposited
in the Collection Account, (ii) any portion thereof that is payable to a
Non-Trust Companion Loan Holder in connection with an REO Property in accordance
with the related intercreditor, co-lender or similar agreement, which portion is
to be remitted to such Non-Trust Companion Loan Holder, and (iii) any portion
thereof representing accrued and unpaid Excess Interest, which shall be
deposited in the Excess Interest Distribution Account). In addition, the Master
Servicer shall transfer to the Distribution Account all amounts required to be
transferred thereto on such Master Servicer Remittance Date from the Collection
Account pursuant to the first paragraph of Section 3.04(b), together with any
other amounts on deposit in the Collection Account that would otherwise be held
for future distribution. Upon confirmation that such final deposits have been
made, the Trustee shall release or cause to be released to the Holders of the
Controlling Class, the Special Servicer or the Master Servicer, as applicable,
the Mortgage Files for the remaining Trust Mortgage Loans, and the Trustee shall
execute all assignments, endorsements and other instruments furnished to it by
Holders of the Controlling Class, the Special Servicer or the Master Servicer,
as applicable, as shall be necessary to effectuate transfer of the Trust
Mortgage Loans and REO Properties remaining in the Trust Fund and its rights
under the related Mortgage Loan Purchase Agreement.

            For purposes of this Section 9.01, the Series 2003-C4 Directing
Certificateholder, with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the
assets of the Trust Fund and terminating the Trust.

            Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Trustee by letter to the Certificateholders, the Non-Trust
Companion Loan Holders and each Rating Agency and, if not previously notified
pursuant to this Section 9.01, to the other parties hereto mailed (a) in the
event such notice is given in connection with the purchase of all of the Trust
Mortgage Loans and each REO Property remaining in the Trust Fund, not earlier
than the 15th day and not later than the 25th day of the month next preceding
the month of the final distribution on the Certificates, or (b) otherwise during
the month of such final distribution on or before the related Determination Date
in such month, in each case specifying (i) the Distribution Date upon which the
Trust Fund will terminate and final payment of the Certificates will be made,
(ii) the amount of any such final payment and (iii) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the offices of
the Trustee or such other location therein designated.

            Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Distribution Account and/or the Excess Interest Distribution
Account that are allocable to payments on the Class of Certificates so presented
and surrendered. Amounts distributed from the Distribution Account as of the
Final Distribution Date shall be allocated for the purposes, in the amounts and
in accordance with the priority set forth in Sections 4.01(a), 4.01(b), 4.01(c),
4.01(d) and 4.01(e). Anything in this Section 9.01 to the contrary
notwithstanding, the Holders of the Class V Certificates shall receive that
portion, if any, of the proceeds of a sale of the assets of the Trust Fund
allocable to accrued and unpaid Excess Interest. Any funds not distributed on
such Distribution Date shall be set aside and held uninvested in trust for the
benefit of Certificateholders not presenting and surrendering their Certificates
in the aforesaid manner and shall be disposed of in accordance with this Section
9.01 and Section 4.01(i).

            SECTION 9.02      Additional Termination Requirements.

            If Holders of the Controlling Class, the Special Servicer or the
Master Servicer purchases all of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund as provided in Section 9.01, the Trust Fund shall be
terminated in accordance with the following additional requirements, which meet
the definition of a "qualified liquidation" of each REMIC Pool, within the
meaning of Section 860F(a)(4) of the Code:

                  (i) the Trustee shall specify the first day in the 90-day
      liquidation period in a statement attached to each REMIC Pool's final Tax
      Returns pursuant to Treasury regulations section 1.860F-1;

                  (ii) within such 90-day liquidation period and at or prior to
      the time of the making of the final payment on the Certificates, the
      Trustee shall sell all of the assets of REMIC I to the Holders of the
      Controlling Class, the Special Servicer or the Master Servicer, as the
      case may be, for cash; and

                  (iii) immediately following the making of the final payment on
      the REMIC Regular Interests and the Certificates, the Trustee shall
      distribute or credit, or cause to be distributed or credited, to the
      Holders of the Class R Certificates all cash on hand (other than cash
      retained to meet claims), in the Trust Fund and each REMIC Pool shall
      terminate at that time.

                                   ARTICLE X
                            ADDITIONAL TAX PROVISIONS


            SECTION 10.01     Tax Administration.

            (a) The Trustee shall elect to treat each REMIC Pool as a REMIC
under the Code and, if necessary, under applicable state law. Each such election
will be made on IRS Form 1066 or other appropriate federal tax or information
return or any appropriate state Tax Returns for the taxable year ending on the
last day of the calendar year in which the Certificates are issued.

            (b) The Plurality Class R Certificateholder is hereby designated as
the Tax Matters Person of each REMIC Pool and, in such capacity, shall be
responsible to act on behalf of such REMIC Pool in relation to any tax matter or
controversy, to represent such REMIC Pool in any administrative or judicial
proceeding relating to an examination or audit by any governmental taxing
authority, to request an administrative adjustment as to any taxable year of
such REMIC Pool, to enter into settlement agreements with any governmental
taxing agency with respect to such REMIC Pool, to extend any statute of
limitations relating to any tax item of such REMIC Pool and otherwise to act on
behalf of such REMIC Pool in relation to any tax matter or controversy involving
such REMIC Pool; provided that the Trustee is hereby irrevocably appointed and
agrees to act (in consultation with the Tax Matters Person for each REMIC Pool)
as agent and attorney-in-fact for the Tax Matters Person for each REMIC Pool in
the performance of its duties as such. The legal expenses and costs of any
action described in this Section 10.01(b) and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust payable out of amounts on
deposit in the Distribution Account as provided by Section 3.05(b) unless such
legal expenses and costs are incurred by reason of a Tax Matters Person's or the
Trustee's misfeasance, bad faith or negligence in the performance of, or such
Person's reckless disregard of, its obligations or are expressly provided by
this Agreement to be borne by any party hereto.

            (c) The Trustee shall prepare or cause to be prepared, execute and
file all of the Tax Returns in respect of each REMIC Pool (other than Tax
Returns required to be filed by the Master Servicer and/or the Special Servicer
pursuant to Section 3.09(f)) and all of the applicable income tax and other
information returns for each Grantor Trust Pool. The expenses of preparing and
filing such returns shall be borne by the Trustee without any right of
reimbursement therefor.

            (d) The Trustee shall perform on behalf of each REMIC Pool all
reporting and other tax compliance duties that are the responsibility of such
REMIC Pool under the Code, the REMIC Provisions or other compliance guidance
issued by the IRS or any state or local taxing authority. Included among such
duties, the Trustee shall provide: (i) to any Transferor of a Class R
Certificate, such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee; (ii) to the Certificateholders, such information or
reports as are required by the Code or the REMIC Provisions, including reports
relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption as required); and (iii) to the IRS, the name,
title, address and telephone number of the Person who will serve as the
representative of each REMIC Pool.

            (e) The Trustee shall take such action and shall cause each REMIC
Pool to take such action as shall be necessary to create or maintain the status
thereof as a REMIC under the REMIC Provisions (and the other parties hereto
shall assist it, to the extent reasonably requested by the Trustee), to the
extent that the Trustee has actual knowledge that any particular action is
required; provided that the Trustee shall be deemed to have knowledge of
relevant tax laws. The Trustee shall not knowingly take or fail to take any
action, or cause any REMIC Pool to take or fail to take any action, that under
the REMIC Provisions, if taken or not taken, as the case may be, could result in
an Adverse REMIC Event in respect of any REMIC Pool or an Adverse Grantor Trust
Event with respect to either Grantor Trust Pool, unless the Trustee has received
an Opinion of Counsel to the effect that the contemplated action or non-action,
as the case may be, will not result in an Adverse REMIC Event or an Adverse
Grantor Trust Event. None of the other parties hereto shall take or fail to take
any action (whether or not authorized hereunder) as to which the Trustee has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event or an Adverse Grantor Trust Event could occur with
respect to such action. In addition, prior to taking any action with respect to
any REMIC Pool or the assets thereof, or causing any REMIC Pool to take any
action, which is not contemplated by the terms of this Agreement, each of the
other parties hereto will consult with the Trustee, in writing, with respect to
whether such action could cause an Adverse REMIC Event or an Adverse Grantor
Trust Event to occur, and no such other party shall take any such action or
cause any REMIC Pool to take any such action as to which the Trustee has advised
it in writing that an Adverse REMIC Event or an Adverse Grantor Trust Event
could occur. The Trustee may consult with counsel to make such written advice,
and the cost of same shall be borne by the party seeking to take the action not
permitted by this Agreement.

            (f) If any tax is imposed on any REMIC Pool, including "prohibited
transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, any taxes on contributions to any REMIC Pool 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 on behalf of the Trust pursuant
to Section 3.17(a)), then such tax, together with all incidental costs and
expenses (including penalties and reasonable attorneys' fees), shall be charged
to and paid by: (i) the Trustee, if such tax arises out of or results from a
breach of any of its obligations under Article IV, Article VIII or this Article
X; (ii) the Master Servicer, if such tax arises out of or results from a breach
by the Master Servicer of any of its obligations under Article III or this
Article X; (iii) the Special Servicer, if such tax arises out of or results from
a breach by the Special Servicer of any of its obligations under Article III or
this Article X; or (iv) the Trust, out of the Trust Fund (exclusive of the
Grantor Trust Pools), in all other instances. If any tax is imposed on either
Grantor Trust Pool, 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 Special Servicer, if such tax arises out of
or results from a breach by the Special Servicer of any of its obligations under
Article III or this Article X; (ii) the Master Servicer, if such tax arises out
of or results from a breach by the Master Servicer of any of its obligations
under Article III or this Article X; (iii) the Trustee, if such tax arises out
of or results from a breach by the Trustee of any of its obligations under
Article IV, Article VIII or this Article X; or (iv) the Trust, out of the
portion of the Trust Fund constituting such Grantor Trust Pool, in all other
instances. Consistent with the foregoing, any tax permitted to be incurred by
the Special Servicer pursuant to Section 3.17(a) shall be charged to and paid by
the Trust. Any such amounts payable by the Trust in respect of taxes shall be
paid by the Trustee out of amounts on deposit in the Distribution Account.

            (g) The Trustee and, to the extent that records are maintained
thereby in the normal course of its business, each of the other parties hereto
shall, for federal income tax purposes, maintain books and records with respect
to each REMIC Pool and each Grantor Trust Pool on a calendar year and an accrual
basis.

            (h) Following the Startup Day for each REMIC Pool, the Trustee shall
not (except as contemplated by Section 2.03) accept any contributions of assets
to any REMIC Pool unless it shall have received an Opinion of Counsel (at the
expense of the party seeking to cause such contribution) to the effect that the
inclusion of such assets in such REMIC Pool will not result in an Adverse REMIC
Event in respect of such REMIC Pool or an Adverse Grantor Trust Event with
respect to either Grantor Trust Pool.

            (i) None of the Master Servicer, the Special Servicer or the Trustee
shall consent to or, to the extent it is within the control of such Person,
permit: (i) the sale or disposition of any Trust Mortgage Loan (except in
connection with (A) a Breach or Defect with respect to any Trust Mortgage Loan,
(B) the foreclosure, default or reasonably foreseeable material default of a
Trust Mortgage Loan, including the sale or other disposition of a Mortgaged
Property acquired by foreclosure, deed in lieu of foreclosure or otherwise, (C)
the bankruptcy of any REMIC Pool, or (D) the termination of the Trust pursuant
to Article IX of this Agreement); (ii) the sale or disposition of any
investments in any account maintained hereunder for gain; or (iii) the
acquisition of any assets for the Trust (other than a Mortgaged Property
acquired through foreclosure, deed in lieu of foreclosure or otherwise in
respect of a defaulted Trust Mortgage Loan, other than a Replacement Trust
Mortgage Loan substituted for a Deleted Trust Mortgage Loan and other than
Permitted Investments acquired in connection with the investment of funds in an
account maintained hereunder); in any event unless it has received an Opinion of
Counsel (at the expense of the party seeking to cause such sale, disposition, or
acquisition) to the effect that such sale, disposition, or acquisition will not
result in an Adverse REMIC Event in respect of any REMIC Pool or an Adverse
Grantor Trust Event with respect to either Grantor Trust Pool.

            (j) Except as otherwise permitted by Section 3.17(a), none of the
Master Servicer, the Special Servicer or the Trustee shall enter into any
arrangement by which any REMIC Pool will receive a fee or other compensation for
services or, to the extent it is within the control of such Person, permit any
REMIC Pool to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code. At all times as may be required by the Code,
each of the respective parties hereto (to the extent it is within its control)
shall ensure that substantially all of the assets of each REMIC Pool will
consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.

            (k) Within 30 days after the related Startup Day, the Trustee shall
prepare and file with the IRS, with respect to each REMIC Pool, IRS Form 8811
"Information Return for Real Estate Mortgage Investment Conduits (REMICs) and
Issuers of Collateralized Debt Obligations".

            (l) The parties intend that the portion of the Trust Fund consisting
of Excess Interest on the ARD Trust Mortgage Loans and any successor REO Trust
Mortgage Loans with respect thereto and the Excess Interest Distribution Account
shall constitute, and that the affairs of such portion of the Trust Fund shall
be conducted so as to qualify as, a Grantor Trust, and the provisions hereof
shall be interpreted consistently with this intention. In addition, the parties
intend that the portion of the Trust Fund consisting of the REMIC I Residual
Interest, the REMIC II Residual Interest and the REMIC III Residual Interest
shall constitute, and the affairs of such portion of the Trust Fund shall be
conducted so as to qualify as, a Grantor Trust, and the provisions hereof shall
be interpreted consistently with this intention. The Trustee shall also perform
on behalf of each Grantor Trust Pool all reporting and other tax compliance
duties that are the responsibility of such Grantor Trust Pool under the Code or
any compliance guidance issued by the IRS or any state or local taxing
authorities. The expenses of preparing and filing such returns shall be borne by
the Trustee.

            SECTION 10.02     Depositor, Master Servicer and Special Servicer to
                              Cooperate with Trustee.

            (a) The Depositor shall provide or cause to be provided to the
Trustee, within 10 days after the Closing Date, all information or data that the
Trustee reasonably determines to be relevant for tax purposes as to the
valuations and issue prices of the Certificates, including the price, yield,
prepayment assumption and projected cash flow of the Certificates.

            (b) The Master Servicer and the Special Servicer each shall furnish
such reports, certifications and information in its possession, and access to
such books and records maintained thereby, as may relate to the Certificates or
the Trust Fund and as shall be reasonably requested by the Trustee in order to
enable it to perform its duties under this Article X.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS


            SECTION 11.01     Amendment.

            (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders or any of the Non-Trust Companion Loan Holders, (i) to cure
any ambiguity, (ii) to correct, modify or supplement any provision herein which
may be inconsistent with any other provision herein or to correct any error,
(iii) to make any other provisions with respect to matters or questions arising
hereunder which shall not be inconsistent with the then existing provisions
hereof, (iv) as evidenced by an Opinion of Counsel delivered to the Trustee, the
Master Servicer and the Special Servicer, to relax or eliminate (A) any
requirement hereunder imposed by the REMIC Provisions (if the REMIC Provisions
are amended or clarified such that any such requirement may be relaxed or
eliminated) or (B) any transfer restriction imposed on the Certificates pursuant
to Section 5.02(b) or Section 5.02(c) (if applicable law is amended or clarified
such that any such restriction may be relaxed or eliminated), (v) as evidenced
by an Opinion of Counsel delivered to the Trustee, either (X) to comply with any
requirements imposed by the Code or any successor or amendatory statute or any
temporary or final regulation, revenue ruling, revenue procedure or other
written official announcement or interpretation relating to federal income tax
laws or any such proposed action which, if made effective, would apply
retroactively to any REMIC Pool or either Grantor Trust Pool at least from the
effective date of such amendment, or (Y) to avoid the occurrence of a prohibited
transaction or to reduce the incidence of any tax that would arise from any
actions taken with respect to the operation of any REMIC Pool or either Grantor
Trust Pool, (vi) subject to Section 5.02(d)(iv), to modify, add to or eliminate
any of the provisions of Section 5.02(d)(i), (ii) or (iii), or (vii) to avoid an
Adverse Rating Event with respect to any Class of Rated Certificates; provided
that no such amendment may significantly change the activities of the Trust; and
provided, further, that any such amendment for the specific purposes described
in clause (iii), (iv) or (vii) above shall not adversely affect in any material
respect the interests of any Certificateholder, any Non-Trust Companion Loan
Holder or any third-party beneficiary to this Agreement or any provision hereof,
as evidenced by the Trustee's receipt of an Opinion of Counsel to that effect
(or, alternatively, in the case of a Class of Rated Certificates, written
confirmation from each applicable Rating Agency to the effect that such
amendment shall not result in an Adverse Rating Event with respect to any Class
of Rated Certificates); and provided, further, that with respect to any such
amendment for the specific purposes described in clause (iii) above, the Trustee
shall receive written confirmation from each applicable Rating Agency to the
effect that such amendment shall not result in an Adverse Rating Event with
respect to any Class of Rated Certificates.

            (b) This Agreement may also be amended from time to time by the
mutual agreement of the parties hereto, with the consent of the Holders of
Certificates entitled to not less than 51% of the Voting Rights allocated to all
of the Classes that are materially affected by the amendment, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders of Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments received or
advanced on Mortgage Loans and/or REO Properties which are required to be
distributed on any Certificate, without the consent of the Holder of such
Certificate, or which are required to be distributed to any Non-Trust Companion
Loan Holder, without the consent of such Non-Trust Companion Loan Holder, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates or the interests of any Non-Trust Companion Loan Holder in
a manner other than as described in clause (i) above, without the consent of the
Holders of all Certificates of such Class or the consent of any such Non-Trust
Companion Loan Holder, as applicable, (iii) modify the provisions of this
Section 11.01 or the definition of "Servicing Standard", without the consent of
the Holders of all Certificates then outstanding and the consent of the
Non-Trust Companion Loan Holders, (iv) significantly change the activities of
the Trust, without the consent of the Holders of Certificates entitled to not
less than 66 2/3% of all the Voting Rights (not taking into account Certificates
held by the Depositor or any of its Affiliates or agents), or (v) adversely
affect in any material respect the interests of any third-party beneficiary to
this Agreement or any provision herein, without the consent of such third-party
beneficiary. Notwithstanding any other provision of this Agreement, for purposes
of the giving or withholding of consents pursuant to this Section 11.01,
Certificates registered in the name of the Depositor or any Affiliate of the
Depositor shall be entitled to the same Voting Rights with respect to the
matters described above as they would if registered in the name of any other
Person.

            (c) Notwithstanding any contrary provision of this Agreement, the
Trustee, the Master Servicer and the Special Servicer shall not consent to any
amendment to this Agreement unless each of them shall first have obtained or
been furnished with an Opinion of Counsel to the effect that neither such
amendment nor the exercise of any power granted to any party hereto in
accordance with such amendment will result in an Adverse REMIC Event with
respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to
either Grantor Trust Pool.

            (d) Promptly after the execution and delivery of any amendment by
all parties thereto, the Trustee shall send a copy thereof to each
Certificateholder and each Non-Trust Companion Loan Holder and to each Rating
Agency.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization, execution and delivery thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

            (f) The Trustee may but shall not be obligated to enter into any
amendment pursuant to this Section 11.01 that affects its rights, duties and
immunities under this Agreement or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Trustee requests any amendment of this Agreement
that it reasonably believes protects or is in furtherance of the rights and
interests of Certificateholders, the cost of any Opinion of Counsel required in
connection therewith pursuant to Section 11.01(a) or (c) shall be payable out of
the Distribution Account.

            SECTION 11.02     Recordation of Agreement; Counterparts.

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Depositor on direction by
the Trustee, but only upon direction accompanied by an Opinion of Counsel (the
cost of which shall be paid by the Depositor or, to the extent that it benefits
any Non-Trust Companion Loan Holder, by such Non-Trust Companion Loan Holder) to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders and/or the Non-Trust Companion Loan Holders.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            SECTION 11.03     Limitation on Rights of Certificateholders and
                              Non-Trust Companion Loan Holders.

            (a) The death or incapacity of any Certificateholder or any
Non-Trust Companion Loan Holder shall not operate to terminate this Agreement or
the Trust Fund, nor entitle such Certificateholder's or Non-Trust Companion Loan
Holder's legal representatives or heirs to claim an accounting or to take any
action or proceeding in any court for a partition or winding up of the Trust
Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

            (b) No Certificateholder or Non-Trust Companion Loan Holder shall
have any right to vote (except as expressly provided for herein) or in any
manner otherwise control the operation and management of the Trust Fund, or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to constitute the
Certificateholders and/or the Non-Trust Companion Loan Holders from time to time
as partners or members of an association; nor shall any Certificateholder or any
Non-Trust Companion Loan Holder be under any liability to any third party by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.

            (c) No Certificateholder or Non-Trust Companion Loan Holder shall
have any right by virtue of any provision of this Agreement to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Agreement or any Mortgage Loan, unless, in the case of a Certificateholder,
with respect to any suit, action or proceeding upon or under or with respect to
this Agreement, such Holder previously shall have given to the Trustee a written
notice of default hereunder, and of the continuance thereof, as hereinbefore
provided, and unless also (except in the case of a default by the Trustee) the
Holders of Certificates of any Class evidencing not less than 25% of the Voting
Rights shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it hereunder or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction of
any of the Holders of Certificates unless such Holders have offered to the
Trustee reasonable security against the costs, expenses and liabilities which
may be incurred therein or hereby.

            It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

            SECTION 11.04     Governing Law.

            This Agreement and the Certificates shall be construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed entirely in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. The
parties hereto intend that the provisions of Section 5-1401 of the New York
General Obligations Law shall apply to this Agreement.

            SECTION 11.05     Notices.

            Any communications provided for or permitted hereunder shall be in
writing (including by telecopy) and, unless otherwise expressly provided herein,
shall be deemed to have been duly given when delivered to or, in the case of
telecopy notice, when received: (i) in the case of the Depositor, Credit Suisse
First Boston Mortgage Securities Corp., 11 Madison Avenue, 5th Floor, New York,
New York 10010, Attention: Edmund Taylor, telecopy number: (212) 743-4756 (with
a copy to Pamela McCormack, telecopy number: (917) 326-7805); (ii) in the case
of the Master Servicer, KeyCorp Real Estate Capital Markets, Inc., 911 Main
Street, Suite 1500, Kansas City, Missouri 64105, telecopy number: (816)
221-8848, Attention: E.J. Burke (with a copy to Robert C. Bowes, KeyBank
National Association, 127 Public Square, Cleveland, Ohio 44114, telecopy: (216)
689-5681); (iii) in the case of the Special Servicer, Lennar Partners, Inc., 760
Northwest 107th Avenue, Suite 400, Miami, Florida 33172, Attention: Ron
Schrager, telecopy number: (305) 226-3428; (iv) in the case of the Trustee,
Wells Fargo Bank Minnesota, N.A., to the Corporate Trust Office, telecopy number
(410) 715-2380; (v) in the case of the Rating Agencies, (A) Moody's Investors
Service Inc., 99 Church Street, New York, New York 10007, Attention: Commercial
MBS Monitoring Department, telecopy number (212) 553-0300 and (B) Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, New York, New York 10041, Attention: CMBS Surveillance Department,
telecopy number: (212) 438-2662; (vi) in the case of a Mortgage Loan Seller, the
address for notices to such Mortgage Loan Seller under the related Mortgage Loan
Purchase Agreement; and (vii) in the case of the Column Performance Guarantor,
the address for notices to the Column Performance Guarantor under the Column
Performance Guarantee; or as to each such Person such other address and/or
telecopy number as may hereafter be furnished by such Person to the parties
hereto in writing. Any communication required or permitted to be delivered to a
Certificateholder shall be deemed to have been duly given when mailed first
class, postage prepaid, to the address of such Holder as shown in the
Certificate Register.

            SECTION 11.06     Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            SECTION 11.07     Grant of a Security Interest.

            The Depositor and the Trustee intend that the conveyance of the
Depositor's right, title and interest in and to the Trust Mortgage Loans
pursuant to this Agreement shall constitute a sale and not a pledge of security
for a loan. If such conveyance is deemed to be a pledge of security for a loan,
however, the Depositor and the Trustee intend that the rights and obligations of
the parties to such loan shall be established pursuant to the terms of this
Agreement. The Depositor also intends and agrees that, in such event, (i) the
Depositor shall be deemed to have granted to the Trustee (in such capacity) a
first priority security interest in the Depositor's entire right, title and
interest in and to the assets comprising the Trust Fund, including without
limitation, the Trust Mortgage Loans, all principal and interest received or
receivable with respect to the Trust Mortgage Loans (other than principal and
interest payments due and payable prior to the Cut-off Date and Principal
Prepayments received prior to the Cut-off Date), all amounts held from time to
time in the Collection Account, any Mortgage Loan Combination Custodial Account
(insofar as such amounts relate to the related Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto), the Distribution
Account and, if established, the REO Account, and all reinvestment earnings on
such amounts, and all of the Depositor's right, title and interest in and to the
proceeds of any title, hazard or other Insurance Policies related to such Trust
Mortgage Loans and (ii) this Agreement shall constitute a security agreement
under applicable law. This Section 11.07 shall constitute notice to the Trustee
pursuant to any of the requirements of the applicable UCC.

            SECTION 11.08     Successors and Assigns; Beneficiaries.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders, the
Non-Trust Companion Loan Holders and the other Persons referred to in Section
6.03. No other person, including, without limitation, any Borrower, shall be
entitled to any benefit or equitable right, remedy or claim under this
Agreement.

            SECTION 11.09     Article and Section Headings.

            The article and Section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            SECTION 11.10     Notices to Rating Agencies.

            (a) The Trustee shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which a
Responsible Officer of the Trustee has actual knowledge:

                  (i) any material change or amendment to this Agreement;

                  (ii) the occurrence of any Event of Default that has not been
      cured;

                  (iii) the resignation or termination of the Master Servicer or
      the Special Servicer;

                  (iv) any change in the location of the Distribution Account,
      the Excess Interest Distribution Account, the Excess Liquidation Proceeds
      Account or the Interest Reserve Account;

                  (v) the repurchase of Trust Mortgage Loans by or on behalf of
      any Mortgage Loan Seller pursuant to Section 7 of the related Mortgage
      Loan Purchase Agreement or the Column Performance Guarantee; and

                  (vi) the final payment to any Class of Certificateholders.

            (b) The Master Servicer shall use reasonable efforts promptly to
provide notice to each Rating Agency with respect to each of the following of
which it has actual knowledge:

                  (i) the resignation or removal of the Trustee; and

                  (ii) any change in the location of the Collection Account or
      any Mortgage Loan Combination Custodial Account.

            (c) Each of the Master Servicer and the Special Servicer shall
promptly furnish to each Rating Agency copies of the following:

                  (i) each of its annual statements as to compliance described
      in Section 3.13;

                  (ii) all reports and other items for Trust Mortgage Loans
      delivered by each of the Master Servicer and Special Servicer pursuant to
      Section 3.12 (to the extent requested by such Rating Agency);

                  (iii) each of its annual independent public accountants'
      servicing reports described in Section 3.14;

                  (iv) each waiver and consent provided pursuant to Section 3.08
      for Trust Mortgage Loans that, in each case, represent 2% or more of the
      aggregate principal balance of the Mortgage Pool;

                  (v) any officers' certificates delivered by the Master
      Servicer and the Special Servicer to the Trustee;

                  (vi) all site inspections (to the extent requested by such
      Rating Agency);

                  (vii) all operating statements (to the extent requested by
      such Rating Agency);

                  (viii) all rent rolls and sales reports to the extent provided
      by the Borrowers and requested by such Rating Agency;

                  (ix) any proposed no downgrade request;

                  (x) any extension or modification of the Maturity Date of any
      Trust Mortgage Loan;

                  (xi) any modification, waiver or amendment of any material
      term of any Trust Mortgage Loan with a Stated Principal Balance in excess
      of $5,000,000; and

                  (xii) any other document that shall be reasonably requested by
      any Rating Agency.

            (d) The Trustee shall promptly after each Distribution Date make
available to each Rating Agency a copy of the related Trustee Report.

            (e) If any Mayfair Mall Non-Trust Companion Loan is included in a
rated securitization, each of the Master Servicer and the Special Servicer shall
(at no expense to the Trust Fund) furnish to any of the rating agencies
monitoring securities backed by such Mayfair Mall Non-Trust Companion Loan such
information with respect to such Mayfair Mall Non-Trust Companion Loan as such
rating agency shall reasonably request and which the Master Servicer or the
Special Servicer, as the case may be, can reasonably provide to the extent
consistent with applicable law and the related Mortgage Loan Documents and
without waiving any attorney-client privilege relating to such information. The
Master Servicer and the Special Servicer hereby agree to deliver to each Rating
Agency any information such Rating Agency may reasonably request.

<PAGE>

            IN WITNESS WHEREOF, the parties to this Pooling and Servicing
Agreement have caused their names to be signed hereto by their respective
officers thereunto duly authorized, in each case as of the day and year first
above written.

                                   CREDIT SUISSE FIRST BOSTON MORTGAGE
                                   SECURITIES CORP.
                                    Depositor


                                   By: _________________________________________
                                       Name:
                                       Title:



                                   KEYCORP REAL ESTATE CAPITAL MARKETS, INC.
                                    Master Servicer

                                   By: _________________________________________
                                       Name:
                                       Title:



                                   LENNAR PARTNERS, INC.
                                    Special Servicer


                                   By: _________________________________________
                                       Name:
                                       Title:



                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                    as Trustee


                                   By: _________________________________________
                                       Name:
                                       Title:




<PAGE>

STATE OF NEW YORK                )
                                 )  ss.:
COUNTY OF NEW YORK               )



            On the ___ day of September, 2003 before me, a notary public in and
for said State, personally appeared _____________________________, known to me
to be a ______________ of Credit Suisse First Boston Mortgage Securities Corp.,
one of the entities that executed the within instrument, and also known to me to
be the person who executed it on behalf of said entity, and acknowledged to me
that such entity executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                        ________________________________________
                                                      Notary Public


<PAGE>


STATE OF MISSOURI                )
                                 )  ss.:
COUNTY OF JACKSON                )



            On the ___ day of September, 2003 before me, a notary public in and
for said State, personally appeared ________________________, known to me to be
a ________________________ of KeyCorp Real Estate Capital Markets, Inc., one of
the entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                        ________________________________________
                                                      Notary Public


<PAGE>


STATE OF FLORIDA                 )
                                 )  ss.:
COUNTY OF MIAMI-DADE             )



            On the ___ day of September, 2003 before me, a notary public in and
for said State, personally appeared ____________________________, known to me to
be a ____________________________ of Lennar Partners, Inc., one of the entities
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said entity, and acknowledged to me that such entity
executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                        ________________________________________
                                                      Notary Public


<PAGE>


STATE OF NEW YORK                )
                                 )  ss.:
COUNTY OF NEW YORK               )



            On the ___ day of September, 2003 before me, a notary public in and
for said State, personally appeared ____________________________, known to me to
be a ____________________________ of Wells Fargo Bank Minnesota, N.A., one of
the entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of said entity, and acknowledged to me that
such entity executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                        ________________________________________
                                                      Notary Public

<PAGE>

                                    EXHIBIT O

                FORM OF WRITTEN NOTICE TO 2003-C4 MASTER SERVICER

                               AND 2003-C4 TRUSTEE


KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500
Kansas City, Missouri  64105
Attention: E.J. Burke

KeyBank National Association
127 Public Square, Cleveland, Ohio  44114
Attention: Robert C. Bowes

Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045-1951

Attention: Credit Suisse First Boston Mortgage Securities Corp.,
           Commercial Mortgage Pass-Through Certificates, Series 2003-C4

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series 2003-C5

Ladies and Gentlemen:

            Pursuant to Section 3.02(c) of the Pooling and Servicing Agreement
      dated as of December 1, 2003, relating to the above-referenced
      Certificates (the "Agreement"), Wells Fargo Bank Minnesota, N.A. as
      trustee under the Agreement (the "Trustee"), hereby notifies KeyCorp Real
      Estate Capital Markets, Inc., as master servicer (the "Series 2003-C4
      Master Servicer") and Wells Fargo Bank Minnesota, N.A., as trustee (the
      "Series 2003-C4 Trustee") under the Pooling and Servicing Agreement, dated
      September 11, 2003, relating to the Credit Suisse First Boston Mortgage
      Securities Corp., Commercial Mortgage Pass-Through Certificates Series
      2003-C4 (the "Series 2003-C4 PSA"), that, as of December 5, 2003, the
      Trustee is the holder of the loan referred to the Series 2003-C4 Pooling
      and Servicing Agreement as a "Mayfair Mall Non-Trust Companion Loan" (the
      "Mayfair Mall Loan").

            Furthermore, the Trustee hereby directs the Series 2003-C4 Master
      Servicer to remit to Midland Loan Services, Inc., as master servicer under
      the Agreement (the "Series 2003-C5 Master Servicer") all amounts payable
      to, and to forward, deliver or otherwise make available, as the case may
      be, to the Series 2003-C5 Master Servicer all reports, statements,
      documents, communications and other information that are to be forwarded,
      delivered or otherwise made available to, the holder of the Mayfair Mall
      Loan under the Mayfair Mall Intecreditor Agreement and the Series 2003-C4
      PSA.

                                       WELLS FARGO BANK MINNESOTA, N.A., as
                                       Trustee

                                       By: _________________________________
                                       Name
                                       Title:

<PAGE>

                                    Exhibit P

              Form of Notice Regarding Defeasance of Mortgage Loan

       For loans not among ten largest and having balance of less than (a)
               $20,000,000 and (b) 5% of outstanding pool balance

To: Standard & Poor's Ratings Services
55 Water Street
New York, New York 10041
Attn: Commercial Mortgage Surveillance

From: _________, in its capacity as Servicer (the "Servicer") under the
Pooling and Servicing Agreement dated as of ________ (the "Pooling and
Servicing Agreement"), among the Servicer, _________ as Trustee, and others.

Date: _________, 20___

      Re:   Commercial Mortgage Pass-Through Certificates, Series Mortgage Loan
            (the "Mortgage Loan") heretofore secured by real property known as
            _______.

            Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement. [Note: all terms
in this notice should be conformed to terms used in the Pooling and Servicing
Agreement]

THE STATEMENTS SET FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE
UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD
SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE "SERVICING STANDARD"), AND
(B) WITHOUT INTENDING TO WARRANT THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR
STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER THE POOLING AND
SERVICING AGREEMENT AND THE SERVICING STANDARD

            We hereby notify you and confirm that each of the following is true,
subject to those exceptions, if any, set forth on Exhibit A hereto, which
exceptions the Servicer has determined, consistent with the Servicing Standard,
will have no material adverse effect on the Mortgage Loan or the defeasance
transaction:

            3.    The Mortgagor has consummated a defeasance of the Mortgage
                  Loan of the type checked below:

                  ____ a full defeasance of the entire outstanding principal
                  balance ($___________) of the Mortgage Loan; or

                  ____ a partial defeasance of a portion ($__________) of the
                  Mortgage Loan that represents ___% of the entire principal
                  balance of the Mortgage Loan ($________);

            4.    The defeasance was consummated on __________, 20__.

            5.    The defeasance was completed in all material respects in
                  accordance with the conditions for defeasance specified in the
                  Mortgage Loan Documents and in accordance with the Servicing
                  Standard.

            6.    The defeasance collateral consists only of one or more of the
                  following: (i) direct debt obligations of the U.S. Treasury,
                  (ii) direct debt obligations of the Federal National Mortgage
                  Association, (iii) direct debt obligations of the Federal Home
                  Loan Mortgage Corporation, or (iv) interest-only direct debt
                  obligations of the Resolution Funding Corporation. Such
                  defeasance collateral consists of securities that (i) if they
                  include a principal obligation, the principal due at maturity
                  cannot vary or change, (ii) provide for interest at a fixed
                  rate and (iii) are not subject to prepayment, call or early
                  redemption.

            7.    After the defeasance, the defeasance collateral will be owned
                  by an entity (the "Defeasance Obligor") that: (i) is the
                  original Borrower, (ii) is a Single-Purpose Entity (as defined
                  in the S&P Criteria), (iii) is subject to restrictions in its
                  organizational documents substantially similar to those
                  contained in the organizational documents of the original
                  Borrower with respect to bankruptcy remoteness and single
                  purpose, (iv) has been designated as the Defeasance Obligor by
                  the originator of the Mortgage Loan pursuant to the terms of
                  the Mortgage Loan Documents, or (v) has delivered a letter
                  from Standard & Poor's confirming that the organizational
                  documents of such Defeasance Obligor were previously approved
                  by Standard & Poor's. The Defeasance Obligor owns no assets
                  other than defeasance collateral and (only in the case of the
                  original Borrower) real property securing one or more Mortgage
                  Loans included in the pool under the Pooling and Servicing
                  Agreement (the "Pool").

            8.    If such Defeasance Obligor (together with its affiliates)
                  holds more than one defeased loan, it does not (together with
                  its affiliates) hold defeased loans aggregating more than $20
                  Million or more than five percent (5%) of the aggregate
                  certificate balance of the Certificates as of the date of the
                  most recent Paying Agent's Monthly Certificateholder Report
                  received by Servicer (the "Current Report").

            9.    The defeasance documents require that the defeasance
                  collateral be credited to an eligible account (as defined in
                  the S&P Criteria) that must be maintained as a securities
                  account by a securities intermediary that is at all times an
                  Eligible Institution (as defined in the S&P Criteria). The
                  securities intermediary may reinvest proceeds of the
                  defeasance collateral only in Permitted Investments (as
                  defined in the Pooling and Servicing Agreement).

            10.   The securities intermediary is obligated to pay from the
                  proceeds of the defeasance collateral, directly to the
                  Servicer's collection account, all scheduled payments on the
                  Mortgage Loan or, in a partial defeasance, not less than 125%
                  of the portion of such scheduled payments attributed to the
                  allocated loan amount for the real property defeased (the
                  "Scheduled Payments").

            11.   The Servicer received written confirmation from an independent
                  certified public accountant stating that (i) revenues from the
                  defeasance collateral (without taking into account any
                  earnings on reinvestment of such revenues) will be sufficient
                  to timely pay each of the Scheduled Payments including the
                  payment in full of the Mortgage Loan (or the allocated portion
                  thereof in connection with a partial defeasance) on its
                  Maturity Date (or, in the case of an ARD Loan, on its
                  Anticipated Repayment Date), (ii) the revenues received in any
                  month from the defeasance collateral will be applied to make
                  Scheduled Payments within four (4) months after the date of
                  receipt, (iii) the defeasance collateral is not subject to
                  prepayment, call or early redemption, and (iv) interest income
                  from the defeasance collateral to the Defeasance Obligor in
                  any tax year will not exceed such Defeasance Obligor's
                  interest expense for the Mortgage Loan (or the allocated
                  portion thereof in a partial defeasance) for such year, other
                  than in the year in which the Maturity Date or Anticipated
                  Repayment Date will occur, when interest income will exceed
                  interest expense.

            12.   The Servicer received opinions of counsel that, subject to
                  customary qualifications, (i) the defeasance will not cause
                  the Trust to fail to qualify as a REMIC for purpose of the
                  Internal Revenue Code, (ii) the agreements executed by the
                  Mortgagor and the Defeasance Obligor in connection with the
                  defeasance are enforceable against them in accordance with
                  their terms, and (iii) the Trustee will have a perfected,
                  first priority security interest in the defeasance collateral.

            13.   The agreements executed in connection with the defeasance (i)
                  prohibit subordinate liens against the defeasance collateral,
                  (ii) provide for payment from sources other than the
                  defeasance collateral of all fees and expenses of the
                  securities intermediary for administering the defeasance and
                  the securities account and all fees and expenses of
                  maintaining the existence of the Defeasance Obligor, (iii)
                  permit release of surplus defeasance collateral and earnings
                  on reinvestment to the Defeasance Obligor only after the
                  Mortgage Loan has been paid in full, (iv) include
                  representations and/or covenants of the Mortgagor and/or
                  securities intermediary substantially as set forth on Exhibit
                  B hereto, (v) provide for survival of such representations;
                  and (vi) do not permit waiver of such representations and
                  covenants.

            14.   The outstanding principal balance of the Mortgage Loan
                  immediately before the defeasance was less than $20,000,000
                  and less than 5% of the aggregate certificate balance of the
                  Certificates as of the date of the current Report. The
                  Mortgage Loan is not one of the ten (10) largest loans in the
                  pool.

            15.   Copies of all material agreements, instruments, organizational
                  documents, opinions of counsel, accountant's report and other
                  items delivered in connection with the defeasance will be
                  provided to you upon request.

            16.   The individual executing this notice is an authorized officer
                  or a servicing officer of the Servicer.

            IN WITNESS WHEREOF, the Servicer has caused this notice to be
executed as of the date captioned above.

                                    SERVICER:_________________________________

                                    By:________________________________________
                                    Name:
                                    Title:

<PAGE>

                                    EXHIBIT B

                   Perfected Security Interest Representations

General:

1. [The defeasance agreements] create a valid and continuing security interest
(as defined in the applicable UCC) in the [Collateral, Securities Account and
Deposit Account] in favor of the [Secured Party], which security interest is
prior to all other [Liens], and is enforceable as such as against creditors of
and purchasers from [Debtor].

Note that "Collateral" means securities, permitted investments and other assets
credited to securities accounts.

2. The [Deposit Account], constitutes a "deposit account" within the meaning of
the applicable UCC.

3. All of the [Collateral] has been and will have been credited to a [Securities
Account]. The securities intermediary for the [Securities Account] has agreed to
treat all assets credited to the [Securities Account] as "financial assets"
within the meaning of the UCC.

Creation:

4. [Debtor] owns and has good and marketable title to the [Collateral,
Securities Account and Deposit Account] free and clear of any [Lien], claim or
encumbrance of any Person.

5. [Debtor] has received all consents and approvals required by the terms of the
[Collateral] to the transfer to the [Secured Party] of its interest and rights
in the [Collateral] hereunder.

Perfection:

6. [Debtor] has caused or will have caused, within ten (10) days, the filing of
all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security
interest granted in the [Collateral, Securities Account and Deposit Account] to
the [Secured Party] hereunder.

7. [Debtor] has delivered to[Secured Party] a fully executed agreement pursuant
to which the securities intermediary or the account bank has agreed to comply
with all instructions originated by the [Secured Party] relating to the
[Securities Account] or directing disposition of the funds in the [Deposit
Account] without further consent by the [Debtor].

8. [Debtor] has taken all steps necessary to cause the securities intermediary
to identify in its records the [Secured Party] as the person :having a security
entitlement against the securities intermediary in the [Securities Account].

9. [Debtor] has taken all steps necessary to cause [Secured Party] to become the
account holder of the [Deposit Account].

Priority:

10. Other than the security interest granted to the [Secured Party] pursuant to
this Agreement, [Debtor] has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed any of the [Collateral, Securities Account
and Deposit Account]. [Debtor] has not authorized the filing of and is not aware
of any financing statements against [Debtor] that include a description of
collateral covering the [Collateral, Securities Account and Deposit Account]
other than any financing statement relating to the security interest granted to
the [Secured Party] hereunder or that has been terminated. Debtor is not aware
of any judgment or tax lien filings against [Debtor].

11. The [Securities Account and Deposit Account] are not in the name of any
person other than the [Debtor] or the [Secured Party]. The [Debtor] has not
consented to the securities intermediary of any [Securities Account] or the
account bank of any [Deposit Account] to comply with entitlement orders or
instructions of any person other than the [Secured Party].