Exhibit 4.1

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              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
                                    Depositor

                         [____________________________],
                              Master Servicer No. 1

                         [____________________________],
                              Master Servicer No. 2

                         [____________________________],
                              Master Servicer No. 3

                         [____________________________],
                             Special Servicer No. 1

                         [____________________________],
                             Special Servicer No. 2

                         [____________________________],
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                           Dated as of [_____________]

                                $[_____________]
                  Commercial Mortgage Pass-Through Certificates
                               Series [_________]

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01  Defined Terms....................................................5
Section 1.02  Certain Calculations...........................................102
Section 1.03  General Interpretive Principles................................103
Section 1.04  Certain Matters with Respect to the Loan A Total Loan..........104
Section 1.05  Certain Considerations Regarding Reimbursements of
               Nonrecoverable Advances and Workout-Delayed
               Reimbursement Amounts.........................................105

                                   ARTICLE II

             CONVEYANCE OF LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Loans............................................107
Section 2.02  Acceptance by Trustee..........................................111
Section 2.03  Representations, Warranties and Covenants of the
               Depositor; Repurchase and Substitution of Loans by the
               Responsible Parties for Defects in Mortgage Files,
               Breaches of Representations and Warranties and Other
               Matters.......................................................113
Section 2.04  Issuance of Uncertificated Lower-Tier Interests and the
               Loan REMIC Regular Interests; Execution of Certificates.......120

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01  General Servicing Matters......................................121
Section 3.02  Collection of Loan Payments....................................125
Section 3.03  Collection of Taxes, Assessments and Similar Items;
               Servicing Accounts............................................129
Section 3.04  The Collection Accounts, Distribution Account and Excess
               Interest Distribution Account.................................132
Section 3.05  Permitted Withdrawals from the Collection Accounts and
               the Distribution Account......................................139
Section 3.06  Investment of Funds in the Collection Accounts, Companion
               Loan Custodial Accounts, Junior Loan Custodial Accounts,
               Servicing Accounts, Cash Collateral Accounts, Lock-Box
               Accounts, REO Accounts, Distribution Account, Interest
               Reserve Account and Excess Liquidation Proceeds Account.......148

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Section 3.07  Maintenance of Insurance Policies; Errors and Omissions
               and Fidelity Coverage.........................................150
Section 3.08  Enforcement of Due-On-Sale and Due-On-Encumbrance
               Clauses; Assumption Agreements; Defeasance Provisions;
               Other Provisions..............................................155
Section 3.09  Realization Upon Defaulted Loans...............................161
Section 3.10  Trustee to Cooperate; Release of Mortgage Files................164
Section 3.11  Servicing Compensation.........................................166
Section 3.12  Reports to the Trustee; Collection Account Statements..........172
Section 3.13  Annual Statement as to Compliance..............................178
Section 3.14  Reports by Independent Public Accountants......................178
Section 3.15  Access to Certain Information..................................179
Section 3.16  Title to REO Property; REO Account.............................180
Section 3.17  Management of REO Property.....................................181
Section 3.18  Sale of Defaulted Loans and REO Properties.....................183
Section 3.19  Additional Obligations of the applicable Master Servicer
               and Special Servicer; Inspections; Appraisals.................188
Section 3.20  Modifications, Waivers, Amendments and Consents................192
Section 3.21  Transfer of Servicing Between Master Servicer and Special
               Servicer; Record Keeping; Asset Status Report.................199
Section 3.22  Sub-Servicing Agreements.......................................203
Section 3.23  Representations, Warranties and Covenants of the Master
               Servicers.....................................................205
Section 3.24  Representations, Warranties and Covenants of the Special
               Servicers.....................................................207
Section 3.25  Limitation on Liability of the Directing Certificateholder.....209
Section 3.26  Reports to the Securities and Exchange Commission;
               Available Information.........................................209
Section 3.27  Lock-Box Accounts and Servicing Accounts.......................217
Section 3.28  Interest Reserve Account.......................................217
Section 3.29  Limitations on and Authorizations of the Master Servicers
               and Special Servicers with Respect to Certain Loans...........218
Section 3.30  REMIC Administration...........................................219
Section 3.31  Master Servicer and Special Servicer May Own Certificates......223
Section 3.32  Certain Matters with Respect to the Loan A Total Loan..........223
Section 3.33  Certain Matters Related to the Loan B Total Loan...............234
Section 3.34  Certain Matters Related to the Loan C Total Loan...............235

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01  Distributions..................................................236
Section 4.02  Statements to Certificateholders; Reports by Trustee;
               Other Information Available to the Holders and Others.........246
Section 4.03  P&I Advances...................................................248
Section 4.04  Allocation of Collateral Support Deficit.......................251
Section 4.05  Allocations of Uncovered Prepayment Interest Shortfall
               Amounts.......................................................252


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Section 4.06  Certain Deemed Distributions and Allocations Relating to
               Loan REMICs...................................................253
Section 4.07  Grantor Trust Reporting........................................254

                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01  The Certificates...............................................254
Section 5.02  Registration of Transfer and Exchange of Certificates..........255
Section 5.03  Book-Entry Certificates........................................263
Section 5.04  Mutilated, Destroyed, Lost or Stolen Certificates..............264
Section 5.05  Persons Deemed Owners..........................................265
Section 5.06  Certification by Certificateholders and Certificate Owners.....265

                                   ARTICLE VI

          THE DEPOSITOR, THE MASTER SERVICERS AND THE SPECIAL SERVICERS

Section 6.01  Liability of the Depositor, the Master Servicers and the
               Special Servicers.............................................266
Section 6.02  Merger, Consolidation or Conversion of the Depositor, the
               Master Servicers or the Special Servicers.....................266
Section 6.03  Limitation on Liability of the Trustee, the Depositor,
               the Master Servicers, the Special Servicers and Others........266
Section 6.04  Master Servicers and Special Servicers Not to Resign...........269
Section 6.05  Rights of the Depositor in Respect of the Master
               Servicers and the Special Servicers...........................270

                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Events of Default; Master Servicer and Special Servicer
               Termination...................................................270
Section 7.02  Trustee to Act; Appointment of Successor.......................277
Section 7.03  Notification to Certificateholders.............................278
Section 7.04  Waiver of Events of Default....................................279
Section 7.05  Trustee Advances...............................................279

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01  Duties of Trustee..............................................280
Section 8.02  Certain Matters Affecting the Trustee..........................281
Section 8.03  Trustee Not Liable for Validity or Sufficiency of
               Certificates or Loans.........................................282
Section 8.04  Trustee May Own Certificates...................................283


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Section 8.05  Fees and Expenses of Trustee; Reimbursements and Other
               Payments to Trustee...........................................283
Section 8.06  Eligibility Requirements for Trustee...........................283
Section 8.07  Resignation and Removal of the Trustee.........................284
Section 8.08  Successor Trustee..............................................285
Section 8.09  Merger or Consolidation of Trustee.............................286
Section 8.10  Appointment of Co-Trustee or Separate Trustee..................286
Section 8.11  Appointment of Custodians......................................287
Section 8.12  Access to Certain Information..................................287
Section 8.13  Representations, Warranties and Covenants of the Trustee.......290

                                   ARTICLE IX

                                   TERMINATION

Section 9.01  Termination Upon Repurchase or Liquidation of All Loans........291
Section 9.02  Additional Termination Requirements............................294
Section 9.03  Loan B and Loan C REO Properties...............................295

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.01 Amendment......................................................295
Section 10.02 Recordation of Agreement; Counterparts.........................297
Section 10.03 Limitation on Rights of Certificateholders.....................298
Section 10.04 Governing Law..................................................298
Section 10.05 Notices........................................................299
Section 10.06 Severability of Provisions.....................................299
Section 10.07 Grant of a Security Interest...................................299
Section 10.08 Successors and Assigns; Beneficiaries..........................300
Section 10.09 Article and Section Headings...................................300
Section 10.10 Notices to Rating Agencies.....................................300

                                   ARTICLE XI

                       SERVICING OF THE LOAN C TOTAL LOAN

Section 11.01 General........................................................302
Section 11.02 Application of Loan Payments...................................304
Section 11.03 Inapplicable Provisions........................................304
Section 11.04 The Collection Account and Loan C Companion Loan
               Custodial Account.............................................304
Section 11.05 Loan Documents.................................................305
Section 11.06 Servicing Compensation.........................................305


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Section 11.07 Annual Statement as to Compliance; Reports by Independent
               Public Accountants; Access to Certain Information.............305
Section 11.08 Certain Matters with Respect to the Loan C Total Loan..........305
Section 11.09 P&I Advances...................................................306
Section 11.10 Events of Default..............................................306
Section 11.11 Amendments to the Series [_____] PSA...........................306

                                   ARTICLE XII

                       SERVICING OF THE LOAN B TOTAL LOAN

Section 12.01 General........................................................306
Section 12.02 Application of Loan Payments...................................308
Section 12.03 Inapplicable Provisions........................................308
Section 12.04 Loan B Custodial Account.......................................308
Section 12.05 Loan Documents.................................................309
Section 12.06 Servicing Compensation.........................................309
Section 12.07 Annual Statement as to Compliance; Reports by Independent
               Public Accountants; Access to Certain Information.............309
Section 12.08 Certain Matters with Respect to the Loan B Total Loan..........309
Section 12.09 P&I Advances...................................................310
Section 12.10 Events of Default..............................................310
Section 12.11 Amendments to the Series [_____] PSA...........................311

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EXHIBITS

A-1   Form of Class [__], Class [__], Class [__], Class [__], Class [__] and
      Class [__] Certificates

A-2   Form of Class [__], Class [__] and Class [__] Certificates

A-3   Form of Class [__], Class [__], Class [__], Class [__], Class [__], Class
      [__], Class [__], Class [__], Class [__], Class [__], Class [__] and Class
      [__] Certificates

A-4   Form of Class [__] Certificate

A-5   Form of Class [__] Certificate

B     Mortgage Loan Schedule

C-1   List of Additional Collateral Loans

C-2   List of Mezzanine Loans

D     Form of Request for Release

E     Form of Lost Note Affidavit

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


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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 [__]
      Certificates

H-2   Form of Transferor Certificate for Transfers of Class [__] Certificates

I     Investor Certification

J-1   Form of Intermediate Trustee (or Custodian) Certification

J-2   Form of Final Trustee (or Custodian) Certification

K     Schedule of Reference Rates

L     Form of Sarbanes-Oxley Certification

M     Form of Statement to Certificateholders

N     Form of Notice from Trustee to Loan B Master Servicer and Trustee

O     Form of Notice from Trustee to Loan C Master Servicer and Trustee

P     Form of Notice Regarding Defeasance of Loan

Q     Form of Subordination Agreement for Co-op Loans

R     Form of Acknowledgement of Proposed Special Servicer


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            This Pooling and Servicing Agreement (this "Agreement"), is dated as
of [___________], among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as
Depositor, [____________________________], as Master Servicer No. 1,
[______________________], as Master Servicer No. 2, [___________________], as
Master Servicer No. 3, [__________________], as Special Servicer No. 1,
[___________________], as Special Servicer No. 2, and [____________________], 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
Fund") to be created hereunder, the primary assets of which will be a pool of
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, the Lower-Tier REMIC and the respective Loan
REMICs (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 (each as defined herein) 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 [__] 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 Junior Loan, any interest of any
Junior Loan Holder, any Junior Loan Custodial Account or any Companion Loan, any
interest of 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 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 [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class
[__] and Class [__] Certificates will evidence "regular interests" in the
Upper-Tier REMIC created hereunder. The sole class of "residual interests" in
the Upper-Tier REMIC, as well as the sole class of "residual interests" in the
Lower-Tier REMIC and in each Loan REMIC, will be evidenced by the Class [__]
Certificates.

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            The following table sets forth the designation, the initial
Pass-Through Rate (as defined herein), and the aggregate initial principal
amount (the "Original Class Principal Balance") or notional balance ("Original
Class Notional Amount"), as applicable, for each Class of Certificates
comprising the "regular interests" in the Upper-Tier REMIC:

                                UPPER-TIER REMIC

                                               Original Class Principal Balance
                                                    (or, in the case of the
                                                   Class [___], Class [___]
                             Initial             or Class [___] Certificates,
 Class Designation     Pass-Through Rate(1)     Original Class Notional Amount)
--------------------   --------------------    ---------------------------------
                                           %   $

----------

(1)   Expressed as a rate per annum. Approximate in the case of the Class [__],
      Class [__], Class [__] and Class [__] Certificates.

(2)   Fixed Pass-Through Rate.

(3)   Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(4)   Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(5)   Original Class Notional Amount. The Class [__], Class [__] and Class [__]
      Certificates will not have principal amounts and will not entitle Holders
      to distributions of principal.

(6)   Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(7)   Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(8)   Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(9)   Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.


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<PAGE>

(10)  Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(11)  Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(12)  Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(13)  Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(14)  Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(15)  Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(16)  Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(17)  Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(18)  Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(19)  Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(20)  Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

(21)  Variable Pass-Through Rate. See definition of "Class [__] Pass-Through
      Rate" herein.

The Class [__] Certificates will not have principal amounts or notional balances
and will not bear interest.

                                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 thereon) 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"; provided
that, in the case of each Loan included in a Loan REMIC, the Lower-Tier REMIC
will hold the related Loan REMIC Regular Interest instead of that Loan. The
Class [___], Class [___], Class [___], Class [___], Class [___], Class [___],
Class [___], Class [___], Class [___], Class [___] and Class [___] Lower-Tier
Interests will constitute "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, as well as the sole class of
"residual interests" in the Upper-Tier REMIC and in each Loan REMIC, will be
evidenced by the Class [__] Certificates.

            The following table sets forth the designation, the initial
Lower-Tier Remittance Rate (as defined herein) and the aggregate initial
principal amount (the "Original Lower-Tier Principal Amount") or notional
balance (the "Original Lower-Tier Notional Balance") for each Class of
Uncertificated Lower-Tier Interests.


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<PAGE>

                                                        Original Lower-Tier
                                                          Principal Amount
                                                      (or, in the case of the
                                                     Class [___] Uncertificated
                              Initial Lower-Tier       Interest, the Original
     Class Designation        Remittance Rate(1)    Lower-Tier Notional Balance)
---------------------------   ------------------    ----------------------------
                                                %   $

----------

(1)   Expressed as a rate per annum. Approximate in all cases.

(2)   Variable Lower-Tier Remittance Rate. See the definition of "Lower-Tier
      Remittance Rate" herein.

(3)   Original Lower-Tier Notional Balance.

            The Class [__] Certificates will not have principal amounts or
notional balances and will not bear interest.


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<PAGE>

                                   LOAN REMICS

            As provided herein, the Trustee shall elect or cause an election to
be made to treat Loan B and Loan C (each as defined herein) and, in each such
case, certain other related assets subject to, and identified in, this Agreement
as a REMIC for federal income tax purposes, and each such REMIC will be
designated as a "Loan REMIC". Any uncertificated "regular interest" (a "Loan
REMIC Regular Interest") will be issued with respect to each Loan REMIC. The
sole class of "residual interests" in each Loan REMIC, as well as the sole class
of "residual interests" in each of the Lower-Tier REMIC and the Upper-Tier
REMIC, will be evidenced by the Class [__] Certificates.

            Each Loan REMIC Regular Interest will: (i) accrue interest at the
Net Mortgage Pass-Through Rate in effect from time to time for the Loan in the
related Loan REMIC or any successor REO Loan with respect thereto; (ii) have an
initial principal amount equal to the Cut-off Date Principal Balance for the
Loan in the related Loan REMIC; and (iii) bear a numeric designation that is the
same as the loan number for the Loan in the related Loan REMIC. The Class [__]
Certificates will not have principal amounts or notional balances and will not
bear interest.

            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 [__] 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
$[_____________].

            In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicers, the Special Servicers 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": Loan A, Loan B, Loan C and each CBA A Loan, each of which
are senior in right of payment to the related Junior Loan(s), if any, and pari
passu in right of payment to the related Companion Loan, if any.


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<PAGE>

            "A Note": With respect to any A Loan, the Mortgage Note included in
the Trust Fund, which is senior in right of payment to the related Junior 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 Class Principal Balance of such Class (or, in the case of a Class of
Interest-Only Certificates, on the Class Notional Amount thereof) immediately
prior to such Distribution Date. The Accrued Certificate Interest Amount for
each such Class shall be calculated on a 30/360 Basis.

            "Accrued Component Interest Amount": With respect to each Component
of the Class [__] and Class [__] Certificates for any Distribution Date, an
amount equal to interest for the related Interest Accrual Period at the Class
[__] Strip Rate or Class [__] Strip Rate, as applicable, with respect to such
Component for such Distribution Date, accrued on the Component Notional Amount
of such Component outstanding immediately prior to such Distribution Date. The
Accrued Component Interest Amount for each Component shall be calculated on a
30/360 Basis.

            "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 Loan B REO Property or Loan C 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 (or any interest
therein) 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 such
Additional Collateral Loan.

            "Additional Collateral Loan": Any of the Loans identified on Exhibit
C-1 hereto.

            "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 a Master Servicer and/or a
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


                                      -6-
<PAGE>

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.

            "Adjusted Lower-Tier Remittance Rate": With respect to any of the
Class [___], Class [___], Class [___], Class [___], Class [___], Class [___],
Class [___], Class [___], Class [___],Class [___] and Class [___] Lower-Tier
Interests, for any Distribution Date up to and including the related Class [__]
Termination Date, an annual rate equal to the Reference Rate for such
Distribution Date, and for any Distribution Date subsequent to the related Class
[__] Termination Date, an annual rate equal to the Pass-Through Rate in effect
for such Distribution Date for the Corresponding Class of Sequential Pay
Certificates in respect of such Uncertificated Lower-Tier Interest. With respect
to any of the Class [___], Class [___], Class [___], Class [___], Class [___],
Class [___], Class [___], Class [___], Class [___] and Class [___] Lower-Tier
Interests, for any Distribution Date, an annual rate equal to the Pass-Through
Rate in effect for such Distribution Date for the Corresponding Class of
Sequential Pay Certificates in respect of such Uncertificated Lower-Tier
Interest.

            "Administered REO Property": Any REO Property other than, if
applicable, any Loan B REO Property or Loan C 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.

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

            "Alternative Adjusted Lower-Tier Remittance Rate": With respect to
any Uncertificated Lower-Tier Interest (other than the Class [__] Lower-Tier
Interest), for any Distribution Date, the rate per annum equal to the
Pass-Through Rate in effect for such Distribution Date for the Corresponding
Class of Sequential Pay Certificates in respect of such Uncertificated
Lower-Tier Interest.

            "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 or obtained in connection with the origination of the Loan.


                                      -7-
<PAGE>

            "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 applicable Special Servicer equal to the excess, if any, of: (a) the
Stated Principal Balance of such Loan; over (b) the excess, if any, of (i) the
sum of (A) 90% of the Appraised Value (as such Appraised Value may be adjusted
downward by the applicable Special Servicer in accordance with the Servicing
Standard, without implying any duty to do so, based on the applicable Special
Servicer's review of the Appraisal or such other information as the applicable
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 applicable 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 applicable Master Servicer as a Servicing Advance) or an internal
valuation performed by the applicable Special Servicer, plus (B) any letter of
credit, reserve, escrow or similar amount held by the applicable 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 applicable 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 applicable 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(c) with respect to such Loan, then 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; and provided,
further, that, if the related Mortgaged Property has become an REO Property,
then references to "Loan" above in this definition shall include any successor
REO Loan with respect to the subject Loan.

            In the case of Loan A (or any successor REO Loan with respect
thereto), any Appraisal Reduction Amount will be calculated in respect of the
Loan A Total Loan (or any successor REO Loans with respect thereto), as if it
was a single Loan (or single REO Loan), and any Appraisal Reduction Amount shall
be allocated first to the Loan A C Loan (or any successor REO Loan with respect
thereto), up to the outstanding principal balance of such Junior Loan (or REO
Loan), second to the Loan A B Loan (or any successor REO Loan with respect
thereto), up to the outstanding principal balance of such Junior Loan (or REO
Loan), and then among the Loan A Senior Loans (or any successor REO Loans with
respect thereto), pro rata according to their respective outstanding principal
balances. In the case of any CBA A Loan (or any successor REO Loan with respect
thereto), any Appraisal Reduction Amount will be calculated in respect of the
related CBA A/B Loan Pair (or any successor REO Loans with respect thereto), as
if it was a single Loan (or a single REO Loan), and any Appraisal Reduction
Amount shall first be allocated to the related CBA B Loan (or any successor REO
Loan with respect thereto), up to the outstanding principal balance of such
Junior Loan (or REO Loan), and then any remaining portion of any such Appraisal
Reduction Amount shall be allocated to the related CBA A Loan (or any successor
REO Loan with respect thereto). Any Appraisal Reduction


                                      -8-
<PAGE>

Amount with respect to Loan B or any successor REO Loan with respect thereto
shall be calculated by the Loan B Special Servicer under and in accordance with
the Loan B Servicing Agreement, and any Appraisal Reduction Amount with respect
to Loan C or any successor REO Loan with respect thereto shall be calculated by
the Loan C Special Servicer in accordance with the Loan C Servicing Agreement.

            Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction Amount related to a Loan or any successor REO Loan with
respect thereto will be reduced to zero as of the date such Loan or such REO
Loan (or the related REO Property) 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 applicable 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
such 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 of the Class Principal Balances of all
Classes of Sequential Pay Certificates (other than the Class [__] Sequential Pay
Certificates) have been reduced to zero. The applicable Special Servicer shall
notify the applicable Master Servicer and the Trustee (and, with respect to the
Loan A Total Loan and each CBA A/B Loan Pair, the related Companion Loan
Holder(s) and/or related Junior Loan Holder(s), as applicable) promptly upon the
occurrence of any of the foregoing events.

            "Appraised Value": With respect to any Mortgaged Property (other
than a residential cooperative property), the appraised value thereof (as is) as
determined by the most recent Appraisal obtained or conducted, as appropriate,
pursuant to this Agreement or obtained in connection with the origination of the
Loan, and with respect to any Mortgaged Property that is a residential
cooperative property, the value of such property as shown in the most recent
Appraisal obtained or conducted, as appropriate, pursuant to this Agreement, or
obtained in connection with the origination of the Loan and determined as if
such property were operated as a cooperatively-owned multifamily residential
building (rather than a multifamily rental apartment building).

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


                                      -9-
<PAGE>

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

            "Assignable Primary Servicing Fee": Any Primary Servicing Fee that
is payable to any particular initial Master Servicer 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 (other than Loan B and Loan C),
      Serviced Companion Loan or Junior Loan that is delinquent in respect of
      its Balloon Payment (and, if applicable, any successor REO Loan with
      respect thereto 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, Serviced Companion Loan or
      Junior 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 Loan, Serviced Companion
      Loan or Junior Loan, and (ii) one month's interest on the Stated Principal
      Balance of such Loan, Serviced Companion Loan or Junior Loan (or, if
      applicable, any successor REO Loan with respect thereto) as of the end of
      such Due Period at the applicable Mortgage Rate (less the related Master
      Servicing Fee Rate and Primary Servicing Fee Rate). The amount of the
      Assumed Scheduled Payment for any A Loan, Serviced Companion Loan or
      Junior Loan shall be calculated solely by reference to the terms of such A
      Loan, Serviced Companion Loan or Junior 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
      thereof granted or agreed to by the applicable Master Servicer or the
      applicable Special Servicer pursuant to the terms hereof) and without
      regard to the remittance provisions of the related Intercreditor
      Agreement;

            (b) any REO Loan (other than any Loan B REO Loan or Loan C REO Loan)
      that is not delinquent in respect of its Balloon Payment, an amount equal
      to the sum of (i) the principal portion of the Monthly Payment that would
      have been due on the related Loan on the related Due Date based on the
      original amortization schedule thereof (as calculated with interest at the
      related Mortgage Rate), if applicable, assuming the related Mortgaged
      Property had not become an REO Property, after giving effect to any
      modification of the related Loan, and (ii) one month's interest on the
      Stated Principal Balance of such REO Loan as of the end of such Due Period
      at the applicable Mortgage Rate;


                                      -10-
<PAGE>

            (c) with respect to Loan B and any Loan B REO Loan, an "Assumed
      Scheduled Payment" or similar term under the Loan B Servicing Agreement;
      and

            (d) with respect to Loan C or any Loan C REO Loan, an "Assumed
      Scheduled Payment" or similar term under the Loan C Servicing Agreement.

            "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 respective Collection Accounts as of the close
      of business on the Business Day preceding the Master Servicer Remittance
      Date, exclusive of any portion of such aggregate amount that is comprised
      of one or more 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 amounts in the Collection Accounts that are payable
            or reimbursable to any Person from any such account pursuant to
            clauses (iii) through (xvii), inclusive, and clauses (xix), (xx) and
            (xxi) of Section 3.05(a);

                  (iii) all amounts that are payable or reimbursable to any
            Person from the Distribution Account pursuant to clauses (iii)
            through (vi), inclusive, of Section 3.05(b);

                  (iv) all Yield Maintenance Charges and all Static Prepayment
            Premiums;

                  (v) all amounts deposited in any Collection Account in error;

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

                  (vii) 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, 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) all amounts received with respect to a Serviced Loan
            Combination that are required to be paid to any related Junior Loan
            Holder and/or Companion Loan Holder, as applicable, pursuant to the
            terms of the related Junior Loan and/or Companion Loan, as
            applicable, and the related Intercreditor Agreement (which amounts
            will be deposited into the related Junior Loan Custodial Account


                                      -11-
<PAGE>

            or Companion Loan Custodial Account, as applicable, pursuant to
            Section 3.04 and/or Section 3.05, and withdrawn from such accounts
            pursuant to Section 3.05);

                  (ix) Excess Interest; and

                  (x) 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 Loans in the
      Mortgage Pool from any REO Account to any 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
      Mortgage Pool by the Master Servicers and/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 and all payments required to be made by the Master Servicers
      pursuant to Section 3.02(f);

            (f) 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) if and to the extent not already included in clause (a) hereof,
      any Cure Payment (except for any portion thereof payable or reimbursable
      to the applicable Master Servicer or Special Servicer) made by any Loan B
      Companion Lender, any Loan A Junior Loan Holder, any CBA B Loan Holder or
      Loan C Companion Lender pursuant to the terms of the related Intercreditor
      Agreement during the related Due Period and allocable to principal or
      interest with respect to the related Loan.

For purposes of clarification, the reference to "received on or with respect to
the Loans (and any related REO Properties)" in clause (a) of this definition
means: (x) in the case of Loan B or any Loan B REO Property, if serviced under a
Loan B Servicing Agreement, received by the Loan B Master Servicer, Loan B
Special Servicer or any sub-servicer on behalf of either of them; and (y) in the
case of Loan C or any Loan C REO Property, if serviced under a Loan C Servicing
Agreement, received by the Loan C Master Servicer, Loan C Special Servicer or
any sub-servicer on behalf of either of them.

            "Balloon Loan": Any Loan, Serviced Companion Loan or Junior Loan
that by its terms provides for an amortization schedule extending materially
beyond its Maturity Date or for no amortization prior to 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 Balloon


                                      -12-
<PAGE>

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
or other early collection of principal on any Loan (or any successor REO Loan
with respect thereto) and any of the Class [__], Class [__], Class [__], Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__] and
Class [__] 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 or other early
collection of principal and (b) whose denominator is the amount, if any, by
which the (i) Mortgage Rate on such Loan (or REO Loan) exceeds (ii) the Yield
Rate (as provided by the applicable Master Servicer) used in calculating the
Yield Maintenance Charge with respect to such Principal Prepayment or other
early collection of principal; provided, however, that if such Yield Rate is
greater than or equal to the lesser of (x) the Mortgage Rate on such Loan (or
REO 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.

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

            "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 any Collection Account, the
Distribution Account, the Trustee, any Master Servicer or any Special Servicer
are located, 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 such 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 Loan and Section 3.06, which Person (and
not the Trust) may be taxed on all reinvestment income or gain thereon. The
applicable Master Servicer shall be permitted to make withdrawals therefrom
solely for deposit into a Collection Account or a Servicing Account, or to remit
to the Borrower as required by the related Loan Documents, as applicable. To the


                                      -13-
<PAGE>

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 secured by the Mortgaged Properties
identified on the Mortgage Loan Schedule as [________], [________] and
[_________], respectively, each of which Loans are senior in right of payment to
the related CBA 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 mortgage loan
secured, on a subordinate basis, by the same Mortgage on the same Mortgaged
Property as such CBA A Loan, which subordinate mortgage loan is not included in
the Trust Fund.

            "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": With respect to each CBA A/B Loan
Pair, the related intercreditor agreement entered into by and between the holder
of the related CBA A Loan and the related CBA 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 [______], as executed by the Trustee or
Certificate Registrar and authenticated and delivered hereunder by the
Certificate Registrar.

            "Certificate Notional Amount": With respect to any Class [__], Class
[__] or Class [__] 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 [__],
Class [__] or Class [__] 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.


                                      -14-
<PAGE>

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

            "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, a Master Servicer or a Special Servicer, any Certificate registered in
the name of the Trustee, a Master Servicer, a 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 a Special Servicer's or its
Affiliates' rights as a member of the Controlling Class and (ii) the foregoing
shall not apply if the Trustee, a Master Servicer or a 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 a Master
Servicer or a 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 [__] Sequential Pay Certificate": Any Class [___], Class
[___], Class [___] or Class [___] Certificate.

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

            "Class [___] Pass-Through Rate": [___]% per annum.

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

            "Class [___] Pass-Through Rate": [___]% per annum.

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


                                      -15-
<PAGE>

            "Class [___] Pass-Through Rate": [___]% per annum.

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

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

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

            "Class [__] Component": Any of Component [___], Component [___],
Component [___], Component [___], Component [___], Component [___], Component
[___], Component [___], Component [___], Component [___], Component [___],
Component [___], Component [___], Component [___], Component [___], Component
[___], Component [___], Component [___], Component [___] and Component [___].
Each of the Class [__] Components constitutes a separate "regular interest" in
the Upper-Tier REMIC.

            "Class [__] Notional Amount": As of any date of determination, the
sum of then Component Notional Amounts of the Class [__] Components; provided
that, for reporting purposes, the Class [__] Notional Amount from time to time
shall be calculated in accordance with the Prospectus Supplement.

            "Class [__] Pass-Through Rate": As to any Distribution Date, the per
annum rate, expressed as a percentage, equal to the weighted average of the
respective Class [__] Strip Rates of the Class [__] Components for (and weighted
on the basis of their respective Component Notional Balances immediately prior
to) such Distribution Date; provided that, for reporting purposes, the Class
[__] Pass-Through Rate for each Distribution Date shall be calculated in
accordance with the Prospectus Supplement.

            "Class [__] Strip Rate": With respect to any Class [__] Component,
for any Distribution Date, a rate per annum equal to the excess, if any, of (i)
the lesser of the Lower-Tier Remittance Rate and the Adjusted Lower-Tier
Remittance Rate with respect to such Class [__] Component's Corresponding
Uncertificated Lower-Tier Interest for such Distribution Date, over (ii) the
Alternative Adjusted Lower-Tier Remittance Rate with respect to such Class [__]
Component's Corresponding Uncertificated Lower-Tier Interest for such
Distribution Date.

            "Class [__] Termination Date": With respect to any of the
Uncertificated Lower-Tier Interests specified below, the Distribution Date that
occurs in the month and year indicated below:

                                                      Month and Year of Related
                Class Designation                    Class [__] Termination Date
--------------------------------------------------   ---------------------------


                                      -16-
<PAGE>

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

            "Class [__] Component": Any of Component [___], Component [___],
Component [___], Component [___], Component [___], Component [___], Component
[___], Component [___], Component [___], Component [___], Component [___],
Component [___], Component [___], Component [___], Component [___], Component
[___], Component [___], Component [___], Component [___], Component [___],
Component [___], Component [___], Component [___], Component [___], Component
[___], Component [___], Component [___], Component [___] and Component [___].
Each Class [__] Component constitutes a separate "regular interest" in the
Upper-Tier REMIC.

            "Class [__] Notional Amount": With respect to the Class [__]
Certificates, as of any date of determination, the sum of then Component
Notional Amounts of all of the Class [__] Components.

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

            "Class [__] Strip Rate": With respect to any Class [__] Component,
for any Distribution Date, a rate per annum equal to the excess, if any, of (i)
the Lower-Tier Remittance Rate with respect to such Class [__] Component's
Corresponding Uncertificated Lower-Tier Interest for such Distribution Date,
over (ii) the greater of the Adjusted Lower-Tier Remittance Rate and the
Alternative Adjusted Lower-Tier Remittance Rate with respect to such Class [__]
Component's Corresponding Uncertificated Lower-Tier Interest for such
Distribution Date.

            "Class [__] Certificate": A Certificate designated a "Class [__]" on
the face thereof, substantially in the form of Exhibit A-2 hereto.


                                      -17-
<PAGE>

            "Class [__] Notional Amount": With respect to the Class [__]
Certificates, as of any date of determination, the then aggregate Stated
Principal Balance of the Specially Designated Co-op Loans and any successor REO
Loans with respect thereto.

            "Class [__] Pass-Through Rate": As to any Distribution Date, the per
annum rate, expressed as a percentage, equal to the weighted average of the
respective Class [__] Strip Rates of the Specially Designated Co-op Loans and
any successor REO Loans with respect thereto for (and weighted on the basis of
their respective Stated Principal Balances immediately prior to) such
Distribution Date.

            "Class [__] Strip Rate": With respect to any Specially Designated
Co-op Loan (and any successor REO Loan with respect thereto), for any
Distribution Date, a rate per annum equal to either: (1) if such Loan accrues
interest on a 30/360 Basis, the excess, if any, of the Original Net Mortgage
Rate for such Loan, over [___]%; and (2) if such Loan accrues interest on an
Actual/360 Basis, the product of (a) the excess, if any, of the Original Net
Mortgage Rate for such Loan, over [___]%, multiplied by (b) a fraction, the
numerator of which is the number of days in the Interest Accrual Period that
corresponds to such Distribution Date, and the denominator of which 30.

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

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

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

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

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

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

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

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


                                      -18-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.


                                      -19-
<PAGE>

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount


                                      -20-
<PAGE>

set forth in the Preliminary Statement hereto and accrues interest at its
Lower-Tier Remittance Rate in effect from time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Notional Balance set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.


                                      -21-
<PAGE>

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount set forth in the Preliminary Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in effect from
time to time.

            "Class [__] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC, has the
Original Lower-Tier Principal Amount


                                      -22-
<PAGE>

set forth in the Preliminary Statement hereto and accrues interest at its
Lower-Tier Remittance Rate in effect from time to time.

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

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

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

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

            "Class Notional Amount": For any date of determination, the Class
[__] Notional Amount, the Class [__] Notional Amount or the Class [__] Notional
Amount, as applicable.

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

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

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

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

            "Class Principal Balance": With respect to any Class of Sequential
Pay Certificates, as of any date of determination, a principal amount equal to
the Original Class Principal Balance of such Class as specified in the
Preliminary Statement hereto, as such principal amount may be permanently
reduced (to not less than zero) on each Distribution Date coinciding with or
preceding such date of determination by (i) any distributions of principal made
with respect to such Class of Sequential Pay Certificates on the subject
Distribution Date pursuant to Section 4.01(a) and (ii) any Collateral Support
Deficit allocated to such Class of Sequential Pay Certificates on the subject
Distribution Date pursuant to Section 4.04.

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


                                      -23-
<PAGE>

            "Class [__] Certificate": A Certificate designated as "Class [__]"
on the face thereof, substantially in the form of Exhibit A-4 hereto. The Class
[__] Certificates have no Pass-Through Rate, Class Principal Balance or Class
Notional Amount.

            "Clearstream": Clearstream Banking, Luxembourg, or any successor.

            "Closing Date": [________].

            "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 Servicers, jointly, and reasonably acceptable to the Trustee, the
Special Servicers and the 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 (unless the Directing
Certificateholder otherwise consents to an alternative form of such report).

            "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 (unless the
Directing Certificateholder otherwise consents to an alternative 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 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 an alternative form of such report).


                                      -24-
<PAGE>

            "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 an alternative
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 an alternative 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 an alternative
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 an alternative
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/LOC Report, (vi) CMSA
      Comparative Financial Status Report, (vii) CMSA Servicer Watch List,
      (viii) CMSA Operating Statement Analysis Report and (ix) CMSA NOI
      Adjustment Worksheet;


                                      -25-
<PAGE>

            (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;

provided that, in the case of each Mortgaged Property securing a Co-op Loan, the
respective files and reports comprising the CMSA Investor Reporting Package
shall present the Projected Net Cash Flow for such Mortgaged Property and the
Debt Service Coverage Ratio for such Co-op Loan, as such terms apply to
residential cooperative properties, if and to the extent that such file or
report requires preparation and/or submission of data concerning net cash flow
or debt service coverage.

            "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 an alternative form of such report).

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


                                      -26-
<PAGE>

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 an alternative 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 an alternative 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 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 an alternative 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 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 an
alternative form of such report); provided, however, that, notwithstanding the
foregoing, Master Servicer No. 3 shall not be required to include a Co-op Loan
on the Servicer Watch List on account of the Debt Service Coverage Ratio of such
Co-op Loan, unless such Debt Service Coverage Ratio shall fall below [___]x (for
purposes of the calculation of the Debt Service Coverage Ratio of a Co-op Loan
for this definition only, the Projected Net Cash Flow of the related Mortgaged
Property shall be adjusted to reflect the actual expenses incurred by the
related Borrower).

            "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" 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 an alternative
form of such report).


                                      -27-
<PAGE>

            "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, be applied to the Trust or the Certificates.

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

            "Collection Account": One or more separate custodial accounts or,
subject to Section 3.04(h), sub-accounts created and maintained by each Master
Servicer or any Sub-Servicer on behalf of such Master Servicer pursuant to
Section 3.04(a) in the name of the Trustee on behalf of the Certificateholders
and any related Junior Loan Holder(s) (other than a CBA B Loan Holder) and/or
holder(s) of Serviced Companion Loan(s) and, with respect to any CBA A/B Loan
Pair after the occurrence of a CBA A/B Material Default, on behalf of the
related 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, subject to Section 3.04(h), be entitled substantially as
follows: "[name of subject 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
[______], and each related Junior Loan Holder and Companion Loan Holder, as
applicable, as their interests appear, Collection Account". Any such account or
accounts or, subject to Section 3.04(h), sub-accounts shall be an Eligible
Account and shall be part of the Loan REMICs and/or the Lower-Tier REMIC.

            "Column Performance Guarantee": The Guarantee dated as of
[________], from the Column Performance Guarantor in favor of the Trustee,
relating to the obligations of the CSFB Mortgage Loan Seller under Section [7]
of the CSFB 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.

            "Commission": The Securities and Exchange Commission.

            "Companion Loan": Each of the Loan A Companion Loans, Loan B
Companion Loans and Loan C Companion Loan, in each case, which are pari passu in
right of payment to the related A Loan.

            "Companion Loan Custodial Account": Each of the custodial accounts
or, subject to Section 3.04(h), sub-accounts (none of which are included in the
Trust Fund) created and maintained by the applicable Master Servicer pursuant to
Section 3.04 on behalf of the respective Serviced Companion Loan Holders. Each
Companion Loan Custodial Account shall be maintained as an Eligible Account or,
subject to Section 3.04(h), a sub-account of an Eligible Account.


                                      -28-
<PAGE>

            "Companion Loan Holder": Any holder of any Companion Loan or any
successor REO Loan with respect thereto.

            "Component": Any of the components of the Class [__] or Class [__]
Certificates, which components are: (a) in the case of the Class [__]
Certificates, the respective Class [__] Components; and (b) in the case of the
Class [__] Certificates, the respective Class [__] Components.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.


                                      -29-
<PAGE>

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.


                                      -30-
<PAGE>

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.


                                      -31-
<PAGE>

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.


                                      -32-
<PAGE>

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier Interest as of any date
of determination.

            "Component [___]": One of the [___] components of the Class [__]
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class [__] Lower-Tier 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.

            "Controlling Class": As of any date of determination, the most
subordinate Class of Sequential Pay Certificates then outstanding that has a
Class Principal Balance at least equal to 25% of the initial Class Principal
Balance of such Class; or, if no such Class exists, the most subordinate Class
of Sequential Pay Certificates then outstanding that has a Class Principal
Balance greater than zero. As of the Closing Date, the Controlling Class shall
be the Class [__] Certificates. For purposes of this definition, the respective
Classes of the Class [__] Sequential Pay Certificates shall be treated as a
single Class and, if appropriate under the terms of this definition, shall
collectively constitute the Controlling Class.

            "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.

            "Co-op Loan": Any Loan that, as of the date it is first included in
the Trust Fund, is secured by a Mortgage that encumbers a residential
cooperative property, as identified on the Mortgage Loan Schedule.

            "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 [___________] and, for all other
purposes, at [_____________], 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 Servicers and the Special
Servicers.

            "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 the subject Loan,
Serviced Companion Loan or any Junior Loan, as the case may be) and as to which
Loan, Serviced Companion Loan or Junior Loan, as the case may be, the Special
Servicer has returned servicing to the Master Servicer pursuant to Section
3.21(a).


                                      -33-
<PAGE>

            "Corresponding Class [__] Component": With respect to any
Uncertificated Lower-Tier Interest, the Class [__] Component that has an
alphabetic or alphanumeric designation that, with the replacement of "[___]"
with "[__]" at the beginning of such designation, is the same as the alphabetic
or alphanumeric, as applicable, designation for such Uncertificated Lower-Tier
Interest.

            "Corresponding Class [__] Component": With respect to any
Uncertificated Lower-Tier Interest, the Class [__] Component that has an
alphabetic or alphanumeric designation that, with the replacement of "[___]"
with "[__]" at the beginning of such designation, is the same as the alphabetic
or alphanumeric, as applicable, designation for such Uncertificated Lower-Tier
Interest.

            "Corresponding Class of Certificates": With respect to the Class
[__] Lower-Tier Interest, the Class [__] Certificates, and with respect to any
other Uncertificated Lower-Tier Interest, the Corresponding Class of Sequential
Pay Certificates.

            "Corresponding Class of Sequential Pay Certificates": With respect
to any Uncertificated Lower-Tier Interest (other than the Class [__] Lower-Tier
Interest), the Class of Sequential Pay Certificates that has an alphabetic or
alphanumeric designation that, with the addition of "[__]" at the beginning of
such designation, is the same as the alphabetic or alphanumeric, as applicable,
designation for such Uncertificated Lower-Tier Interest; provided that (i) the
Class [___] Certificates shall be the Corresponding Class of Sequential Pay
Certificates with respect to each of the Class [__] and Class [__] Lower-Tier
Interests, (ii) the Class [___] Certificates shall be the Corresponding Class of
Sequential Pay Certificates with respect to each of the Class [__], Class [__],
Class [__] and Class [__] Lower-Tier Interests, (iii) the Class [___]
Certificates shall be the Corresponding Class of Sequential Pay Certificates
with respect to each of the Class [__] and Class [__] Lower-Tier Interests, (iv)
the Class [___] Certificates shall be the Corresponding Class of Sequential Pay
Certificates with respect to each of the Class [__], Class [__] and Class [__]
Lower-Tier Interests, (v) the Class [__] Certificates shall be the Corresponding
Class of Sequential Pay Certificates with respect to each of the Class [__],
Class [__] and Class [__] Lower-Tier Interests, (vi) the Class [__] Certificates
shall be the Corresponding Class of Sequential Pay Certificates with respect to
each of the Class [__] and Class [__] Lower-Tier Interests and (vii) the Class
[__] Certificates shall be the corresponding Class of Sequential Pay
Certificates with respect to each of the Class [__] and Class [__] Lower-Tier
Interests.

            "Corresponding Uncertificated Lower-Tier Interest": With respect to:
(a) any Class of Sequential Pay Certificates, the Uncertificated Lower-Tier
Interest that has an alphabetic or alphanumeric designation that, with the
deletion of "[__]", is the same as the alphabetic or alphanumeric, as
applicable, designation for such Class of Sequential Pay Certificates (provided
that (i) the Class [__] and Class [__] Lower-Tier Interests shall each be a
Corresponding Uncertificated Lower-Tier Interest with respect to the Class [___]
Certificates, (ii) the Class [__], Class [__], Class [__] and Class [__]
Lower-Tier Interests shall each be a Corresponding Uncertificated Lower-Tier
Interest with respect to the Class [___] Certificates, (iii) the Class [__] and
Class [__] Lower-Tier Interests shall each be a Corresponding Uncertificated
Lower-Tier Interest with respect to the Class [___] Certificates, (iv) the Class
[__], Class [__] and Class [__] Lower-Tier Interests shall each be a
Corresponding


                                      -34-
<PAGE>

Uncertificated Lower-Tier Interest with respect to the Class [___] Certificates,
(v) the Class [__], Class [__] and Class [__] Lower-Tier Interests shall each be
a Corresponding Uncertificated Lower-Tier Interest with respect to the Class
[__] Certificates, (vi) the Class [__] and Class [__] Lower-Tier Interests shall
each be a Corresponding Uncertificated Lower-Tier Interest with respect to the
Class [__] Certificates and (vii) the Class [__] and Class [__] Lower-Tier
Interests shall each be a Corresponding Uncertificated Lower-Tier Interest with
respect to the Class [__] Certificates); (b) any Class [__] Component, the
Uncertificated Lower-Tier Interest that has an alphabetic or alphanumeric
designation that, with the replacement of "[__]" with "[__]" at the beginning of
such designation, is the same as the alphabetic or alphanumeric, as applicable,
designation for such Class [__] Component; and (c) any Class [__] Component, the
Uncertificated Lower-Tier Interest that has an alphabetic or alphanumeric
designation that, with the replacement of "[__]" with "[__]" at the beginning of
such designation, is the same as the alphabetic or alphanumeric, as applicable,
designation for such Class [__] Component.

            "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, together with the affected Crossed Loan, for the four
calendar quarters immediately preceding the repurchase or substitution and (b)
[1.25]x, (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
Responsible Party is not greater than the least of (a) the Loan-to-Value Ratio
for all such related Crossed Loans, together with the affected Crossed Loan, as
set forth in the tables on Exhibit A-1 to the Prospectus Supplement, (b) the
Loan-to-Value Ratio for all such related Crossed Loans, together with the
affected Crossed Loan, determined at the time of repurchase or substitution
based upon an Appraisal obtained by the applicable Special Servicer at the
expense of the related Responsible Party and (c) [75]%, and (iii) the Trustee
receives an Opinion of Counsel (at the expense of the related Responsible Party)
to the effect that such repurchase or substitution will not result in the
imposition of a tax on the Trust Fund or its assets, income or gain, 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 mortgage loans transferred to the Depositor
pursuant to the CSFB Mortgage Loan Purchase Agreement and identified on Schedule
II thereto, together with any mortgage loans substituted in replacement thereof
pursuant to the CSFB Mortgage Loan Purchase Agreement.

            "CSFB Mortgage Loan Purchase Agreement": The agreement between the
Depositor as purchaser and the CSFB Mortgage Loan Seller as seller, dated as of
[________],


                                      -35-
<PAGE>

relating to the transfer of all of the CSFB Mortgage Loan Seller's right, title
and interest in and to the mortgage 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 any Loan B Companion Lender, Loan C
Companion Lender, any Loan A Junior Loan Holder or any 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, as to which
the related Intercreditor Agreement provides that a Junior Loan Holder or
Companion Loan Holder, as applicable, shall be entitled to cure a default under
the related Loan, the payment that such Junior Loan Holder or Companion Loan
Holder makes to the applicable 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 applicable 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
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 [_______].

            "Cut-off Date Principal Balance": With respect to any Loan, Serviced
Companion Loan or Junior Loan, the outstanding principal balance of such Loan,
Serviced Companion Loan or Junior 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 (other than
Co-op Loans) 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 (or, in the case of each of Loan A, Loan B and Loan C, due under the
subject Loan Combination (exclusive of any related Junior Loan(s))) during such
period; and with respect to Co-op Loans, as of any date of determination, the
ratio of (1) the Projected Net Cash Flow for the related Mortgaged Property on
an annualized basis to (2) the annualized amount of debt service payable on that
Co-op Loan.

            "Default Interest": With respect to any Loan, Junior Loan, Serviced
Companion Loan or REO Loan, any amounts collected thereon, other than late
payment charges or prepayment consideration, that represent interest in excess
of interest accrued on the principal balance of such Loan, Junior Loan, Serviced
Companion Loan or REO Loan at the related Mortgage Rate, such excess interest
arising out of a default thereunder; provided that, in the case


                                      -36-
<PAGE>

of Loan B or any Loan B REO Property, "Default Interest" shall be limited to
only such amounts of the type described above in this definition as are remitted
to the applicable Master Servicer on behalf of the Trust under the Loan B
Servicing Agreement or, if Article XII is in effect, as are transferred from the
Loan B Custodial Account to the applicable Collection Account pursuant to
Section 12.04(b); and provided, further, that in the case of Loan C or any Loan
C REO Loan, "Default Interest" shall be limited to only such amounts of the type
described above in this definition as are remitted to the applicable Master
Servicer on behalf of the Trust under the Loan C Servicing Agreement or, if
Article XI is in effect, as are deposited in the applicable Collection Account
pursuant to Section 11.04(d).

            "Defaulted Loan": A Loan (including, if applicable, Loan B and Loan
C) that is at least 60 days delinquent in respect of its Monthly Payments, or
delinquent in respect of its Balloon Payment, if any, in each case without
giving effect to any grace period permitted by the related Mortgage or Note or
if any non-monetary event of default occurs that results in the Loan becoming a
Specially Serviced Loan (or, in the case of Loan B or Loan C, that would result
in the Loan becoming a Specially Serviced Loan if it had originally been a
Serviced Loan); provided, however, that no Monthly Payment (other than a Balloon
Payment) shall be deemed delinquent if less than ten dollars of all amounts due
and payable on such Loan has not been received.

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

            "Defeasance Collateral": As defined in Section 3.08.

            "Defeasance Loan": As defined in Section 3.08.

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

            "Deficient Valuation": With respect to any Loan (other than any Loan
that constitutes part of a Serviced Loan Combination), the Loan A Total Loan or
any CBA A/B Loan Pair, a valuation by a court of competent jurisdiction of the
related Mortgaged Property in an amount less than the then outstanding principal
balance of such Loan, such Loan A Total Loan or such CBA A/B Loan Pair, as the
case may be, which valuation results from a proceeding initiated under the
Bankruptcy Code.

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

            "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.


                                      -37-
<PAGE>

            "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 [__]th day of the month in which such Distribution Date
occurs, or if such [__]th day is not a Business Day, the Business Day
immediately following such [__]th day.

            "Directing Certificateholder": The Controlling Class
Certificateholder selected by the holders or beneficial owners of more than 50%
of the Percentage Interests in the Controlling Class, by Certificate Principal
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 Principal Balance of the Controlling Class shall be the
Directing Certificateholder. The initial Directing Certificateholder will be
[_______]. No appointment of any Person as a Directing Certificateholder shall
be effective until such Person provides the Trustee, the Master Servicers and
the Special Servicers 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 Servicers, the Special Servicers and the Trustee
shall not be required to recognize the Controlling Class Certificateholder that
beneficially owns the largest aggregate Certificate Principal Balance of the
Controlling Class as the Directing Certificateholder until such Controlling
Class 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 Loan B, only at
such time when the Directing Certificateholder is part of a Loan B Control
Group, shall it be entitled to direct the Loan B Master Servicer and Loan B
Special Servicer on various servicing matters with respect to the Loan B Total
Loan under the Loan B Servicing Agreement and terminate the Loan B Special
Servicer. With respect to Loan C, only at such time when the Directing
Certificateholder is part of a Loan C Control Group, shall it be entitled to
direct the Loan C Master Servicer and Loan C Special Servicer on various
servicing matters with respect to the Loan C Total Loan and terminate the Loan C
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 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 applicable
Master Servicer or Special Servicer on behalf of the Trustee) shall not be
considered to Directly Operate an REO Property


                                      -38-
<PAGE>

solely because the Trustee (or the applicable Master Servicer or 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
Class [__] 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 Class [__]
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(i), 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(i),
shall be entitled "[____________] [or name of any successor Trustee], as
Trustee, for the benefit of Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
[______], Distribution Account". Any such account or sub-account shall be an
Eligible Account or, subject to Section 3.04(i), a sub-account of an Eligible
Account.

            "Distribution Date": With respect to any month, the [____] Business
Day after the Determination Date of such month, commencing in [------].

            "Due Date": With respect to (i) any Loan, Serviced Companion Loan or
Junior 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 Junior 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 Junior 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
Junior Loan, as applicable, had been scheduled to be first due (without giving
effect to any grace period).


                                      -39-
<PAGE>

            "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 Loan B Servicing Agreement were in
effect under this Agreement, then with respect to Loan B, any Loan B REO Loan or
any Loan B 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 Loan B
Servicing Agreement; and provided, further, that, if any Due Period would be
different if the definition of "Business Day" used in the Loan C Servicing
Agreement were in effect under this Agreement, then with respect to Loan C, any
Loan C REO Loan, or any Loan C 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 Loan C Servicing Agreement.

            "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 "[__]" by S&P and Fitch (or, in either case, "[__]" if the
short-term debt obligations thereof have a short-term rating of not less than
"[__]" by S&P or "[__]" by Fitch, as applicable) and "[__]" 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 "[__]" by
S&P, "[__]" by Moody's and "[__]" by Fitch, 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 $[__________] 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 with [_____] so long as [_____] (1) shall have a long-term unsecured
debt rating of at least "[__]" and a short-term rating of at least "[__]" from
Moody's and (2) has the appropriate rating from each of S&P and Fitch specified
in clause (i) above, (iv) an account or accounts maintained with [___] so long
as [___] (1) shall have a long-term unsecured debt rating of at least "[___]"
and a short-term rating of at least "[___]" from Moody's and (2) has the
appropriate rating from each of S&P and Fitch specified in clause (i) above, (v)
in the case of Reserve Accounts and Servicing Accounts with respect to [____]
Loans, any account maintained with [__________] (provided that [__________] has
a combined capital and surplus of at least $[__________]), or (vi) such other
account or accounts with respect to


                                      -40-
<PAGE>

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 Fitch 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 Fitch.

            "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.

            "Escrow Payment": Any payment received by a 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 or any
successor REO Loan with respect thereto, interest accrued on such ARD Loan or
REO Loan, as the case may be, and allocable to the Excess Rate. The Excess
Interest is an asset of the Trust Fund, but shall not be an asset of any Trust
REMIC.

            "Excess Interest Distribution Account": The trust account, accounts
or, subject to Section 3.04(i), sub-account created and maintained by the
Trustee, pursuant to Section 3.04(c), in trust for the Certificateholders,
which, subject to Section 3.04(i), shall be entitled "[____________] [or name of
any successor Trustee]", as Trustee, in trust for Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series [______], Excess Interest Distribution Account" and which shall be an
Eligible Account or, subject to Section 3.04(i), a sub-account 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 such
Loan (or if such amount relates to a Loan Combination, the amount


                                      -41-
<PAGE>

needed to pay off such Loan Combination) or the related REO Loan(s) and all
amounts due with respect thereto.

            "Excess Liquidation Proceeds Account": The trust account, accounts
or, subject to Section 3.04(i), sub-account created and maintained by the
Trustee, pursuant to Section 3.04(d), in trust for the Certificateholders,
which, subject to Section 3.04(i), shall be entitled "[____________] [or 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 [______]". The Excess Liquidation Proceeds
Account shall be an asset of the Lower-Tier REMIC. Any such account or, subject
to Section 3.04(i), sub-account shall be an Eligible Account.

            "Excess Rate": With respect to each ARD Loan (and each REO Loan that
relates to an 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": With respect to any Loan or any successor
REO Loan with respect thereto, the portion of the related Master Servicing Fee
calculated at an annual rate equal to the excess, if any, of the related Master
Servicing Fee Rate over [___]% ([___] 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.

            "Exemption Favored Party": Any of (i) Credit Suisse First Boston
LLC, (ii) any Person directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with Credit Suisse First
Boston 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 [__] and Class
[__] 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.

            "Final Recovery Determination": A determination by the applicable
Special Servicer (or, in the case of Loan B or Loan B REO Property, by the Loan
B Special Servicer or, in the case of Loan C or Loan C REO Property, by the Loan
C Special Servicer) with respect to any defaulted Loan, Junior Loan or Serviced
Companion Loan or any 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 (or, if applicable, the Loan B
Special Servicer's or the Loan C Special Servicer's) reasonable good faith
judgment, exercised without


                                      -42-
<PAGE>

regard to any obligation of the Special Servicer to make payments from its own
funds pursuant to Section 3.07(b) (or, if applicable, any obligation of the Loan
B Special Servicer or the Loan C Special Servicer to make any comparable
payments from its own funds pursuant to the Loan B Servicing Agreement or the
Loan C Servicing Agreement, as the case may be), will ultimately be recoverable.

            "Fitch": Fitch, Inc. or its successor in interest.

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

            "GAAP": Generally Accepted Accounting Principles in the United
States.

            "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.

            "Group 1 Loan": Any Loan identified on the Mortgage Loan Schedule as
belonging to Servicing Group No. 1, together with any other Loan that is
substituted in replacement thereof pursuant to or as contemplated by the related
Mortgage Loan Purchase Agreement.

            "Group 2 Loan": Any Loan identified on the Mortgage Loan Schedule as
belonging to Servicing Group No. 2, together with any other Loan that is
substituted in replacement thereof pursuant to or as contemplated by the related
Mortgage Loan Purchase Agreement.

            "Group 3 Loan": Any Loan identified on the Mortgage Loan Schedule as
belonging to Servicing Group No. 3, together with any other Loan that is
substituted in replacement thereof pursuant to or as contemplated by the related
Mortgage Loan Purchase Agreement.

            "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.

            "Independent": When used with respect to any specified Person, any
such Person that (i) is in fact independent of the Depositor, each Junior Loan
Holder, each Companion Loan Holder, each Master Servicer, each 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, any Junior Loan Holder, any Companion Loan Holder, any Master
Servicer, any Special Servicer or any Affiliate thereof and (iii) is not
connected with the Depositor, any Junior Loan Holder, any Companion Loan Holder,
any Master Servicer, any


                                      -43-
<PAGE>

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, any Junior Loan Holder, any Companion Loan Holder, any Master
Servicer, any Special Servicer, the Trustee or any Affiliate thereof merely
because such Person is the beneficial owner of 1.0% or less of any class of debt
or equity securities issued by the Depositor, such Junior Loan Holder, such
Companion Loan Holder, such Master Servicer, such 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, any Master Servicer or the Trust, delivered to the
Trustee and the applicable 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 no Master
Servicer or Special Servicer shall 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 Servicers and the Special Servicers) upon receipt by the Trustee and the
applicable 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
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 LTV Co-op Basis": With respect to any Co-op Loan, the
related loan-to-value ratio specified on the Mortgage Loan Schedule.

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

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


                                      -44-
<PAGE>

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

            "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, 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,
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 applicable 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 Loan B or any Loan B 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 applicable
Master Servicer on behalf of the Trust under a Loan B Servicing Agreement or, if
Article XII is in effect, as are transferred from the Loan B Custodial Account
to the Collection Account pursuant to Section 12.04(b); and provided, further,
that in the case of Loan C or any Loan C 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 applicable Master
Servicer on behalf of the Trust under a Loan C Servicing Agreement or, if
Article XI is in effect, as are deposited in the applicable Collection Account
pursuant to Section 11.04(d).


                                      -45-
<PAGE>

            "Insurance Policy": With respect to any Loan, Junior Loan, Serviced
Companion 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 Loan, Junior Loan
or Serviced Companion Loan (or the related Mortgaged Property) or such REO
Property, as the case may be.

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

            "Intercreditor Agreement": The Loan A Intercreditor Agreement, Loan
B Intercreditor Agreement, Loan C 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, any Uncertificated Lower-Tier Interest or any Loan REMIC Regular
Interest 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-Only Certificates": Collectively, the Class [__], Class
[__] and Class [__] Certificates.

            "Interest Reserve Account": The account, accounts or, subject to
Section 3.04(i), sub-accounts created and maintained by the Trustee, pursuant to
Section 3.28, in trust for the Certificateholders, which, subject to Section
3.04(i), shall be entitled "[____________] [or 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
[______], Interest Reserve Account", and which shall be an Eligible Account or,
subject to Section 3.04(i), a sub-account of an Eligible Account.

            "Interest Reserve Loan": Any Loan that accrues interest on an
Actual/360 Basis (or any successor REO Loan with respect thereto).

            "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, any Master Servicer, any Special
Servicer, any Independent Contractor engaged by a 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.

            "Junior Loans": The Loan A Junior Loans and the CBA B Loans,
collectively, each of which are subordinate in right of payment to the related A
Loan.


                                      -46-
<PAGE>

            "Junior Loan Custodial Account": Each of the custodial accounts or,
subject to Section 3.04(h), sub-accounts (none of which are included in the
Trust Fund) created and maintained by the applicable Master Servicer pursuant to
Section 3.04 on behalf of the respective Junior Loan Holders. Each Junior Loan
Custodial Account shall be maintained as an Eligible Account or, subject to
Section 3.04(h), a sub-account of an Eligible Account.

            "Junior Loan Holder": Any holder of a Junior Loan or any successor
REO Loan with respect thereto.

            "[___] Loans": Collectively, the mortgage loans transferred to the
Depositor pursuant to the [___] Mortgage Loan Purchase Agreement and identified
on Schedule II thereto, together with any mortgage loans substituted in
replacement thereof pursuant to the [___] Mortgage Loan Purchase Agreement.

            "[___] Mortgage Loan Purchase Agreement": Individually and
collectively, (a) the agreement between the Depositor as purchaser and the [___]
Mortgage Loan Seller as seller, dated as of [________], relating to the transfer
of the [___] Mortgage Loan Seller's right, title and interest in and to the
mortgage loans identified on Schedule II thereto, and (b) the agreement between
the Depositor as purchaser, the [___] Mortgage Loan Seller as seller and [___]
as additional party, dated as of [________] relating to the transfer of the
[___] Mortgage Loan Seller's right, title and interest in and to the mortgage
loans identified on Schedule II thereto.

            "[___] Mortgage Loan Seller": [____________], a [________], and its
successors in interest.

            "Late Collections": With respect to any Loan, Serviced Companion
Loan or Junior Loan, all amounts (except Penalty Charges) received thereon
(including, in the case of Loan B, by the Loan B Master Servicer or the Loan B
Special Servicer or, in the case of Loan C, by the Loan C Master Servicer or the
Loan C 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 Junior 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 Loan B REO Property, by the Loan B Master Servicer or
the Loan B Special Servicer or, in the case of Loan C, by the Loan C Master
Servicer or the Loan C 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 Junior Loan, as the case may be) (without regard to
any acceleration of amounts due under the predecessor Loan (or predecessor
Serviced Companion Loan or Junior Loan, as the case may be) 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


                                      -47-
<PAGE>

Determination with respect to such Loan or REO Property; (iii) the repurchase or
replacement of such Loan by or on behalf of the related Responsible Party
pursuant to Section [7] of the related Mortgage Loan Purchase Agreement or, in
the case of a CSFB Loan, pursuant to the Column Performance Guarantee; (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 a related Junior Loan Holder or Companion Loan
Holder; (vi) the purchase of such Loan by a related mezzanine lender pursuant to
the terms of any related intercreditor agreement; (vii) the sale or other
liquidation of such REO Property hereunder; or (viii) the purchase of such Loan
or REO Property (or, in the case of any Loan B REO Property or any Loan C REO
Property, any interest therein) by the Holders of more than 50% of the
Percentage Interests in the Controlling Class, a Special Servicer or a Master
Servicer pursuant to Section 9.01.

            "Liquidation Fee": A fee payable to the applicable Special Servicer
with respect to each Specially Serviced Loan or REO Loan as to which the
applicable 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), (iv) (so long as the subject repurchase occurs within the
applicable cure period set forth in the related Mortgage Loan Purchase
Agreement, as extended), (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
Loan A by a Loan A Junior Loan Holder or a Loan A Companion Loan Holder even if
such party purchases the Defaulted Loan after 60 days from the date it became a
Specially Serviced Loan), or (vii) of the definition of "Liquidation Proceeds"
or, in connection with the purchase of a Specially Serviced Loan by the
applicable 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; and provided,
further, that no Liquidation Fee shall be payable with respect to Loan B or any
successor REO Loan with respect thereto or Loan C or any REO Loan with respect
thereto.

            "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 or on behalf of the
Trust (including, in the case of Loan B or any Loan B REO Property, by the Loan
B Master Servicer or Loan B Special Servicer or, in the case of Loan C or any
Loan C REO Property by the Loan C Master Servicer or Loan C Special Servicer),
net of expenses, in connection with: (i) the liquidation of a Mortgaged Property
or other collateral constituting security for a defaulted Loan or Loan
Combination (including in the case of any Loan Combination, the default of the
related Loan, Companion Loan or Junior 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 Loan B or any Loan B REO Property,


                                      -48-
<PAGE>

"Liquidation Proceeds" shall be limited to only such proceeds of the type
described in this clause (i) as are remitted to the applicable Master Servicer
on behalf of the Trust under a Loan B Servicing Agreement or if Article XII is
in effect, as are transferred from the Loan B Custodial Account to the
Collection Account pursuant to Section 12.04(b) and, in the case of Loan C or
any Loan C REO Property, "Liquidation Proceeds" shall be limited to only such
proceeds of the type described above in this clause (i) as are remitted to the
applicable Master Servicer on behalf of the Trust under a Loan C Servicing
Agreement or, if Article XI is in effect, as are transferred from the Loan C
Custodial Account to the applicable Collection Account pursuant to Section
11.04(d)); (ii) the realization upon any deficiency judgment obtained against a
Borrower (provided that, in the case of Loan B or any Loan B REO Property,
"Liquidation Proceeds" shall be limited to only such proceeds of the type
described in this clause (ii) as are remitted to the applicable Master Servicer
on behalf of the Trust under a Loan B Servicing Agreement or if Article XII is
in effect, as are transferred from the Loan B Custodial Account, as the case may
be, to the Collection Account pursuant to Section 12.04(b) and, in the case of
Loan C or any Loan C REO Property, "Liquidation Proceeds" shall be limited to
only such proceeds of the type described above in this clause (ii) as are
remitted to the applicable Master Servicer on behalf of the Trust under a Loan C
Servicing Agreement or, if Article XI is in effect, as are transferred from the
Loan C Custodial Account to the applicable Collection Account pursuant to
Section 11.04(d)); (iii) the purchase of a Defaulted Loan by the Directing
Certificateholder or the applicable Special Servicer pursuant to Section 3.18;
(iv) the repurchase or replacement of a Loan by or on behalf of the related
Responsible Party pursuant to Section [7] of the related Mortgage Loan Purchase
Agreement or, in the case of a CSFB Loan, pursuant to the Column Performance
Guarantee; (v) in the case of any Loan Combination for which the related
Intercreditor Agreement so provides, the purchase of the related A Loan by any
related Junior Loan Holder or any holder of a related Companion Loan; (vi) the
purchase of any Loan or Loan Combination by a related mezzanine lender; or (vii)
the purchase of all Loans by Holders of more than 50% of the Percentage
Interests in the Controlling Class, a Special Servicer or a 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 Junior 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
Loan B and Loan C are each held in the Trust Fund, the term "Loan" shall exclude
Loan B and Loan C with respect to any direct servicing obligation of the
applicable Master Servicer hereunder unless the context clearly indicates
otherwise.

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

            "Loan A All Notes Intercreditor Agreement": The Agreement Among
Noteholders dated as of [________], by and between [________], as Initial Note A
Holder, [__________], as Initial Note B Holder, and [_________], as Initial Note
C Holder.


                                      -49-
<PAGE>

            "Loan A B Loan": The mortgage loan that is secured, on a subordinate
basis, by the same Mortgage on the Loan A Property as Loan A, has a Cut-off Date
Principal Balance of $[________] and is evidenced by a Note designated "Note B".
The Loan A B Loan is not a "Loan" hereunder.

            "Loan A B Loan Holder": The holder of the Loan A B Loan or any
successor REO Loan with respect thereto.

            "Loan A C Loan": The mortgage loan that is secured, on a subordinate
basis, by the same Mortgage on the Loan A Property as Loan A, has a Cut-off Date
Principal Balance of $[________] and is evidenced by a Note designated "Note C".
The Loan A C Loan is not a "Loan" hereunder.

            "Loan A C Loan Holder": The holder of the Loan A C Loan or any
successor REO Loan with respect thereto.

            "Loan A Companion Loan Holder": A holder of a Loan A Companion Loan
or any successor REO Loan with respect thereto.

            "Loan A Companion Loans": Collectively, the [__] mortgage loans,
with an aggregate Cut-off Date Principal Balance of $[________], that are
secured, on a pari passu basis with Loan A, by the same Mortgage on the Loan A
Property as Loan A. No Loan A Companion Loan is a "Loan" hereunder.

            "Loan A Consultation Action": Any of the actions referred to in
clauses [___] through [___] of Section [___] of the Loan A All Notes
Intercreditor Agreement with respect to the Loan A Total Loan or any Loan A REO
Property.

            "Loan A Controlling Holder": As of any date of determination, the
then "Controlling Holder" under the Loan A All Notes Intercreditor Agreement;
provided that whenever the "Note A Holder" under the Loan A All Notes
Intercreditor Agreement is the "Controlling Holder" thereunder, the Loan A
Controlling Holder shall consist of a Loan A Senior Control Group.

            "Loan A Controlling Junior Loan Holder": The "Controlling Junior
Noteholder" under the Loan A All Notes Intercreditor Agreement.

            "Loan A Cure Event": A "Cure Event" under the Loan A All Notes
Intercreditor Agreement.

            "Loan A Cure Payment": A "Cure Payment" under the Loan A All Notes
Intercreditor Agreement.

            "Loan A Intercreditor Agreement": Either the Loan A All Notes
Intercreditor Agreement or the Loan A Senior Notes Intercreditor Agreement, as
applicable.

            "Loan A Junior Loans": The Loan A B Loan and the Loan A C Loan,
together.


                                      -50-
<PAGE>

            "Loan A Junior Loan Holders": The Loan A B Loan Holder and the Loan
A C Loan Holder, together.

            "Loan A": With respect to the Loan A Total Loan, the mortgage loan,
with a Cut-off Date Principal Balance of $[________], that is included in the
Trust Fund and secured by a Mortgage on the Loan A Property. Loan A is a "Loan".

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

            "Loan A Senior Control Group": As of any date of determination, a
group consisting of the holders of more than [__]% of the aggregate unpaid
principal balance of the Loan A Senior Loans (or any successor REO Loans with
respect thereto) and/or, consistent with Section [__] of the Loan A Senior Notes
Intercreditor Agreement, their respective representatives and/or holders.

            "Loan A Senior Loans": The Loan A and Loan A Companion Loans,
collectively.

            "Loan A Senior Notes Intercreditor Agreement": The Loan A
Intercreditor Agreement dated as of [________], by and among [________] as
Holder of the Notes numbered sequentially [__] through [__] on Schedule [__]
thereto.

            "Loan A Specially Designated Servicing Actions": Any of the actions
referred to in clauses [__] through [___] of Section [___] of the Loan A All
Notes Intercreditor Agreement with respect to the Loan A Total Loan or any Loan
A REO Property.

            "Loan A Total Loan": The aggregate indebtedness, with an original
principal amount of $[________] that is secured by the related Mortgage on the
Loan A Property. References herein to the Loan A Total Loan shall be construed
to refer to the aggregate indebtedness under Loan A, the Loan A Companion Loans
and the Loan A Junior Loans.

            "Loan A Triggering Event of Default": A "Triggering Event of
Default" under the Loan A All Notes Intercreditor Agreement.

            "Loan B Change of Servicing Control Event": Any event that, in
accordance with the Loan B Intercreditor Agreement, would result in the Loan B
Total Loan being serviced under this Agreement rather than under the Series
[_____] PSA, the Series [_____] PSA or any other Loan B Servicing Agreement.

            "Loan B Control Group": The holders (and/or, consistent with Section
3.9 of the Loan B Intercreditor Agreement, the respective representatives and/or
designees of holders) of such mortgage loans comprising the Loan B Total Loan as
represent more than [__]% of the unpaid principal balance of the entire Loan B
Total Loan; provided that, for purposes of establishing a Loan B Control Group,
the mortgage loans constituting the Loan B Total Loan shall be deemed to remain
outstanding even if the Loan B Property becomes an REO Property.


                                      -51-
<PAGE>

            "Loan B Companion Lender": The holder of a Loan B Companion Loan or,
if the Loan B Property becomes an REO Property, the holder of any mortgage loan
deemed outstanding with respect to that Loan B Companion Loan.

            "Loan B Companion Loans": The Loan B Note A-1 Companion Loan and
Loan B Note A-2 Companion Loan, collectively.

            "Loan B Custodial Account": The meaning assigned thereto in Section
12.04.

            "Loan B Intercreditor Agreement": The intercreditor agreement, dated
as of [_____], by and between [_____], as holder of Loan B, [_____], as holder
of the Loan B Note A-1 Companion Loan, and [_____], as holder of the Loan B Note
A-2 Companion Loan.

            "Loan B": With respect to the Loan B Total Loan, the related A-3 and
B components of such loan, which is included in the Trust Fund. The Loan B is a
"Loan" under this Agreement.

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

            "Loan B Note A-1 Companion Loan": With respect to the Loan B Total
Loan, the related A-1 component of such loan, which is not included in the Trust
Fund and, as of the Closing Date, directly backs the Series [_____]
Certificates. The Loan B Note A-1 Companion Loan is not a "Loan" under this
Agreement.

            "Loan B Note A-2 Companion Loan": With respect to the Loan B Total
Loan, the related A-2 component of such loan, which is not included in the Trust
and, as of the Closing Date, directly backs the Series [_____] Certificates. The
Loan B Note A-2 Companion Loan is not a "Loan" under this Agreement.

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

            "Loan B REO Loan": Any REO Loan related to Loan B.

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

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

            "Loan B Specially Designated Servicing Action": Any "Loan B
Specially Designated Servicing Action" under, and within the meaning of, the
Loan B Intercreditor Agreement.


                                      -52-
<PAGE>

            "Loan B Special Servicer": The special servicer with respect to the
Loan B Total Loan under any Loan B Servicing Agreement.

            "Loan B Total Loan": The Loan B and Loan B Companion Loans,
collectively.

            "Loan Combination": With respect to any A Loan, such A Loan and the
related Junior Loan(s) and/or Companion Loan(s), collectively.

            "Loan C Change of Servicing Control Event": Any event that, in
accordance with the Loan C Intercreditor Agreement, would result in the Loan C
Total Loan being serviced under this Agreement rather than under the Series
[______] PSA.

            "Loan C Companion Lender": The holder of the Loan C Companion Loan
or, if the Loan C Property becomes an REO Property, the holder of any mortgage
loan deemed outstanding with respect to the Loan C Companion Loan.

            "Loan C Companion Loan": With respect to the Loan C Total Loan, the
related A-3 component of such loan, which is not included in the Trust Fund and,
as of the Closing Date, directly backs the Series [_______] Certificates. The
Loan C Companion Loan is not a "Loan" under this Agreement.

            "Loan C Companion Loan Custodial Account": The meaning assigned
thereto in Section 11.04.

            "Loan C Control Group": The holders (and/or, consistent with Section
[__] of the Loan C Intercreditor Agreement, the respective representatives
and/or designees of holders) of such mortgage loans comprising the Loan C Total
Loan as represent more than [__]% of the unpaid principal balance of the entire
Loan C Total Loan; provided that, for purposes of establishing a Loan C Control
Group, the mortgage loans constituting the Loan C Total Loan shall be deemed to
remain outstanding even if the Loan C Property becomes an REO Property.

            "Loan C Intercreditor Agreement": The intercreditor agreement, dated
as of [________], by and between [________], as holder of Loan C and [________],
as holder of the Loan C Companion Loan.

            "Loan C": With respect to the Loan C Total Loan, the related [___]
and [___] components of such loan, which are included in the Trust Fund. Loan C
is a "Loan" hereunder.

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

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

            "Loan C REO Loan": Any REO Loan related to Loan C.

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


                                      -53-
<PAGE>

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

            "Loan C Specially Designated Servicing Action": Any "Loan C
Specially Designated Servicing Action" under, and within the meaning of, the
Loan C Intercreditor Agreement.

            "Loan C Special Servicer": The special servicer of the Loan C Total
Loan under any Loan C Servicing Agreement.

            "Loan C Total Loan": The Loan C and Loan C Companion Loan, together.

            "Loan Documents": With respect to each Loan, Companion Loan or
Junior Loan, to the extent applicable, 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 Junior 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 REMIC": One of multiple separate REMICs comprising the Trust
Fund, the assets of which consist of a specific Loan (exclusive of any Excess
Interest thereon), any REO Property with respect thereto (exclusive of any
interest therein that a Junior Loan Holder or a Companion Loan Holder may have),
such amounts (exclusive of any Excess Interest) as shall from time to time be
held in the applicable Collection Account, the Interest Reserve Account, an REO
Account or the Distribution Account with respect to such Loan or any successor
REO Loan with respect thereto, and except as otherwise provided in this
Agreement, all other rights and property related to such Loan or any successor
REO Loan with respect thereto included in the Trust Fund that is not part of the
Upper-Tier REMIC or designated as a grantor trust asset in the Preliminary
Statement hereto. A Loan REMIC shall be created with respect to each of Loan B
and Loan C.

            "Loan REMIC Principal Amount": With respect to any Loan REMIC
Regular Interest, as of any date of determination, a principal amount equal to
the Stated Principal Balance of the Loan in the related Loan REMIC or any
successor REO Loan with respect thereto.

            "Loan REMIC Regular Interest": An uncertificated "regular interest",
within the meaning of Section 860G(a)(1) of the Code, in a Loan REMIC.

            "Loan REMIC Remittance Rate": With respect to any Loan REMIC Regular
Interest for any Distribution Date, the Net Mortgage Pass-Through Rate in effect
for such


                                      -54-
<PAGE>

Distribution Date with respect to the Loan in the related Loan REMIC or any
successor REO Loan 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 (or, in the case of each of Loan A, Loan B
and Loan C, of such Loan Combination (exclusive of any related Junior Loan(s))
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 (and not the Trust) may be taxed on
all reinvestment income or gain thereon. The applicable 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 Notional Balance": With respect to the Class [__]
Lower-Tier Interest, as of any date of determination, a notional amount equal to
the then Class [__] Notional Amount.

            "Lower-Tier Principal Amount": With respect to any Uncertificated
Lower-Tier Interest (other than the Class [__] Lower-Tier Interest), as of any
date of determination, a principal amount equal to the Original Lower-Tier
Principal Amount of such Uncertificated Lower-Tier Interest as specified in the
Preliminary Statement hereto, as such principal amount may be permanently
reduced (to not less than zero) on each Distribution Date coinciding with or
preceding such date of determination by (i) any deemed distributions of
principal with respect to such Uncertificated Lower-Tier Interest on the subject
Distribution Date pursuant to Section 4.01 and (ii) any Collateral Support
Deficit allocated to such Uncertificated Lower-Tier Interest on the subject
Distribution Date pursuant to Section 4.04.

            "Lower-Tier REMIC": One of multiple separate REMICs comprising the
Trust Fund, the assets of which consist of the Loans (exclusive of any Excess
Interest thereon), any REO Property with respect thereto (exclusive of any
interest therein that a Junior Loan Holder or Companion Loan Holder may have),
such amounts (exclusive of any Excess Interest) as shall from time to time be
held in a Collection Account, the Interest Reserve Account, an REO Account
(exclusive of any such amounts that are allocable to a Junior Loan or Serviced
Companion Loan), if any, and the 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, in any Loan REMIC or designated as a grantor
trust asset in the Preliminary Statement hereto.


                                      -55-
<PAGE>

            "Lower-Tier Remittance Rate": With respect to any Uncertificated
Lower-Tier Interest, for any Distribution Date, either: (a) in the case of the
Class [__] Lower-Tier Interest, a per annum rate equal to the Class [__]
Pass-Through Rate for such Distribution Date; and (b) in the case of any other
Uncertificated Lower-Tier Interest, the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date.

            "MAI": Member of the Appraisal Institute.

            "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": With respect to (a) the Group 1 Loans, any
related Serviced Companion Loans and Junior Loans and any related REO
Properties, and any matters relating to the foregoing, Master Servicer No. 1
(provided that Master Servicer No. 1 will provide such administrative duties
with respect to Loan C or any Loan C REO Loan as may be expressly provided
herein), (b) the Group 2 Loans, any related Serviced Companion Loans and Junior
Loans and any related REO Properties, and any matters relating to the foregoing,
Master Servicer No. 2 (provided that Master Servicer No. 2 will provide such
administrative duties with respect to Loan B or any Loan B REO Loan as may be
expressly provided herein), and (c) the Group 3 Loans, any related REO
Properties, and any matters relating to the foregoing, Master Servicer No. 3.
For avoidance of doubt, Master Servicer No. 1 will be the applicable Master
Servicer with respect to Loan C or any Loan C REO Loan for all matters other
than (unless Article XI applies) the direct servicing thereof; and Master
Servicer No. 2 will be the applicable Master Servicer with respect to Loan B or
any Loan B REO Loan for all matters other than (unless Article XII applies) the
direct servicing thereof.

            "Master Servicer No. 1": [_______________], in its capacity as
master servicer with respect to the Group 1 Loans, any related Serviced
Companion Loans and Junior Loans and any related REO Properties hereunder, or
any successor master servicer appointed as provided herein with respect to the
Group 1 Loans, any related Serviced Companion Loans and Junior Loans and any
related REO Properties; provided that Master Servicer No. 1 will provide such
administrative duties with respect to Loan C or any Loan C REO Loan as may be
expressly provided herein.

            "Master Servicer No. 2": [______], in its capacity as master
servicer with respect to the Group 2 Loans, any related Serviced Companion Loans
and Junior Loans and any related REO Properties hereunder, or any successor
master servicer appointed as provided herein with respect to the Group 2 Loans,
any related Serviced Companion Loans and Junior Loans and any related REO
Properties; provided that Master Servicer No. 2 will provide such administrative
duties with respect to Loan B or any Loan B REO Loan as may be expressly
provided herein.

            "Master Servicer No. 3": [__________], in its capacity as master
servicer with respect to the Group 3 Loans and any related REO Properties
hereunder, or any successor master


                                      -56-
<PAGE>

servicer appointed as provided herein with respect to the Group 3 Loans and any
related REO Properties.

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

            "Master Servicing Fee": With respect to each Loan (and any successor
REO Loan with respect thereto), the fee payable to the applicable Master
Servicer pursuant to the first paragraph of Section 3.11(a), computed on the
same basis and in the same manner as interest is computed on the related Loan.

            "Master Servicing Fee Rate": With respect to each [_____] Loan (and
any successor REO Loan with respect thereto), [__]% per annum; with respect to
each [____] Loan (and any successor REO Loan with respect thereto), [__]% per
annum; with respect to each [____] Loan (and any successor REO Loan with respect
thereto), [__]% per annum; and with respect to each [____] Loan (or any
successor REO Loan with respect thereto), [__]% per annum.

            "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 Junior 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 Junior 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
Junior Loan granted or agreed to by the applicable Master Servicer or Special
Servicer pursuant to Section 3.20 (or, in the case of Loan B, by the Loan B
Master Servicer or Loan B Special Servicer pursuant to a Loan B Servicing
Agreement or by the applicable Master Servicer or Special Servicer pursuant to
Article XII or, in the case of Loan C, by the Loan C Master Servicer or Loan C
Special Servicer pursuant to Loan C Servicing Agreement or by the applicable
Master Servicer or Special Servicer pursuant to Article XI) occurring prior to
such date of determination.

            "Maximum Reimbursable Workout-Delayed Reimbursement Amount": As
defined in Section 1.05(b).

            "Mezzanine Loan": Any loan constituting "Mezzanine Debt", a
"Mezzanine Loan" or "Future Mezzanine Debt" as identified in Exhibit C-2 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.


                                      -57-
<PAGE>

            "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 Servicers, the Special
Servicers 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 for the
subject Loans and REO Properties as to which the reporting Master Servicer is
the applicable Master Servicer:

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

            (b) (i) the amount of any Workout-Delayed Reimbursement Amount that
      was reimbursed to a Master Servicer, a Special Servicer or the Trustee
      during such period, (ii) the extent to which any reimbursement of a
      Workout-Delayed Reimbursement Amount made during such Due Period was made
      from principal collections on the related Loan (or any successor REO Loan
      with respect thereto) received during such Due Period as contemplated by
      clause (vi) of Section 3.05(b), (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
      Mortgage Pool received during such Due Period as contemplated by clause
      (vi) of Section 3.05(b) 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 Due
      Period, was not reimbursed to the applicable Master Servicer, the
      applicable 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
      interest thereon) that was reimbursed to the applicable Master Servicer,
      the applicable Special Servicer or the Trustee during such Due Period, and
      (ii) the extent (if any) to which any reimbursement of a Nonrecoverable
      Advance (and accrued interest thereon) was made from principal collections
      on the Mortgage Pool received during such Due Period as contemplated by
      clause (vii) of Section 3.05(a) and/or clause (vi) of Section 3.05(b);

            (g) (i) the amount of any Advance reimbursed to the applicable
      Master Servicer, the applicable Special Servicer or the Trustee as a
      Nonrecoverable Advance in a


                                      -58-
<PAGE>

      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 Distribution Adjustment Amount; and

            (h) a reconciliation of interest accrued on Advances and 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.

            To the extent that it relates to any particular Servicing Group, the
preparation of each Monthly Additional Report on Recoveries and Reimbursements
shall constitute a responsibility of the applicable Master Servicer and shall
not constitute a responsibility of any other party; provided, however, that no
Master Servicer shall be responsible for preparing a Monthly Additional Report
on Recoveries and Reimbursements in any month that neither Nonrecoverable
Advances nor Workout Delayed Reimbursement Amounts in respect of the Servicing
Group for which it is responsible were paid from principal collections in the
Collection Accounts and/or the Distribution Account. Each CMSA Loan Periodic
Update File prepared by a Master Servicer shall be accompanied by a Monthly
Additional Report on Recoveries and Reimbursements (provided that there is any
information to be included on such Monthly Additional Report on Recoveries and
Reimbursements). For the purposes of the production by a Master Servicer of a
Monthly Additional Report on Recoveries and Reimbursements, such Master Servicer
may conclusively rely (without independent verification), absent manifest error,
on information provided to it, by the Trustee, by the related Mortgage Loan
Seller, by the related Borrower, by the applicable Special Servicer (if other
than the applicable Master Servicer or an Affiliate thereof) or, to the extent
such reliance is reasonable, by any other appropriate Person.

            "Monthly Interest Distribution Amount": As to any Distribution Date
and any Class of Regular Certificates, an amount of interest equal to (a) the
Accrued Certificate Interest Amount for such Class for such Distribution Date,
reduced (to not less than zero) by (b) that portion, if any, of the Uncovered
Prepayment Interest Shortfall Amount, if any, for such Distribution Date that is
allocable to such Class pursuant to Section 4.05(a). As to any Distribution Date
and any Uncertificated Lower-Tier Interest, an amount of interest equal to (a)
the Uncertificated Accrued Interest Amount for such Uncertificated Lower-Tier
Interest for such Distribution Date, reduced (to not less than zero) by (b) that
portion, if any, of the Uncovered Prepayment Interest Shortfall Amount, if any,
for such Distribution Date that is allocable to such Uncertificated Lower-Tier
Interest pursuant to Section 4.05(b). As to any Distribution Date and any Loan
REMIC Regular Interest, an amount of interest equal to (a) the Uncertificated
Accrued Interest Amount for such Loan REMIC Regular Interest for such
Distribution Date, reduced (to not less than zero) by (b) that portion, if any,
of the Uncovered Prepayment Interest Shortfall Amount, if any, for such
Distribution Date, that is allocable to such Loan REMIC Regular Interest
pursuant to Section 4.06(c). As to any Distribution Date and any Component of
the Class [__] or Class [__] Certificates, an amount of interest equal to (a)
the Accrued Component Interest Amount for such Component for such Distribution
Date, reduced (to not less than zero) by (b) that portion, if any, of the
Uncovered Prepayment Interest Shortfall


                                      -59-
<PAGE>

Amount, if any, for such Distribution Date that is allocable to such Component
pursuant to Section 4.05(a).

            "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 applicable Master Servicer or
Special Servicer pursuant to Section 3.20 (or, in the case of Loan B, by the
Loan B Master Servicer or Loan B Special Servicer pursuant to a Loan B Servicing
Agreement, or by the applicable Master Servicer or the applicable Special
Servicer pursuant to Article XII, or in the case of Loan C, by the Loan C Master
Servicer or Loan C Special Servicer pursuant to a Loan C Servicing Agreement, or
by the applicable Master Servicer or the applicable Special Servicer pursuant to
Article XI)), 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.

            "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 Loan, Junior Loan or Serviced
Companion 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 Loan B and Loan C), the
      following documents on a collective basis:

                  (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, either in blank or to
            the order of the Trustee in the following


                                      -60-
<PAGE>

            form: "Pay to the order of [____________], as trustee for the
            registered Holders of Credit Suisse First Boston Mortgage Securities
            Corp., Commercial Mortgage Pass-Through Certificates, Series
            [______], 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 applicable Mortgage Loan
            Originator) either in blank or to "[____________], as trustee for
            the registered Holders of Credit Suisse First Boston Mortgage
            Securities Corp., Commercial Mortgage Pass-Through Certificates,
            Series [______]";

                  (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
            applicable Mortgage Loan Seller (or the applicable Mortgage Loan
            Originator), either in blank or to "[____________], as trustee for
            the registered Holders of Credit Suisse First Boston Mortgage
            Securities Corp., Commercial Mortgage Pass-Through Certificates,
            Series [______]";

                  (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 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
            applicable Mortgage Loan Seller (or the applicable Mortgage Loan
            Originator), either in blank or to "[____________], as trustee for
            the registered Holders of Credit Suisse First Boston Mortgage
            Securities Corp., Commercial Mortgage Pass-Through Certificates,
            Series [______]", which assignment may be included as part of an


                                      -61-
<PAGE>

            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) or interim binder that is marked as binding
            and countersigned by the title company, insuring the priority of the
            Mortgage as a first lien on the related Mortgaged Property, relating
            to such Loan;

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

                  (xi) UCC acknowledgement, certified or other copies of all UCC
            Financing Statements and continuation statements which show the
            filing or recording thereof (including the filing number or other
            similar filing information) or, alternatively, other evidence of
            filing or recording (including the filing number or other similar
            filing information) acceptable to the Trustee (including, without
            limitation, evidence of such filed or recorded UCC Financing
            Statement as shown on a written UCC search report from a reputable
            search firm, such as CSC/LexisNexis Document Solutions, Corporation
            Service Company, CT Corporation System and the like or printouts of
            on-line confirmations from such UCC filing or recording offices or
            authorized agents thereof) sufficient to perfect (and maintain the
            perfection of) the security interest held by the related Mortgage
            Loan Originator (and each assignee of record prior to the Trustee)
            in and to the personalty of the Borrower at the related Mortgaged
            Property, and original UCC Financing Statement assignments, in a
            form suitable for filing or recording, sufficient to assign each
            such UCC Financing Statement 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) either: (A) for [____] Loans, an original or copy of
            any subordination agreement, standstill agreement or other
            intercreditor, co-lender or similar agreement relating to
            subordinate indebtedness, including any mezzanine loan documents or
            preferred equity documents; or (B) for all other Loans with respect
            to any debt of a Borrower permitted under the related Loan, an
            original or


                                      -62-
<PAGE>

            copy of a subordination agreement, standstill agreement or other
            intercreditor, co-lender or similar agreement relating to such other
            debt, if any, including any mezzanine loan documents or preferred
            equity documents, and a copy of the Note relating to such other debt
            (if such other debt is also secured by the related Mortgage);

                  (xiv) with respect to any Cash Collateral Accounts and
            Lock-Box Accounts, an original or copy of any related account
            control agreement;

                  (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 Account Agreement (if
            separate from the related Mortgage and Loan Agreement);

                  (xvi) the originals of letters of credit, if any, relating to
            the Loans and amendments thereto which entitle the Trust to draw
            thereon; provided that in connection with the delivery of the
            Mortgage File to the Trust, such originals shall be delivered to the
            applicable Master Servicer (or, in the case of the Group 2 Loans, to
            the Trustee, provided that the Trustee shall not be responsible for
            the maintenance or renewal of any original letter of credit that it
            holds) and copies thereof shall be delivered to the Trustee;

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

                  (xviii) originals or copies of the ground lease and ground
            lease estoppels, if any, and any originals or copies of amendments,
            modifications or extensions thereto, if any;

                  (xix) for properties other than residential cooperative
            properties, the original or copy of any property management
            agreement;

                  (xx) copies of franchise agreements and franchisor comfort
            letters, if any, for hospitality properties and any applicable
            transfer/assignment documents;

                  (xxi) except in the case of [____] Loans, the checklist of the
            related Loan Documents, if any, that is included in the Mortgage
            File for the related Loan; and

                  (xxii) any additional documents required to be added to the
            Mortgage File pursuant to this Agreement.

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

                  (i) the original executed Note for such Loan, endorsed (at the
            direction of the Depositor given pursuant to the related Mortgage
            Loan Purchase Agreement) by the applicable Mortgage Loan Seller,
            either on the face thereof or pursuant to a separate allonge
            attached thereto, without recourse, either in blank


                                      -63-
<PAGE>

            or to the order of the Trustee in the following form: "Pay to the
            order of [________________], as trustee for the registered holders
            of Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [______], without
            recourse, representation or warranty, express or implied" (and
            further showing a complete, unbroken chain of endorsement from the
            applicable Mortgage Loan Originator (if such Mortgage Loan
            Originator is other than the related Mortgage Loan Seller));

                  (ii) a copy of the executed Loan B Intercreditor Agreement;

                  (iii) a copy of a Loan B Servicing Agreement;

                  (iv) a copy of the documents comprising the "Mortgage File"
            under the Loan B Servicing Agreement;

            (c) With respect to Loan C, the following documents on a collective
basis:

                  (i) the original executed Note for such Loan, endorsed (at the
            direction of the Depositor given pursuant to the related Mortgage
            Loan Purchase Agreement) by the applicable Mortgage Loan Seller,
            either on the face thereof or pursuant to a separate allonge
            attached thereto, without recourse, either in blank or to the order
            of the Trustee in the following form: "Pay to the order of
            [________________], as trustee for the registered holders of Credit
            Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
            Pass-Through Certificates, Series [______], without recourse,
            representation or warranty, express or implied" (and further showing
            a complete, unbroken chain of endorsement from the applicable
            Mortgage Loan Originator (if such Mortgage Loan Originator is other
            than the related Mortgage Loan Seller));

                  (ii) a copy of the executed Loan C Intercreditor Agreement;

                  (iii) a copy of a Loan C Servicing Agreement; and

                  (iv) a copy of the documents that make up the "Mortgage File"
            under the Loan C 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 [_____] Mortgage Loan Purchase Agreement, the [_____]
Mortgage Loan Purchase Agreement or the [_____] Mortgage Loan Purchase
Agreement.


                                      -64-
<PAGE>

            "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 total of the Trustee Fee Rate, the applicable
            Primary Servicing Fee Rate and the applicable Master Servicing 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;


                                      -65-
<PAGE>

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

                  (xx) which Servicing Group includes such Loan;

                  (xxi) if such Loan is a Co-op Loan, the Initial LTV Co-op
            Basis; and

                  (xxii) 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 [_____] Mortgage Loan Seller, (iii) the [_____] Mortgage Loan Seller,
and (iv) the [_____] Mortgage Loan Seller.

            "Mortgage Pool": All of the Loans and any successor REO Loans with
respect thereto, collectively, as of any particular date of determination. The
Mortgage Pool shall not include any Companion Loan or Junior Loan.

            "Mortgage Rate": With respect to: (i) any Loan, Serviced Companion
Loan or Junior 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 Junior
Loan, as the case may be from time to time in accordance with the related Note
and applicable law; (ii) any Loan, Serviced Companion Loan or Junior 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, Serviced Companion Loan or Junior Loan,
as the case may be, had remained outstanding.

            "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.

            "[_____] Loans": The mortgage loans transferred to the Depositor
pursuant to the [_____] Mortgage Loan Purchase Agreement and identified on
Schedule II thereto, together with any mortgage loans substituted in replacement
thereof pursuant to the [_____] Mortgage Loan Purchase Agreement.

            "[_____] Mortgage Loan Purchase Agreement": The agreement between
the Depositor as purchaser and the [_____] Mortgage Loan Seller as seller, dated
as of [_____], relating to the transfer of all of the [_____] Mortgage Loan
Seller's right, title and interest in and to the mortgage loans identified on
Schedule II thereto.


                                      -66-
<PAGE>

            "[_____] Mortgage Loan Seller": [__________], a federal savings
bank, or its successor in interest.

            "[_____] Subordinate Debt Conditions": With respect to a Borrower
encumbering a Mortgaged Property relating to an [_____] Loan that is a Co-op
Loan with a subordinate mortgage, the following conditions: (i) each of the
loans, or the sole loan, to be secured by each such subordinate mortgage is made
by [__________] or any Affiliate thereof, (ii) each such subordinate mortgage is
expressly subject and subordinate to the lien of the Mortgage encumbering the
Mortgaged Property in question, (iii) each such subordinate mortgage is
expressly made in compliance with the underwriting standards which [__________]
customarily employs in connection with making subordinate mortgages for its own
mortgage loan portfolio, (iv) as of the date of the closing of the subordinate
mortgage loan in question, the New Loan-to-Value Ratio (as defined below) does
not exceed the lesser of (A) [__]% and (B) the sum of [__]% plus the Initial LTV
Co-op Basis for the related Co-op Loan, (v) [__________] or any Affiliate
thereof that originates the subordinate mortgage loan, executes and delivers to
the Trustee a subordination agreement with respect to such subordinate mortgage
in substantially the form of Exhibit Q hereto (provided that the Trustee shall
have no responsibility for determining the sufficiency or validity thereof),
(vi) if the subordinate mortgage loan will not be a fully amortizing loan, the
stated maturity date of the subordinate mortgage loan shall be no earlier than
the maturity date of the related Co-op Loan, (vii) the subordinate mortgage loan
shall have interest payable on a current basis, with no deferral, (viii) the
subordinate mortgage loan is made principally for the purpose of funding capital
expenditures, major repairs or reserves at or with respect to the Mortgaged
Property in question and (ix) the aggregate amount of subordinate debt
encumbering the Mortgaged Property in question does not exceed $[_________]. For
purposes of this definition, and notwithstanding anything herein to the
contrary: "Mortgage Debt" shall mean the sum of (x) the aggregate outstanding
principal balance of all loans secured by one or more mortgages then encumbering
the Mortgaged Property in question (including the related Co-op Loan and any
then existing subordinate mortgage loans) and (y) the principal amount of the
proposed new subordinate mortgage loan; "New Loan-to-Value Ratio" shall mean, as
of any date for any Co-op Loan, the fraction, expressed as a percentage, the
numerator of which is the Mortgage Debt for the related Mortgaged Property on
such date, and the denominator of which is the Appraised Value of the related
Mortgaged Property; and "Appraisal" shall mean an MAI appraisal of the
applicable Mortgaged Property made, in conformance with [__________]'s customary
underwriting requirements, not more than one year prior to the origination date
of the related Co-op Loan and reviewed by Master Servicer No. 3.

            "Net Investment Earnings": With respect to any Collection Account,
any Lock-Box Account, any Cash Collateral Account, any Servicing Account or any
REO Account, for any period beginning on a Distribution Date and ending on the
following Master Servicer Remittance 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
such account in accordance with Section 3.06.

            "Net Investment Loss": With respect to any of any Collection
Account, any Lock-Box Account, any Cash Collateral Account, any Servicing
Account or any REO Account


                                      -67-
<PAGE>

for any period beginning on a Distribution Date and ending on the following
Master Servicer Remittance 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 in such account.

            "Net Mortgage Pass-Through Rate":

            (A) With respect to any Loan (or any successor REO Loan with respect
thereto) that accrues interest on a 30/360 Basis, for any Distribution Date, an
annual rate equal to the Original Net Mortgage Rate for such Loan (or, in the
case of a Specially Designated Co-op Loan (or any successor REO Loan with
respect thereto), [__]% per annum); and

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

            (1)   the numerator of which fraction is, subject to adjustment as
                  described below in this definition, an amount of interest
                  equal to the product of (a) the number of days in the related
                  Interest Accrual Period, multiplied by (b) the Stated
                  Principal Balance of such Loan (or such REO Loan) immediately
                  preceding such Distribution Date, multiplied by (c) 1/360,
                  multiplied by (d) the Original Net Mortgage Rate for such Loan
                  (or, in the case of a Specially Designated Co-op Loan (or any
                  successor REO Loan with respect thereto), [__]% per annum);
                  and

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

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

            "Net Mortgage Rate": With respect to any Loan, Junior Loan, Serviced
Companion Loan or REO Loan, as of any date of determination, a per annum rate
equal to the related Mortgage Rate then in effect, minus the sum of the related
Master Servicing Fee Rate (if any), the related Primary Servicing Fee Rate (if
any) and the Trustee Fee Rate.

            "Net Operating Income": With respect to any Mortgaged Property
(other than a residential cooperative property), for any Borrower's fiscal year
end, the total operating revenues


                                      -68-
<PAGE>

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 or
Loan Combination, as applicable.

            "New Lease": Any lease of REO Property entered into at the direction
of the applicable 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
(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
(exercised in accordance with the Servicing Standard in the case of the judgment
of a Master Servicer or Special Servicer) of the applicable Master Servicer, the
applicable 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 Loan. The determination
by a Master Servicer, a Special Servicer or the Trustee that it has made (or, in
the case of a determination made by the applicable Special Servicer, that a
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 a Master Servicer, (ii) to the applicable Master
Servicer and the Trustee in the case of a Special Servicer, (iii) to the
Depositor and the applicable Master Servicer, in the case of the Trustee, and
(iv) in each case, to the Directing Certificateholder, any Requesting
Subordinate Certificateholder (at the expense of such requesting Holder) and,
provided that the certifying party has actual knowledge of the identity thereof,
any related Companion Loan Holder(s) and/or Junior Loan Holder(s) (or, in the
case of a Companion Loan or Junior Loan that is part of a rated commercial
mortgage securitization, to the related master servicer). Such Officer's
Certificate shall set forth such determination of nonrecoverability and the
considerations of the applicable Master Servicer, the applicable Special
Servicer, or the Trustee, as the case may be, 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 applicable Master Servicer as a Servicing
Advance or, depending on the timing of payment, subject to Section 3.03(c), paid
out of the applicable Collection Account). The Trustee shall be entitled to
conclusively rely on the applicable Master Servicer's determination that a P&I
Advance is nonrecoverable. The applicable Master Servicer and the Trustee shall
be entitled to conclusively rely on the applicable Special Servicer's
determination that a P&I Advance is nonrecoverable. Notwithstanding the
foregoing: (i) if Master Servicer No. 1 and/or the Trustee is prevented from
making any P&I Advance with respect to Loan A or any successor REO Loan with
respect thereto based upon Section [___] of Loan A Senior Notes Intercreditor
Agreement (without regard to the foregoing provisions of this definition), then
such P&I Advance shall be deemed to


                                      -69-
<PAGE>

be a Nonrecoverable P&I Advance hereunder; and (ii) if any of the other
Companion Loans is securitized as part of a rated commercial mortgage
securitization similar to the commercial mortgage securitization contemplated by
this Agreement, and if the master servicer for such commercial mortgage
securitization is approved by S&P to act in that capacity, and if the applicable
Master Servicer has actual knowledge that a party (with respect to such other
commercial mortgage securitization) responsible for making delinquency advances
similar to P&I Advances hereunder on any such other Companion Loan has
determined, in accordance with the requirements of the related securitization
agreement, that any such delinquency advance made or to be made with respect to
such securitized Companion Loan (or any successor REO Loan or similar deemed
mortgage loan with respect thereto) would be nonrecoverable out of collections
on such Companion Loan (or such REO Loan or similar deemed mortgage loan), then
(for so long as the applicable Master Servicer has actual knowledge that
delinquency advances are not being made with respect to such securitized
Companion Loan (or any successor REO Loan or similar deemed mortgage loan with
respect thereto) in connection with such other commercial mortgage
securitization by reason of such nonrecoverability determination) any P&I
Advance that is required to be made hereunder with respect to the related A Loan
(or any successor REO Loan with respect thereto) shall be deemed to be a
Nonrecoverable P&I Advance.

            "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 (exercised in accordance with the Servicing Standard in
the case of the judgment of a Master Servicer or Special Servicer) of the
applicable Master Servicer, the applicable 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 a Master Servicer, a Special Servicer
or the Trustee that it has made (or, in the case of a determination made by the
applicable Special Servicer, that a 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 a Master Servicer, (ii) to the applicable Master Servicer and the
Trustee in the case of a Special Servicer, (iii) to the Depositor and the
applicable Master Servicer, in the case of the Trustee, and (iv) and in each
case, to the Directing Certificateholder, any Requesting Subordinate
Certificateholder (at the expense of such requesting Holder) and, provided that
the certifying party has actual knowledge of the identity thereof, any related
Companion Loan Holder(s) and/or Junior Loan Holder(s) (or, in the case of a
Companion Loan or Junior Loan that is part of a rated commercial mortgage
securitization, to the related master servicer). Such Officer's Certificate
shall set forth such determination of nonrecoverability and the considerations
of the applicable Master Servicer, the applicable Special Servicer or the
Trustee, as the case may be, 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 applicable Master Servicer as a Servicing Advance or,
depending on the timing of payment, subject to Section 3.03(c), paid out of the
applicable Collection Account). The Trustee will be entitled to conclusively
rely on the


                                      -70-
<PAGE>

applicable Master Servicer's determination that a Servicing Advance is
nonrecoverable. The applicable Master Servicer and the Trustee shall be entitled
to conclusively rely on the applicable Special Servicer's determination that a
Servicing Advance is a Nonrecoverable Servicing Advance. Notwithstanding the
foregoing, if Master Servicer No. 1 and/or the Trustee is prevented from making
any Servicing Advance with respect to the Loan A Total Loan or any successor REO
Loan with respect thereto based upon Section [___] of Loan A Senior Notes
Intercreditor Agreement (without regard to the foregoing provisions of this
definition), then such Servicing Advance shall be deemed a Nonrecoverable
Advance.

            "Non-Registered Certificate": Any Certificate that has not been
subject to registration under the Securities Act. As of the Closing Date, the
Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [__], Class [__], Class [__] and Class [__] Certificates will constitute
Non-Registered Certificates.

            "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 Loan,
Serviced Companion Loan or Junior Loan, as the case may be, together with any
rider, addendum or amendment thereto.

            "NRSRO": A 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 a Master Servicer or a 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, a Master Servicer or a Special Servicer,
acceptable in form and delivered to the Trustee, except that any opinion of
counsel relating to (a) the qualification of any Trust REMIC as a REMIC, (b)
compliance with the REMIC Provisions or (c) the resignation of the Depositor, a
Master Servicer or a 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. As to any Distribution Date and any Uncertificated
Lower-Tier Interest, the sum of the Monthly Interest Distribution Amount and the
Unpaid Interest Shortfall Amount for such Uncertificated Lower-Tier Interest for
such Distribution Date. As to any Distribution Date and any Loan REMIC Regular
Interest, the sum of the Monthly Interest Distribution Amount and the Unpaid
Interest Shortfall Amount for such Loan REMIC Regular Interest for such
Distribution Date. As to any Distribution Date and any Component of the Class
[__] or Class [__] Certificates, the sum of the Monthly Interest Distribution
Amount and the Unpaid Interest Shortfall Amount for such Component for such
Distribution Date.


                                      -71-
<PAGE>

            "Original Class Principal Balance": With respect to any Class of
Sequential Pay 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 Notional Balance": With respect to the Class
[__] Lower-Tier Interest, the initial notional balance thereof as of the Closing
Date, as specified in the Preliminary Statement hereto.

            "Original Lower-Tier Principal Amount": With respect to any
Uncertificated Lower-Tier Interest (other than the Class [__] Lower-Tier
Interest), the principal amount thereof as of the Closing Date, in each case as
specified in the Preliminary Statement hereto.

            "Original Net Mortgage Rate": With respect to any Loan, the Net
Mortgage Rate in effect for such Loan as of the Closing Date (or, in the case of
any Loan substituted in replacement of another Loan pursuant to or as
contemplated by the related Mortgage Loan Purchase Agreement, as of the date of
substitution).

            "Original Class Notional Amount": With respect to any Class of
Interest-Only Certificates, the initial aggregate notional balance 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 any successor REO Loan with
respect thereto), any advance made by the Master Servicer or the Trustee, as
applicable, pursuant to Section 4.03 or Section 7.05.

            "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 [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate


                                      -72-
<PAGE>

               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate
               Class [__]:            Class [__] Pass-Through Rate

            "Penalty Charges": With respect to any Loan, Junior Loan, Serviced
Companion Loan or REO Loan, any amounts actually collected thereon from the
Borrower that represent late payment charges or Default Interest; provided that,
in the case of Loan B or any Loan B REO Property, "Penalty Charges" shall be
limited to only such collections of the type described above in this definition
as are remitted to the applicable Master Servicer on behalf of the Trust under a
Loan B Servicing Agreement or, if Article XII is in effect, as are transferred
from the Loan B Custodial Account to the Collection Account pursuant to Section
12.04(b); and provided, further, that, in the case of Loan C or any Loan C REO
Property, "Penalty Charges" shall be limited to only such collections of the
type described above in this definition as are remitted to the applicable Master
Servicer on behalf of the Trust under a Loan C Servicing Agreement or, if
Article XI is in effect, as are deposited in the applicable Collection Account
pursuant to Section 11.04(d).

            "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, as set forth on the face
thereof, divided by the initial Class Principal Balance (or, in the case of a
Class of Interest-Only Certificates, the Class Notional Amount) of such Class of
Certificates as of the Closing Date. With respect to a Class [__] or Class [__]
Certificate, the percentage interest as set forth on the face thereof.

            "Performance Certification": As defined in Section 3.26.

            "Performing Party": As defined in Section 3.26.

            "Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the Depositor, a Master
Servicer, a 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


                                      -73-
<PAGE>

      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 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


                                      -74-
<PAGE>

            (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 applicable 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 [__] 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.

            "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.

            "[__] Loans": Collectively, the mortgage loans transferred to the
Depositor pursuant to the [__] Mortgage Loan Purchase Agreement and identified
on Schedule II thereto, together with any mortgage loans substituted in
replacement thereof.

            "[__] Mortgage Loan Purchase Agreement": The agreement between the
Depositor and the [__] Mortgage Loan Seller, dated as of [_______], relating to
the transfer of the [__] Mortgage Loan Seller's right, title and interest in and
to the mortgage loans identified on Schedule II thereto.

            "[__] Mortgage Loan Seller": [_________], a national banking
association and its successors in interest.


                                      -75-
<PAGE>

            "Prepayment Assumption": With respect to all 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; provided that, in the case of ARD Loans, it is further
assumed that such 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,
for each Loan that was subject to a voluntary Principal Prepayment in full or in
part, or as to which Insurance and Condemnation Proceeds were received by a
Master Servicer or Special Servicer for application to such Loan (including, in
the case of Loan B, by the Loan B Master Servicer or Loan B Special Servicer,
or, in the case of Loan C, by the Loan C Master Servicer or Loan C Special
Servicer, in any event 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 (net of related Master Servicing Fees
and Primary Servicing Fees payable therefrom) accrued at the Mortgage Rate for
such Loan on the amount of such Principal Prepayment or, insofar as these
represent an early collection of principal, such Insurance and Condemnation
Proceeds after the end of the Mortgage Interest Accrual Period relating to such
Due Date and accruing in the manner set forth in the Loan Documents relating to
such Loan, to the extent such interest is collected by or remitted to the
applicable Master Servicer or Special Servicer.

            "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Loan that was subject to a voluntary Principal Prepayment in full
or in part, or as to which Insurance and Condemnation Proceeds were received by
a Master Servicer or Special Servicer for application to such Loan (including,
in the case of Loan B, by the Loan B Master Servicer or Loan B Special Servicer,
or, in the case of Loan C, by the Loan C Master Servicer or Loan C Special
Servicer, in any event 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 (net of
related Master Servicing Fees and Primary Servicing Fees payable therefrom) that
would have accrued at the Mortgage Rate for such Loan, on the amount of such
Principal Prepayment or, insofar as these represent an early collection of
principal, such 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 subject 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 Loan B
shall be determined in accordance with Loan B Servicing Agreement, and any
Prepayment Interest Shortfall with respect to Loan C shall be determined in
accordance with Loan C Servicing Agreement.

            "Primary Servicer": Any initial Master Servicer or any other
subservicer specifically identified as a "Primary Servicer" hereunder or in a
Sub-Servicing Agreement dated as of [_________] between a Master Servicer and
such subservicer, in its capacity as a primary servicer, or any successors
thereto. Notwithstanding any other provision herein to the contrary, each
initial Master Servicer shall be a "Primary Servicer" hereunder and no
Sub-Servicing Agreement shall be required with respect to any such Primary
Servicer.


                                      -76-
<PAGE>

            "Primary Servicing Agreement": Each of the Sub-Servicing Agreements
dated as of [_________], by and between a Master Servicer and a Primary
Servicer.

            "Primary Servicing Fee": With respect to each Loan, Loan A Companion
Loan and Loan A Junior Loan (and any successor REO Loan with respect to any of
the foregoing), the fee payable to the related Primary Servicer under the
applicable Primary Servicing Agreement or to the applicable Master Servicer
pursuant to Section 3.11(a), based on the Primary Servicing Fee Rate, and
computed on the same basis and in the same manner as interest is computed on the
related Loan.

            "Primary Servicing Fee Rate": With respect to each Loan (and any
successor REO Loan with respect thereto), the annual rate equal to (a) the rate
specified with respect to such Loan on the Mortgage Loan Schedule under the
heading "Servicing and Trustee Fees", minus (b) the sum of the Trustee Fee Rate
and the applicable Master Servicing Fee Rate; and with respect to each Loan A
Companion Loan and Loan A Junior Loan (and any successor REO Loan with respect
to any of the foregoing), [__]% per annum.

            "Principal Distribution Adjustment Amount": As to any Distribution
Date, the sum of (i) the amount of any Nonrecoverable Advance that was
reimbursed to the applicable Master Servicer or the Trustee and that was deemed
to have been reimbursed out of principal collections that would otherwise
constitute part of the Principal Distribution Amount and (ii) any
Workout-Delayed Reimbursement Amount that was reimbursed to the applicable
Master Servicer or the Trustee and that was deemed to have been reimbursed out
of principal collections that would otherwise constitute part 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 (other
than the final 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 with respect to the Loans (but not in
respect of Loan B, Loan C or any Serviced Companion Loan or Junior Loan) during
the related Due Period, exclusive of any portion 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 the principal portion of a
Monthly Payment due on or before the Due Date for the related Loan in [_____] or
on a due date for the related Loan subsequent to the end of the related Due
Period, (ii) the principal portion of all Monthly Payments received by or on
behalf of the Trust with respect to the Loans (but not in respect of Loan B,
Loan C or any Serviced Companion Loan or Junior Loan) 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 Loan B, Loan C or any Serviced Companion Loan or Junior Loan) or any
related Administered REO Properties during the related Due Period and that were
identified and applied by the applicable Master Servicer as recoveries of
principal of the subject Loan (but not in respect of Loan B, Loan C or any
Serviced Companion Loan or Junior Loan) or, in the case of an Administered REO
Property, of the related REO Loan (but not an REO Loan in respect of a
predecessor Serviced Companion Loan or Junior Loan), in each case net of any
portion of the particular collection that represents a late collection of
principal for which an Advance of


                                      -77-
<PAGE>

principal was previously made for a prior Distribution Date or that represents
the principal portion of a Monthly Payment due on or before the Due Date for the
related Loan in [_______], (iv) all Advances of principal made with respect to
the Mortgage Pool for that Distribution Date, (v) either (A) if the Loan B Total
Loan or any Loan B REO Property is then being serviced and administered pursuant
to a Loan B Servicing Agreement, all amounts received by Master Servicer No. 2
on behalf of the Trust as remittances under such Loan B Servicing Agreement on
or with respect to Loan B or any Loan B REO Loan as of the close of business on
the Business Day immediately prior to the related Master Servicer Remittance
Date, which amounts represent a payment, advance or other recovery of principal
with respect to Loan B or any Loan B REO Loan, as the case may be, exclusive of
any portion of such amounts that (1) represents a late collection of principal
due on or before the Cut-off Date or for which an Advance was previously made
under this Agreement for a prior Distribution Date, (2) was received by or on
behalf of the Loan B Master Servicer or Loan B Special Servicer, as applicable,
after the end of the related Due Period or (3) was previously included in (or,
but for the next paragraph, would have been previously included in) the
Principal Distribution Amount for a prior Distribution Date, or (B) if the Loan
B Total Loan or any Loan B REO Property is then being serviced and administered
pursuant to Article XII, the total of all amounts described in clauses (i)
through (iv) above with respect to Loan B or any Loan B REO Loan (calculated as
if Loan B was a Serviced Loan or any Loan B REO Property was an Administered REO
Property, as applicable), and (vi) either (A) if the Loan C Total Loan or any
Loan C REO Property is then being serviced and administered pursuant to a Loan C
Servicing Agreement, all amounts received by Master Servicer No. 1 on behalf of
the Trust as remittances under such Loan C Servicing Agreement on or with
respect to Loan C or any Loan C REO Loan as of the close of business on the
Business Day immediately prior to the related Master Servicer Remittance Date,
which amounts represent a payment, Advance or other recovery of principal with
respect to Loan C or any Loan C REO Loan, as the case may be, exclusive of any
portion of such amounts that (1) represents a late collection of principal due
on or before the Cut-off Date or for which an Advance was previously made under
this Agreement for a prior Distribution Date, (2) was received by or on behalf
of the Loan C Master Servicer or Loan C Special Servicer, as applicable, after
the end of the related Due Period or (3) was previously included in (or, but for
the next paragraph, would have been previously included in) the Principal
Distribution Amount for a prior Distribution Date, or (B) if Loan C or any Loan
C 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 Loan C or any Loan C REO Loan (calculated as if Loan C was a Serviced
Loan or any Loan C 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 Serviced Loan or Administered 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
or REO Property, shall be reduced to not less than zero by any Special Servicing
Fees, Liquidation Fees or interest on Advances previously paid hereunder with
respect to such Loan or REO Property from collections on the Mortgage Pool 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
for any Distribution Date will be reduced by the Principal Distribution
Adjustment Amount for such


                                      -78-
<PAGE>

Distribution Date; and (ii) the Principal Distribution Amount will be increased
by the amount of any recovery occurring during the related Due Period of an
amount that was previously advanced with respect to a Loan, but only if and to
the extent such Advance was previously reimbursed from principal collections
that would otherwise have constituted part of the Principal Distribution Amount
for a prior Distribution Date in a manner that resulted in a Principal
Distribution Adjustment Amount for such prior Distribution Date.

            "Principal Prepayment": Any payment of principal made by the
Borrower on a Loan that is received (including, in the case of Loan B, by the
Loan B Master Servicer or Loan B Special Servicer on behalf of the Trust and, in
the case of Loan C, by the Loan C Master Servicer or Loan C 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.

            "Privileged Person": Each holder of a Certificate, each of the
parties to this Agreement, each of the Rating Agencies, each of the
Underwriters, each Junior 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 (and a Master Servicer may) provide all Privileged
Persons with access to certain restricted information on its 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.

            "Projected Debt Service Coverage Ratio": With respect to any Co-op
Loan, as of any date of determination, the Projected Net Cash Flow for the
related Mortgaged Property on an annualized basis, divided by the annualized
Monthly Payments for such Co-op Loan.

            "Projected Net Cash Flow": With respect to any Mortgaged Property
that is a residential cooperative property, projected net operating income at
such Mortgaged Property, as set forth in the Appraisal obtained with respect to
such Mortgaged Property in connection with the origination of the related Co-op
Loan (or an updated Appraisal, if required hereunder), assuming such Mortgaged
Property was operated as a rental property with rents set at prevailing market
rates taking into account the presence of existing rent controlled or rent
stabilized occupants, reduced by underwritten capital expenditures, property
operating expenses, a market-rate vacancy assumption and projected reserves.

            "Prospectus": The Prospectus dated [_________], as supplemented by
the Prospectus Supplement.

            "Prospectus Supplement": The Prospectus Supplement dated
[_________], relating to the offering of the Public Certificates.

            "PTCE": A prohibited transaction class exemption, as issued by the
United States Department of Labor.


                                      -79-
<PAGE>

            "PTE": A prohibited transaction exemption, as issued by the United
States Department of Labor.

            "Purchase Price": With respect to any Loan to be purchased (a) by or
on behalf of a Responsible Party pursuant to or as contemplated by Section [7]
of the related Mortgage Loan Purchase Agreement, (b) by the Directing
Certificateholder pursuant to Section 3.18(b), a 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, by any
Companion Loan Holder or Junior Loan Holder or (d) by the holders of more than
50% of the Percentage Interests in the Controlling Class, a Special Servicer or
a 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 Junior 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 any related
      Servicing Advances reimbursed by the Trust Fund out of general collections
      on the Mortgage Pool) plus accrued and unpaid interest on related Advances
      at the Reimbursement Rate;

            (iv) if such Loan is being repurchased by or on behalf of a
      Responsible Party pursuant to or as contemplated by 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 Junior 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 Loan A by a Loan A Junior Loan Holder or a Loan A Companion
      Loan Holder even if such party purchases Loan A after 60 days from the
      date it became a Specially Serviced Loan; and

            (vi) if such Loan is being purchased by or on behalf of a
      Responsible Party pursuant to or as contemplated by Section [7] of the
      related Mortgage Loan Purchase Agreement, all reasonable out-of-pocket
      expenses reasonably incurred (whether paid or then owing) by the
      applicable Master Servicer, the applicable Special Servicer, the Depositor
      and the Trustee in respect of the Breach, Defect or defeasance 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


                                      -80-
<PAGE>

      definition, any Trust Fund expenses incurred prior to such purchase date
      with respect to such Loan and/or (if applicable) its related Companion
      Loan or Junior Loan.

            With respect to any Defaulted Loan to be purchased by the Directing
Certificateholder (or any assignee thereof) or a 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(s).

            "Qualified Appraiser": In connection with the appraisal of any
Mortgaged Property or REO Property, an Independent MAI-designated or equivalent
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 Loan, Serviced
Companion Loan, Junior 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
"[__]" by Moody's and "[__]" by each of S&P and Fitch, (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 "[__]" by
Moody's and "[__]" by S&P or, in the case of clauses (i) and (ii), such other
rating as each such 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


                                      -81-
<PAGE>

not less than the current Debt Service Coverage Ratio of the deleted Loan
(provided that, with respect to Co-op Loans and any related replacement Loans,
such Debt Service Coverage Ratios shall mean Projected Debt Service Coverage
Ratio); (x) be determined by an Opinion of Counsel (at the applicable
Responsible Party'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
Responsible Party); (xiii) have been approved by the Directing Certificateholder
in its sole discretion; (xiv) prohibit defeasance within two years after the
Closing Date; (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 and (xvi) be secured by a
residential cooperative property if it is replacing a Co-op Loan. 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. When a Qualified Substitute Mortgage Loan is substituted
for a deleted Loan, the applicable Responsible Party shall certify that such
mortgage 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 Sequential Pay
Certificates, other than the Class [__] Certificates, the Distribution Date
occurring in [_________].

            "Rating Agency": Each of S&P and Moody's, (and, solely with respect
to matters concerning the Loan A Total Loan, Loan B Total Loan and Loan C Total
Loan, in each such case if Fitch is rating the certificates issued pursuant to a
securitization which contains a related Companion Loan, Fitch) 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
Moody's 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 Fitch shall refer to the ratings assigned by
Fitch to certificates issued pursuant to a securitization which contains a Loan
A Companion Loan, Loan B Companion Loan or Loan C Companion Loan.

            "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.


                                      -82-
<PAGE>

            "Reference Rate": With respect to any Distribution Date from and
including the [_________] Distribution Date to and including the [_________]
Distribution Date, the corresponding rate per annum set forth on Exhibit K
hereto.

            "Registered Certificate": Any Certificate that has been subject to
registration under the Securities Act. As of the Closing Date, the Class [___],
Class [___], Class [___], Class [___], Class [___] and Class [___] Certificates
constitute Registered Certificates.

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

            "Regular Certificate": Any Sequential Pay Certificate or
Interest-Only Certificate.

            "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" 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.

            "Release Date": With respect to any Class of Non-Registered
Certificates (other than the Class [__] and Class [__] 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.

            "Remaining Principal Distribution Amount": As to any Distribution
Date and any Class of Sequential Pay Certificates (exclusive of the Class [__]
Sequential Pay Certificates), the amount, if any, by which the Principal
Distribution Amount for such Distribution Date exceeds the aggregate amount
distributed in respect of principal on such Distribution Date to all Classes of
Sequential Pay Certificates (including the Class [__] Sequential Pay
Certificates) senior to the subject Class.


                                      -83-
<PAGE>

            "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.

            "REO Account": A segregated custodial account or accounts created
and maintained by a Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders and any related Junior Loan
Holder(s) and/or Companion Loan Holder(s), 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 and any related Junior Loan
Holder(s) and/or Companion Loan Holder(s), as their interests may appear, Series
[______], 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 Junior 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 Junior Loan, as the case may be,
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 Junior Loan, as the case may be). Each REO Loan shall be deemed to have an
initial outstanding principal balance and, if applicable, Stated Principal
Balance equal to the outstanding principal balance and, if applicable, Stated
Principal Balance, respectively, of its predecessor Loan, Serviced Companion
Loan or Junior Loan, as applicable, as of the related REO Acquisition Date. All
amounts due and owing in respect of the predecessor Loan, Serviced Companion
Loan or Junior Loan, as applicable, 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


                                      -84-
<PAGE>

payable or reimbursable to any Master Servicer, any Special Servicer or the
Trustee, as applicable, in respect of the predecessor Loan, Serviced Companion
Loan or Junior 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
applicable 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 relevant party hereunder 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 general collections on the Mortgage Pool 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 a Master
Servicer or 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, Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts with respect to such REO Loan (in the case
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts, that were
paid from general collections of principal on the Mortgage Pool and resulted in
principal distributed to the Certificateholders being reduced), Primary
Servicing Fees and Master Servicing Fees and related interest due the applicable
Master Servicer or the Trustee; second, as a recovery of any remaining accrued
and unpaid interest on such REO Loan at the related Net 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, prepayment consideration and Penalty Charges.

            "REO Property": A Mortgaged Property acquired on behalf and in the
name of the Trustee for the benefit of the Certificateholders (or, in the case
of a Mortgaged Property securing the Loan A Total Loan or any CBA A/B Loan Pair,
for the benefit of the Certificateholders and the related Companion Loan
Holder(s) and/or Junior Loan Holder(s), as their interests may appear), through
foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in
accordance with applicable law in connection with the default or imminent
default of a Loan or a Loan Combination; provided that the Loan B Property and
Loan C Property shall constitute an REO Property if acquired under a Loan B
Servicing Agreement and Loan C Servicing Agreement, respectively, in each case
for the benefit of the related Companion Loan Holders and the Trust, as their
interests may appear, through foreclosure, acceptance of a deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in connection with a
default or imminent default of the subject Loan Combination.

            "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 the Loan B Total Loan or Loan C Total 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 a
Master Servicer or a Special Servicer, as applicable, in the form of Exhibit D
attached hereto.


                                      -85-
<PAGE>

            "Requesting Subordinate Certificateholder": The Holder of any of the
Class [__], Class [__], Class [__], Class [__] or Class [__] Certificates, that
delivers notice to the Trustee, the Master Servicers and the Special Servicers
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 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.

            "Responsible Party": As to the specified Loans, the indicated party:
(a) in the case of the CSFB Loans, the CSFB Mortgage Loan Seller; (b) in the
case of the [___] Loans, the [___] Mortgage Loan Seller; (c) in the case of the
[___] Loans, the [___] Mortgage Loan Seller; and (d) in the case of the [___]
Loans, the [___] Mortgage Loan Seller; provided that, insofar as the obligations
of the CSFB Mortgage Loan Seller under Section [7] of the CSFB Mortgage Loan
Purchase Agreement are guaranteed by the Column Performance Guarantor, then the
term "Responsible Party" shall, as to the CSFB Loans, mean the CSFB Mortgage
Loan Seller and the Column Performance Guarantor, individually and collectively,
as the context may require.

            "Restricted Master Servicer Reports": Collectively, to the extent
not filed with the Commission, the CMSA Comparative Financial Status Report, the
CMSA Servicer Watch List, the CMSA Operating Statement Analysis Report, the CMSA
Financial File, 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": 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.

            "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.


                                      -86-
<PAGE>

            "Sarbanes Act": As defined in Section 3.26.

            "Sarbanes-Oxley Certification": As defined in Section 3.26.

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

            "Security Agreement": With respect to any Loan, Serviced Companion
Loan or Junior 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, Serviced Companion Loan or
Junior Loan, as the case may be.

            "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 of the Class Principal Balances of
the Class [__], Class [__], Class [__] and Class [__] 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 [__], Class [__], Class
[__], Class [__], Class [__], Class [__] and Class [__] Certificates on such
Distribution Date pursuant to Section 4.01(a) have been so made.

            "Sequential Pay Certificates": Any of the Class [__], Class [__],
Class [__], Class [__], Class [___], Class [___], Class [__], Class [__], Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [__], Class [__] or Class [__] Certificates.

            "Series [_____] Appraisal Reduction Amount": An "Appraisal Reduction
Amount" under the Series [_____] PSA.

            "Series [_____] Appraisal Reduction Event": An "Appraisal Reduction
Event" under the Series [_____] PSA.

            "Series [______] Assumed Scheduled Payment": An "Assumed Scheduled
Payment" under the Series [______] PSA.

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

            "Series [______] Certificateholder": A "Certificateholder" under the
Series [______] PSA.

            "Series [______] Collection Account": The "Collection Account" under
the Series [______] PSA.

            "Series [______] Depositor": The "Depositor" under the Series
[______] PSA.


                                      -87-
<PAGE>

            "Series [______] Directing Certificateholder": The "Series [______]
Directing Certificateholder" under the Series [______] PSA.

            "Series [______] Event of Default": An "Event of Default" under the
Series [______] PSA.

            "Series [______] Master Servicer": The "Master Servicer" under the
Series [______] PSA.

            "Series [______] Loan B Custodial Account": The "Loan B Custodial
Account" under the Series [______] PSA.

            "Series [______] PSA": The Pooling and Servicing Agreement dated as
of [_________], among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, [_______________], as master servicer, [_______________], as special
servicer, and [_______________], as trustee, relating to the Series [______]
Certificates, as such agreement may from time to time be modified, amended,
supplemented or restated.

            "Series [______] Rating Agency": A "Rating Agency" under the Series
[______] PSA.

            "Series [______] Requesting Subordinate Certificateholder": The
"Requesting Subordinate Certificateholder" under the Series [______] PSA.

            "Series [______] Servicing Standard": The "Servicing Standard" under
the Series [______] PSA.

            "Series [______] Servicing Transfer Event": A "Servicing Transfer
Event" under the Series [______] PSA.

            "Series [______] Special Servicer": The "Special Servicer" under the
Series [______] PSA.

            "Series [______] Specially Serviced Mortgage Loan": A "Specially
Serviced Mortgage Loan" under the Series [______] PSA.

            "Series [______] Trust": The "Trust" under the Series [______] PSA.

            "Series [______] Trustee": The "Trustee" under the Series [______]
PSA.

            "Series [______] Appraisal Reduction Amount": An "Appraisal
Reduction Amount" under the Series [______] PSA.

            "Series [______] Appraisal Reduction Event": An "Appraisal Reduction
Event" under the Series [______] PSA.

            "Series [______] Assumed Scheduled Payment": An "Assumed Scheduled
Payment" under the Series [______] PSA.


                                      -88-
<PAGE>

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

            "Series [______] Certificateholder": A "Certificateholder" under the
Series [______] PSA.

            "Series [______] Collection Account": The "Collection Account" under
the Series [______] PSA.

            "Series [______] Companion Loan Custodial Account": The "Companion
Loan Custodial Account" under the Series [______] PSA with respect to Loan C.

            "Series [______] Depositor": The "Depositor" under the Series
[______] PSA.

            "Series [______] Directing Certificateholder": The "Series [______]
Directing Certificateholder" under the Series [______] PSA.

            "Series [______] Event of Default": An "Event of Default" under the
Series [______] PSA.

            "Series [______] Master Servicer": The "Master Servicer" under the
Series [______] PSA.

            "Series [______] PSA": The Pooling and Servicing Agreement dated as
of [____________], among Credit Suisse First Boston Mortgage Securities Corp.,
as depositor, [_______________], as master servicer, [_______________], as
special servicer, and [_______________], as trustee, relating to the Series
[______] Certificates, as such agreement may from time to time be modified,
amended, supplemented or restated.

            "Series [______] Rating Agency": A "Rating Agency" under the Series
[______] PSA.

            "Series [______] Requesting Subordinate Certificateholder": A
"Requesting Subordinate Certificateholder" under the Series [______] PSA.

            "Series [______] Servicing Standard": The "Servicing Standard" under
the Series [______] PSA.

            "Series [______] Servicing Transfer Event": A "Servicing Transfer
Event" under the Series [______] PSA.

            "Series [______] Special Servicer": The "Special Servicer" under the
Series [______] PSA.

            "Series [______] Specially Serviced Loan": A "Specially Serviced
Loan" under the Series [______] PSA.

            "Series [______] Trust": The "Trust" under the Series [______] PSA.


                                      -89-
<PAGE>

            "Series [______] Trustee": The "Trustee" under the Series [______]
PSA.

            "Serviced Companion Loan": Each of Loan A Companion Loans.

            "Serviced Companion Loan Holder": Any holder of a Serviced Companion
Loan or any successor REO Loan with respect thereto.

            "Serviced Loan": Any Loan other than Loan B and Loan C.

            "Serviced Loan Combinations": The Loan A 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 a Master Servicer or Special Servicer (or, if applicable, the
Trustee) in connection with the servicing of a Loan and/or (if applicable) the
related Serviced Companion Loan(s) and/or Junior Loan(s), 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 a Master Servicer and/or 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 a Master Servicer or Special
Servicer to the extent such cost is allocable to a particular Mortgaged Property
that such Master Servicer or 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,
Junior 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(s) and/or Junior Loan(s), 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 a 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 Fee": With respect to any Loan, Loan A Companion Loan or
Loan A Junior Loan (and any successor REO Loan with respect to any of the
foregoing), any related Master Servicing Fee and related Primary Servicing Fee,
together.

            "Servicing Fee Rate": With respect to any Loan, Loan A Companion
Loan or Loan A Junior Loan (and any successor REO Loan with respect to any of
the foregoing), the sum of any related Master Servicing Fee Rate and any related
Primary Servicing Fee Rate.


                                      -90-
<PAGE>

            "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 Junior Loan or
which are reasonably required for the ongoing administration of such Loan,
Serviced Companion Loan or Junior Loan, as the case may be, 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 Group": Servicing Group No. 1, Servicing Group No. 2 or
Servicing Group No. 3, as applicable.

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

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

            "Servicing Group No. 3": Collectively, all of the Loans that are
Group 3 Loans and any successor REO Loans with respect thereto.

            "Servicing Officer": Any officer and/or employee of a Master
Servicer or Special Servicer involved in, or responsible for, the administration
and servicing of Loans, whose name and specimen signature appear on a list of
servicing officers furnished by such Master Servicer or Special Servicer, as the
case may be, 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 Loan B, any Loan B REO
Property, Loan C and any Loan C REO Property, in each case, only to the extent
that the applicable 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 Junior 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 Junior Loan, as the case may be, 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, Serviced Companion Loan or Junior Loan, as the case may be, and is
      diligently pursuing such refinancing, (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
      [120] days at the Directing Certificateholder's discretion); or


                                      -91-
<PAGE>

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

            (iii) the applicable Master Servicer or, with the approval of the
      Directing Certificateholder, the applicable Special Servicer determines
      that a payment default or a material non-monetary 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 Junior Loan, as the case may be, 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 applicable 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 Junior 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, the occurrence of a monetary default in the
      following month; or

            (ix) any other default has occurred which, in the reasonable
      judgment of the applicable Special Servicer (with the approval of the
      Directing Certificateholder) or the applicable Master Servicer, has
      materially and adversely affected the value of such Loan, Serviced
      Companion Loan or Junior Loan, as the case may be, or otherwise materially
      and adversely affects the interests of the Certificateholders and, in
      either such case, has continued unremedied for [60] days (irrespective of
      any applicable grace period specified in the related Loan Documents),
      provided that the failure of the related Borrower to obtain all-risk
      casualty insurance that does not contain any carve-out for terrorist or
      similar act (other than such amounts as are specifically required by the
      related Loan


                                      -92-
<PAGE>

      Agreement) shall not apply with respect to this clause if the applicable
      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.

            Notwithstanding the foregoing, if a default occurs under any Loan
Combination, which the related Junior 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 Junior 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 the Mortgage Pool 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.

            "Single-Purpose Entity" or "SPE": A person, other than an
individual, whose organizational documents provide (with such exceptions as may
be approved by the applicable 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


                                      -93-
<PAGE>

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 without
Rating Agency confirmation of Certificate ratings, in respect of any Significant
Loan, 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 [__]% of then outstanding Class [__], Class [__], Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__] and
Class [__] Certificates or an assignment of the voting rights thereof; provided,
however, that the Class Principal Balances of the Class [__], Class [__], Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [__] and Class [__] Certificates have been reduced to zero.

            "Special Servicer": With respect to (a) all of the Group 1 and Group
2 Loans, any related Serviced Companion Loans and Junior Loans and any related
REO Properties, and any matters relating to the foregoing, Special Servicer No.
1, and (b) all of the Group 3 Loans and any related REO Properties, and any
matters relating to the foregoing, Special Servicer No. 2.

            "Special Servicer No. 1": [____________], in its capacity as special
servicer with respect to the Group 1 Loans and Group 2 Loans, any related
Serviced Companion Loans and Junior Loans and any related REO Properties
hereunder, or any successor special servicer appointed as provided herein with
respect to the Group 1 Loans and Group 2 Loans, any related Serviced Companion
Loans and Junior Loans and any related REO Properties.

            "Special Servicer No. 2": [____________], in its capacity as special
servicer with respect to the Group 3 Loans and any related REO Properties
hereunder, or any successor special servicer appointed as provided herein with
respect to the Group 3 Loans and any related REO Properties.

            "Special Servicing Fee": With respect to each Specially Serviced
Loan and REO Loan, the fee payable to the applicable Special Servicer pursuant
to the first paragraph of Section 3.11(b), computed on the basis of the Stated
Principal Balance of the related Loan and


                                      -94-
<PAGE>

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(b).

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

            "Specially Designated Co-op Loan": Any [____] Loan that constitutes
a Co-op Loan or any successor REO Loan with respect thereto as to which the
Original Net Mortgage Rate is in excess of [__]% per annum.

            "Specially Designated Servicing Actions": Any of Loan A Specially
Designated Servicing Actions, Loan B Specially Designated Servicing Actions and
Loan C Specially Designated Servicing Actions, individually or collectively, as
the case may be.

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

            "Startup Day": The Closing Date.

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

            "Stated Principal Balance": With respect to any Loan, Serviced
Companion Loan or Junior 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 Junior Loan, as the case may be, or with respect to
a Qualified Substitute Mortgage Loan being substituted for another Loan pursuant
to or as contemplated by 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 Junior Loan, as the case may be, after the
      Cut-off Date (or, with respect to a Qualified Substitute Mortgage Loan
      substituted for another Loan pursuant to or as contemplated by Section
      2.03(b) hereof, the applicable Due Date during the month of substitution),
      to the extent received from the Borrower or advanced by the applicable
      Master Servicer or Trustee, as applicable, and distributed to
      Certificateholders, or the related Companion Loan Holder or the related
      Junior 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 Junior Loan, as the case may be, after the
      Cut-off Date (or, with respect to a Qualified Substitute Mortgage Loan
      substituted for another Loan pursuant to or as contemplated by Section
      2.03(b) hereof, the applicable Due Date during the month of substitution),
      to the extent distributed to Certificateholders, or the related Companion


                                      -95-
<PAGE>

      Loan Holder or Junior Loan Holder, as may be applicable, 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 Junior Loan, as the case may be, after the
      Cut-off Date (or, with respect to a Qualified Substitute Mortgage Loan
      substituted for another Loan pursuant to or as contemplated by Section
      2.03(b) hereof, the applicable Due Date during the month of substitution),
      to the extent distributed to Certificateholders, or the related Companion
      Loan Holder or the related Junior 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 Junior Loan, as the case may be,
      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 Junior Loan, as the case may be, due to a
      modification by the applicable Special Servicer pursuant to this Agreement
      (or, in the case of Loan B, by the Loan B Special Servicer pursuant to a
      Loan B Servicing Agreement, or, in the case of Loan C, by the Loan C
      Special Servicer pursuant to a Loan C Servicing Agreement), which
      reduction occurred prior to the end of the Due Period for the most recent
      Distribution Date.

            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,
Serviced Companion Loan or Junior Loan, as applicable, as of the related REO
Acquisition Date, minus (y) the sum of:

            (i) if such REO Loan relates to a predecessor Loan, the principal
      portion of any P&I Advance made with respect to such 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, the
      related Serviced Companion Loan Holder or the related Junior Loan Holder,
      as applicable, on or before such date of determination.

            Each Loan (and any successor REO Loan with respect thereto) 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 (or any
related REO Property) are to be distributed to Certificateholders; and,
following such Distribution Date, such Stated Principal Balance shall be zero.

            The Stated Principal Balance of any Loan (or any successor REO Loan
with respect thereto) as to which there has been a Final Recovery Determination
shall be, following


                                      -96-
<PAGE>

the application of all amounts received in connection with such Loan (or any
related REO Property) in accordance with the terms hereof, zero.

            For avoidance of doubt, any payment or other collection of principal
on or with respect to any Loan (or any successor REO Loan with respect thereto)
that constitutes part of the Principal Distribution Amount for any Distribution
Date, without regard to the proviso to the first sentence of the definition of
"Principal Distribution Amount" and, further, without regard to any Principal
Distribution Adjustment Amount for such Distribution Date, shall be deemed to be
distributed to Certificateholders on such Distribution Date for purposes of this
definition.

            "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 a Master Servicer or a Special
Servicer has entered into a Sub-Servicing Agreement, including any Primary
Servicer.

            "Sub-Servicing Agreement": The subservicing agreements between a
Master Servicer or a 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 [___], Class [___], Class [__],
Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class
[__], Class [__], Class [__], Class [__], Class [__] or Class [__] Certificate.

            "Substitution Shortfall Amount": With respect to a substitution
pursuant to or as contemplated by 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 initial Stated Principal Balance of the
related Qualified Substitute Mortgage Loan. 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 initial Stated Principal
Balances of the related Qualified Substitute Mortgage Loan or Loans.

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

            "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 Loan REMIC and 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 grantor trusts for U.S. federal income tax purposes,
together with any and all other information, reports or returns that may be
required to be furnished to the


                                      -97-
<PAGE>

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 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.

            "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 applicable Master Servicer shall select
a comparable publication to determine the Treasury Rate in its reasonable
discretion.

            "Trust": The trust created hereby.

            "Trust Assets": The assets comprising the Trust Fund.

            "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 Accounts, the Distribution Account, the Excess Liquidation Proceeds
Account, the Excess Interest Distribution Account, the Interest Reserve Account
and, if established, the REO Accounts; (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; (viii) the rights of the Depositor under
the Mortgage Loan Purchase Agreements; and (ix) the rights of the Trustee under
the Column Performance Guarantee.

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

            "Trustee": [________________], a [________], in its capacity as
trustee and its successors in interest, or any successor trustee appointed as
herein provided.


                                      -98-
<PAGE>

            "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 [_____]% 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.

            "UCC Financing Statement Amendment": A financing statement amendment
filed or to be filed pursuant to the UCC.

            "Uncertificated Accrued Interest Amount": With respect to each
Distribution Date and each Uncertificated Lower-Tier Interest, an amount equal
to interest for the related Interest Accrual Period at the Lower-Tier Remittance
Rate applicable to such Uncertificated Lower-Tier Interest for such Distribution
Date, accrued on the related Lower-Tier Principal Amount of such Uncertificated
Lower-Tier Interest (or, in the case of the Class [__] Lower-Tier Interest, on
the Lower-Tier Notional Balance thereof) immediately prior to such Distribution
Date. With respect to each Distribution Date and each Loan REMIC Regular
Interest, an amount equal to interest for the related Interest Accrual Period at
the Loan REMIC Remittance Rate applicable to such Loan REMIC Regular Interest
for such Distribution Date, accrued on the related Loan REMIC Principal Amount
of such Loan REMIC Regular Interest immediately prior to such Distribution Date.
The Uncertificated Accrued Interest Amount for each Uncertificated Lower-Tier
Interest and Loan REMIC Regular Interest shall be calculated on a 30/360 Basis.

            "Uncertificated Lower-Tier Interests": The uncertificated "regular
interests", within the meaning of Section 860G(a)(1) of the Code, in the
Lower-Tier REMIC, which "regular interests" consist of the Class [__], Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [__], Class [__], Class [__], Class [__], Class [__], Class [__], Class
[__], Class [__] and Class [__] Lower-Tier Interests.

            "Uncovered Prepayment Interest Shortfall": With respect to any Loan
as to which a Prepayment Interest Shortfall was incurred, the excess, if any, of
(i) such Prepayment Interest Shortfall, over (ii) the deposit made by the
applicable Master Servicer to the Trustee in respect of such Prepayment Interest
Shortfall pursuant to Section 3.02(f).

            "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, incurred with respect to the Loans
during the related Due Period, exceeds (ii) the aggregate amount of Prepayment
Interest Excesses, if any, received on the Loans during the related Due Period
that are applied to offset such Uncovered Prepayment Interest Shortfalls.


                                      -99-
<PAGE>

            "Underwriter Exemption": PTE 89-90, as amended by PTE 97-34, PTE
200-58 and PTE 2002-41, and as may be subsequently amended following the Closing
Date.

            "Underwriters": Collectively, Credit Suisse First Boston LLC,
[_________] and [_____________].

            "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 subsection (vi) of Section
3.05(b) 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 any Class of Regular
Certificates, any Component of the Class [__] or Class [__] Certificates, any
Uncertificated Lower-Tier Interest or any Loan REMIC Regular Interest, for the
first Distribution Date, zero. With respect to any Class of Regular
Certificates, any Component of the Class [__] or Class [__] Certificates, any
Uncertificated Lower-Tier Interest or any Loan REMIC Regular Interest, for any
Distribution Date after the first Distribution Date, the amount, if any, by
which the sum of the Monthly Interest Distribution Amounts for such Class, such
Component, such Uncertificated Lower-Tier Interest or such Loan REMIC Regular
Interest, as the case may be, for all prior Distribution Dates exceeds the sum
of the amounts distributed on such Class or deemed distributed on such
Component, such Uncertificated Lower-Tier Interest or such Loan REMIC Regular
Interest, as the case may be, on all prior Distribution Dates in respect of
accrued interest.

            "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 that would, but for such filing, constitute Restricted Master Servicer
Reports.

            "Upper-Tier REMIC": One of the multiple separate REMICs comprising
the Trust Fund, the primary assets of which consist of the Uncertificated
Lower-Tier Interests.


                                     -100-
<PAGE>

            "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 [__], Class [__] and Class [__] Certificates
(based on the respective Class Notional Amount of each such Class relative to
the aggregate Certificate Notional Amount of the three such Classes) and (ii) in
the case of any Class of Sequential Pay Certificates a percentage equal to the
product of [99]% and a fraction, the numerator of which is equal to the Class
Principal 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 of the Class Principal Balances of all the
Classes of Sequential Pay Certificates, each determined as of the Distribution
Date immediately preceding such date of determination. None of the Class [__] or
Class [__] Certificates will be entitled to any Voting Rights. For purposes of
determining Voting Rights, the Class Principal 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 [___________]) or the internet website of a Master Servicer.

            "Weighted Average Net Mortgage Pass-Through Rate": As to any
Distribution Date, the weighted average of the Net Mortgage Pass-Through Rates
of all the Loans and REO Loans in the Mortgage Pool, weighted based on their
respective Stated Principal Balances immediately prior to such Distribution
Date.

            "Withheld Amounts": As defined in Section 3.28(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 applicable 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 Documents, 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 applicable Master Servicer shall be required to follow


                                     -101-
<PAGE>

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 applicable 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 or, in the case of
an ARD Loan, the Anticipated Repayment Date), the applicable 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 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
[__]%, the MEY = (12 x [{(1 + 0.055/2)^0.16667}-1]) x 100, where 0.055 is the
decimal version of the percentage [__]%, and 0.16667 is the decimal version of
the exponential power. (The MEY calculated in the above example is [__]%.).]

            "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 applicable 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 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 payment on a Serviced Loan, a Serviced Companion Loan or a
      Junior Loan is deemed to be received on the date such payment is actually
      received by the applicable Master Servicer or the applicable Special
      Servicer; provided, however, that for


                                     -102-
<PAGE>

      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 applicable 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
      applicable 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 Serviced Loan, Serviced
      Companion Loan or Junior Loan are deemed to be received on the date they
      are applied to reduce the outstanding principal balance of such Serviced
      Loan, Serviced Companion Loan or Junior Loan, as the case may be.

            (iii) Amounts received by Master Servicer No. 2. on behalf of the
      Trust as remittances under a Loan B Servicing Agreement with respect to
      Loan B or Loan B REO Loan shall be allocated, subject to the Loan B
      Intercreditor Agreement, among interest, principal, prepayment
      consideration and other amounts due thereon consistent with Section
      1.03(a) or Section 1.03(b), as applicable, of the Series [_____] PSA or
      any comparable provisions of any other Loan B Servicing Agreement.

            (iv) Amounts received by Master Servicer No. 1 on behalf of the
      Trust as remittances under a Loan C Servicing Agreement with respect to
      Loan C or Loan C REO Loan shall be allocated, subject to the Loan C
      Intercreditor Agreement, among interest, principal, prepayment
      consideration and other amounts due thereon consistent with, as
      applicable, Section 3.02(b) of, or the definition of "REO Loan" in, the
      Series [_____] PSA or any comparable provisions of any other Loan C
      Servicing Agreement.

            Section 1.03 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.


                                     -103-
<PAGE>

            Section 1.04 Certain Matters with Respect to the Loan A Total Loan.
(a) The parties hereto acknowledge that, pursuant to the Loan A Intercreditor
Agreements, if neither Loan A nor an interest in any Loan A REO Property is part
of the Trust Fund, then Loan A Total Loan or any Loan A REO Property, as
applicable, shall be serviced and administered in accordance with such successor
servicing arrangements as are consistent with the Loan A Intercreditor
Agreements.

            (b) For the avoidance of doubt, and subject to subsection (a) above
(and, in the case of Master Servicer No. 1, further subject to Section 3.1.5 of
Loan A Senior Notes Intercreditor Agreement), the parties acknowledge that the
rights and duties of each of Master Servicer No. 1 and Special Servicer No. 1
under this Agreement and the obligation of Master Servicer No. 1 or the Trustee
to make Advances (subject to Section 1.04(d)), insofar as such rights, duties
and obligations relate to the Loan A Total Loan, shall terminate upon the
occurrence of a Liquidation Event with respect to Loan A or any Loan A REO
Property; provided, however, that this statement shall not limit (A) the duty of
Master Servicer No. 1 or Special Servicer No. 1 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 Master Servicer No. 1 or Special Servicer
No. 1 that may otherwise accrue or arise in connection with the performance of
its duties hereunder with respect to the Loan A Total Loan prior to the date on
which such event occurs.

            (c) In connection with any purchase or other Liquidation Event with
respect to Loan A, the Trustee, Master Servicer No. 1 and Special Servicer No. 1
shall each tender to the related purchaser or other appropriate party in
accordance with the Loan A Intercreditor Agreements, the original Note that
relates to Loan A held by the Trustee (unless such Note has been satisfied in
connection with a payment in full of Loan A) 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 Loan A Total Loan 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 relevant party contemplated
by the prior sentence in the manner, and pursuant to appropriate forms of
assignment prepared by Master Servicer No. 1, 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 Master Servicer No. 1 of a Request
for Release in the form of Exhibit D hereto. Master Servicer No. 1 shall, and is
also hereby authorized and empowered by the Trustee to, convey to or at the
direction of the relevant party contemplated by the second preceding sentence
any deposits then held in an Escrow Account relating to the Loan A Total Loan.
If Loan A Property has become an REO Property, then Special Servicer No. 1
shall, and is also hereby authorized and empowered by the Trustee to, convey to
any purchaser thereof, to the extent not needed to pay or reimburse any Master
Servicer, any Special Servicer or the Trustee in accordance with this Agreement,
deposits then held in the applicable REO Account insofar as they relate to such
REO Property.

            (d) None of the Master Servicers or the Trustee shall be required to
make P&I Advances as to any Loan A Companion Loan or any Loan A Junior Loan.


                                     -104-
<PAGE>

            Section 1.05 Certain Considerations Regarding Reimbursements of
Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts. (a) If any
party hereto is reimbursed, in accordance with clause (vii) of Section 3.05(a)
and/or clause (v) of Section 3.05(b), out of general collections on the Mortgage
Pool on deposit in a Collection Account or the Distribution Account, as
applicable, for any Nonrecoverable Advance or for any interest accrued and
payable on any such Nonrecoverable Advance, then (for purposes of calculating
distributions on the Certificates) such reimbursement and/or such payment of
interest shall be deemed to have been made (without regard from which account it
is actually made):

            first, out of any amounts representing payments or other collections
      of principal received by the Trust with respect to the entirety of the
      Mortgage Pool that, but for their application to reimburse a
      Nonrecoverable Advance and/or to pay interest thereon, would be included
      in the Available Distribution Amount for any subsequent Distribution Date;

            second, out of any amounts representing any other payments or other
      collections received by the Trust with respect to the entirety of the
      Mortgage Pool that, but for their application to reimburse a
      Nonrecoverable Advance 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 that may be available in the
      Collection Accounts, as a collective whole, and/or the Distribution
      Account to reimburse the subject Nonrecoverable Advance and/or to pay
      interest thereon.

            (b) If any party hereto is reimbursed, in accordance with clause
(vi) of Section 3.05(b), out of general collections on the Mortgage Pool on
deposit in the Distribution Account for any Workout-Delayed Reimbursement Amount
(together with interest accrued and payable thereon), then (for purposes of
calculating distributions on the Certificates) such reimbursement and/or such
payment of interest shall be deemed to have been made out of any amounts then on
deposit in the Distribution Account that represent payments or other collections
of principal received by the Trust with respect to the entirety of the Mortgage
Pool that, but for their application to reimburse a Workout-Delayed
Reimbursement Amount and/or to pay interest thereon, would be included in the
Available Distribution Amount for any Distribution Date. Workout-Delayed
Reimbursement Amounts may not be reimbursed, nor may interest thereon be paid,
pursuant to clause (vi) of Section 3.05(b), out of general collections on the
Mortgage Pool on deposit in the Distribution Account on any Distribution Date,
to the extent that such reimbursement, together with such payment of interest,
would in the aggregate exceed the aggregate amount (as to such Distribution
Date, the "Maximum Reimbursable Workout-Delayed Reimbursement Amount")
representing payments or other collections of principal received by the Trust
with respect to the Mortgage Pool (net of reimbursements and payments made
therefrom pursuant to clause first of Section 1.05(a)) that, but for their
application to reimburse a Workout-Delayed Reimbursement Amount and/or to pay
interest thereon, would be included in the Available Distribution Amount for
such Distribution Date.

            (c) If, as of any Distribution Date, there are any Workout-Delayed
Reimbursement Amounts (together with interest accrued and payable thereon) then
reimbursable


                                     -105-
<PAGE>

and/or payable to the Trustee and/or any Master Servicer, then the Maximum
Reimbursable Workout-Delayed Reimbursement Amount, if any, for the subject
Distribution Date shall be allocated to the following Persons and in the
following amounts and order of priority, in each case to the extent of the
remaining unallocated portion thereof, for purposes of reimbursing the
Workout-Delayed Reimbursement Amounts owing to the specified Person (together
with interest accrued and payable thereon):

            first, to the Trustee, up to an amount equal to any Workout-Delayed
      Reimbursement Amounts previously incurred by the Trustee and interest
      accrued and unpaid thereon that remain unreimbursed and/or unpaid, as the
      case may be, immediately prior to such Distribution Date;

            second, to each Master Servicer (on a pari passu basis with each
      other Master Servicer), up to an amount equal to the lesser of (i) the
      amount of any Workout-Delayed Reimbursement Amounts previously incurred by
      such Master Servicer with respect to the Loans and/or REO Loans for which
      it is the applicable Master Servicer and interest accrued and unpaid
      thereon that remain unreimbursed and/or unpaid, as the case may be, as of
      the end of the Due Period related to such Distribution Date and (ii) the
      product of (A) the Maximum Reimbursable Workout-Delayed Reimbursement
      Amount for such Distribution Date (net of the aggregate amount of payments
      and reimbursements on the subject Distribution Date to the Trustee
      pursuant to the immediately preceding clause first), multiplied by (B) a
      fraction, the numerator of which is equal to the greater of (1) zero and
      (2) the excess, if any, of (x) an amount equal to the Maximum Reimbursable
      Workout-Delayed Reimbursement Amount of such Distribution Date (calculated
      solely based on Loans and/or REO Loans for which the subject Master
      Servicer is the applicable Master Servicer), over (y) that portion, if
      any, of the aggregate amount of payments and reimbursements on the subject
      Distribution Date to the Trustee pursuant to the immediately preceding
      clause first that are attributable to Loans and/or REO Loans for which the
      subject Master Servicer is the applicable Master Servicer, and the
      denominator of which is equal to the aggregate of the amounts that would
      comprise the numerator of such fraction for all Master Servicers and such
      Distribution Date; and

            third, to each Master Servicer (on a pari passu basis with each
      other Master Servicer), up to an amount equal to the product of (i) the
      Maximum Reimbursable Workout-Delayed Reimbursement Amount for such
      Distribution Date (net of the aggregate amount of payments and
      reimbursements on the subject Distribution Date to the Trustee and the
      Master Servicers pursuant to the preceding clauses first and second),
      multiplied by (ii) a fraction, the numerator of which is equal to the
      amount of any Workout-Delayed Reimbursement Amounts previously incurred by
      such Master Servicer with respect to the Loans and/or REO Loans for which
      it is the applicable Master Servicer and interest accrued and unpaid
      thereon that remain unreimbursed and/or unpaid, as the case may be, as of
      the end of the Due Period related to such Distribution Date, net of any
      portion thereof reimbursed to such Master Servicer under the preceding
      clause second, and (ii) the denominator of which is equal to the aggregate
      of the amounts that would comprise the numerator of such fraction for all
      Master Servicers and such Distribution Date.


                                     -106-
<PAGE>

                                   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 Trust, Series
[______]". [________] 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 Junior 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.

            Under GAAP, the Depositor shall report and cause all of its records
to reflect: (i) its acquisition, on the Closing Date, of the CSFB Loans from the
CSFB Mortgage Loan Seller, pursuant to the CSFBMortgage Loan Purchase Agreement,
as a purchase of such Loans from the CSFB Mortgage Loan Seller; (ii) its
acquisition, on the Closing Date, of the other Loans from the respective other
Mortgage Loan Sellers, pursuant to the respective other Mortgage Loan Purchase
Agreements, as a purchase of such other Loans from such other Mortgage Loan
Sellers; and (iii) its transfer of the Loans to the Trust, pursuant to this
Section 2.01(a), as a sale of such 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. 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 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) 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, on or before the Closing Date, the
Mortgage File (except item (a)(xvi) of the definition of Mortgage File, which
shall be delivered to and deposited with the applicable Master Servicer (or, in
the case of the Group 2 Loans, to the Trustee, provided that the Trustee shall
not be responsible for the


                                     -107-
<PAGE>

maintenance or renewal of any original letter of credit that it holds) with, in
the case of Group 1 and Group 3 Loans, 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 E 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 (other than Loan B and Loan C), any of the
documents and/or instruments referred to in clauses (a)(ii), (a)(iv), (a)(viii),
(a)(xi) (other than assignments of UCC Financing Statements to be filed in
accordance with the transfer contemplated by the related Mortgage Loan Purchase
Agreement) and (a)(xii) 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 or its designee within [120] days after 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 recording or filing office
such original or photocopy).

            If the applicable Mortgage Loan Seller cannot deliver, or cause to
be delivered, as to any Loan (other than Loan B and Loan C), any of the
documents and/or instruments referred to in clauses (a)(ii), (a)(iv), (a)(viii),
(a)(xi) (other than assignments of UCC Financing Statements to be filed in
accordance with the transfer contemplated by the related Mortgage Loan Purchase
Agreement) and (a)(xii) 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 or duplicate original 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
or its designee on or before the Closing Date.

            Neither the Trustee nor any 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, as to
any Loan (other than Loan B and Loan C), to deliver a


                                     -108-
<PAGE>

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 or recording 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
Financing Statement to the Trustee upon its return, together with the related
UCC Financing Statement assignment in a form appropriate for filing or
recording.

            (c) Notwithstanding the foregoing, the Trustee (directly or through
its designee) shall, as to each Loan (other than Loan B and Loan C), 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 Qualified Substitute 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, at the expense of the
related Mortgage Loan Seller, each assignment referred to in clauses (a)(iii)
and (a)(v) of the definition of "Mortgage File" and each UCC Financing Statement
assignment to the Trustee referred to in clause (a)(xi) 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 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 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 Trustee shall seek reimbursement from the applicable Mortgage
Loan Seller for any costs and expenses incurred in performing its obligation
under this Section 2.01(c). The Depositor hereby represents and warrants that,
as to any Loan, the related Responsible Party is required to pay for such costs
and expenses, as and to the extent provided under Section [13] of the related
Mortgage Loan Purchase Agreement.

            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 Loans
conveyed by it to the Depositor under the applicable Mortgage Loan Purchase
Agreement (other than, if applicable, Loan B and Loan C), 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
[_____] 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 [_____] Loans. The Trustee shall have no duties or
obligations described in the immediately preceding paragraph in respect of the
[_____] Loans.


                                     -109-
<PAGE>

            (d) All documents and records in the Depositor's or the applicable
Mortgage Loan Seller's possession relating to the Loans (other than Loan B and
Loan C) (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 privileged
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 applicable Master
Servicer within [10] Business Days after the Closing Date and shall be held by
the applicable 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 applicable Master
Servicer(s), 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 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 Loan B and Loan C) in the name of such Mortgage Loan Seller or
any other name, to be transferred to the applicable Master Servicer (or a
Sub-Servicer at the direction of the applicable 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, each
Mortgage Loan Purchase Agreement provides that the related Mortgage Loan Seller
shall deliver to the applicable Master Servicer any original letters of credit
relating to the Group 1 and/or Group 3 Loans being sold by such Mortgage Loan
Seller, and the applicable Master Servicer shall hold such letters of credit on
behalf of the Trustee.


                                     -110-
<PAGE>

            (i) Following consummation of the conveyance of the Loans by the
Depositor to the Trustee, the Depositor shall not take any 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.

            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, originals or 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
(a)(xvi) of the definition thereof, a copy thereof in the case of Group 1 and
Group 3 Loans. To the extent that the contents of the Mortgage File for any A
Loan relate to a corresponding Junior Loan, the Trustee will also hold such
Mortgage File in trust for the benefit of the related Junior 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. The Trustee or any
Custodian appointed by the Trustee pursuant to Section 8.11 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 applicable 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 to each of the
Depositor, the Master Servicers, the Special Servicers and the applicable
Mortgage Loan Seller that, as to each Loan listed in the Mortgage Loan Schedule
(other than Loan B, Loan C 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 (a)(i)
through (a)(v), (a)(ix) (without regard to the parenthetical clause), (a)(xi),
(a)(xii), (a)(xvi) and (a)(xviii) of the definition of "Mortgage File" are in
its possession, and (ii) all documents delivered or caused to be delivered by
the applicable Mortgage Loan Seller constituting the related Mortgage File 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 (a)(ii), (a)(ix) and (a)(xviii) of the definition of "Mortgage
File" to the Trustee and the original letters of credit referenced in clause
(a)(xvi) of the definition of "Mortgage File" to the applicable Master Servicer,
each within [30] days after the Closing Date; provided that, in the case of
Group 2 Loans, the original letters of credit referenced in clause (a)(xvi) of
the definition


                                     -111-
<PAGE>

of "Mortgage File" shall be delivered to the Trustee within 30 days after the
Closing Date. If such documents are not delivered within [30] days, the
applicable 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 each of Loan B and Loan C, the Trustee shall certify in writing to
each of the Depositor, the Master Servicers, the Special Servicers and the
applicable Mortgage Loan Seller that the original Note specified in clause
(b)(i) or clause (c)(i), as applicable, 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 (b)(i) or clause (c)(i), as applicable, and the original or a copy of
each document specified in clauses (b)(ii), (b)(iii) and (b)(iv) or clauses
(c)(ii), (c)(iii) and (c)(iv), as applicable, 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 Servicers, the
Special Servicers and the applicable Mortgage Loan Seller that, as to each Loan
listed on the Mortgage Loan Schedule (excluding Loan B, Loan C, any Loan as to
which a Liquidation Event has occurred and any other Loan specifically
identified in any exception report annexed thereto as not being covered by such
certification), (i) all documents specified in clauses (a)(i) through (a)(v),
(a)(ix) (without regard to the parenthetical clause), (a)(xi), (a)(xii),
(a)(xvi) and (a)(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 (a)(iii) and clause (a)(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 (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 applicable
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 and filing 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 any of
clauses (a)(vi), (a)(vii), (a)(viii), (a)(x), (a)(xiii) through (a)(xv),
(a)(xvii) and (a)(xix) through (a)(xxi) 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


                                     -112-
<PAGE>

whether any omnibus assignment specified in clause (a)(vii) of the definition of
"Mortgage File" is effective under applicable law. The Trustee may assume for
purposes of certification pursuant to Section 2.02(b), that each Mortgage File
should include one state level UCC Financing Statement filing for each Loan
(other than Loan B and Loan C).

            (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
applicable Master Servicer, the applicable Special Servicer and the applicable
Mortgage Loan Seller (and, solely with respect to any Loan Combination, the
related Companion Loan Holder(s) and/or the related Junior Loan Holder(s), 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 and Substitution of Loans by the Responsible Parties for
Defects in Mortgage Files, Breaches of Representations and Warranties and Other
Matters. (a) The Depositor hereby represents and warrants, as of the Closing
Date, that:

            (i) The Depositor is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware, 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


                                     -113-
<PAGE>

      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's transfer of the 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 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 Loans to the
      Trustee, pursuant to Section 2.01(a);

            (viii) After giving effect to its transfer of the 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 Loans to the Trustee
      for the benefit of the Certificateholders pursuant to this Agreement, the
      Depositor had such right, title


                                     -114-
<PAGE>

      and interest in and to each 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 Loans to any Person other than the Trustee;

            (xiii) The Depositor is transferring all of its right, title and
      interest in and to the 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; and

            (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 Loans to the Trustee.

            (b) If any Certificateholder, any Master Servicer, any 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 (or, in the case of the [____] Loans as to
which the CSFB Mortgage Loan Seller is the related Mortgage Loan Seller and
[____] is the related Responsible Party, by [____]) pursuant to the related
Mortgage Loan Purchase Agreement (a "Breach"), it shall give notice to the
applicable Master Servicer, the applicable Special Servicer and the Trustee. If
the applicable Master Servicer or the applicable 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 applicable Master Servicer, the applicable
Special Servicer and the applicable Responsible Party and shall request that
such Responsible Party, not later than [90] days after the receipt by the
applicable Responsible Party 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 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 applicable Master Servicer for
deposit into the applicable 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 applicable Responsible Party has commenced and is
diligently proceeding with the cure of such Material Document Defect or Material
Breach within the Initial Resolution Period, then the applicable Responsible
Party shall have an additional [90] days to cure such Material Document Defect
or Material Breach, provided that the applicable Responsible Party has delivered
to the applicable Master Servicer, the applicable Special Servicer, the Rating
Agencies and the Trustee an officer's certificate from an officer of the


                                     -115-
<PAGE>

applicable Responsible Party 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 (or, in the case of the
[____] Loans as to which the CSFB Mortgage Loan Seller is the related Mortgage
Loan Seller and [____] is the related Responsible Party, on the part of [____])
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 the applicable Responsible Party shall cure such Breach within
the Initial Resolution Period by reimbursing the Trust Fund by wire transfer to
the applicable Collection Account the reasonable amount of any such costs and
expenses incurred by the applicable Master Servicer, the applicable 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 $[__________], the applicable
Responsible Party 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 applicable Responsible Party shall
make such deposit and upon its making such deposit, the applicable Responsible
Party 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 the applicable Responsible Party shall not 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" (unless cured as contemplated by Section 2.02(b))
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 any
successor REO Loan with respect thereto: (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 clause (a)(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 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
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; provided that clauses (b)
through (f) of this sentence shall not apply to Loan B or Loan C. Failure to
include a document checklist in a Mortgage File shall in no event constitute a
Material Document Defect.


                                     -116-
<PAGE>

            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, and the Initial Resolution Period for the affected Loan shall be
[90] days following the earlier of the related Responsible Party's receipt of
notice (pursuant to this Section 2.03(b)) with respect to, and its discovery of,
such Defect or Breach (which period shall not be subject to extension).

            If any Loan is to be repurchased by reason of a Material Breach or a
Material Document Defect with respect thereto, the applicable Master Servicer
shall designate its 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 applicable Responsible Party shall be required to
repurchase or substitute for the related Crossed Loan in accordance with the
provisions above unless the Crossed Loan Repurchase Criteria would be satisfied
if the applicable Responsible Party 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 applicable Responsible Party 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 all
the Crossed Loans in the subject Crossed Group. The determination of the
applicable 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 applicable Special Servicer will be entitled to cause to be
delivered, or direct the applicable Responsible Party to cause to be delivered,
to the applicable 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 applicable Responsible Party if the scope and cost of the
Appraisal is approved by the applicable Responsible Party (such approval not to
be unreasonably withheld).

            With respect to any Crossed Loan conveyed hereunder, to the extent
that the applicable Responsible Party repurchases an affected Crossed Loan in
the manner prescribed above while the Trustee continues to hold any related
Crossed Loans, the related 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 applicable Responsible Party 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


                                     -117-
<PAGE>

cannot be furnished, the applicable Responsible Party 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.

            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
Responsible Party 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 applicable Responsible Party provides an Opinion of
Counsel to the effect that such partial release would not cause an Adverse REMIC
Event to occur, (ii) such Responsible Party 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, any additional amounts necessary to cover all
reasonable out-of-pocket expenses reasonably incurred by the applicable Master
Servicer, the applicable 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 the event that the applicable Master Servicer, the applicable
Special Servicer or the Trustee is notified or otherwise has actual knowledge
that the CSFB Mortgage Loan Seller has an obligation to repurchase Loan B Note
A-2 Companion Loan from the Series [_____] Trust by reason of a "Material
Defect" or a "Material Breach" (as such terms are defined in the Series [_____]
PSA), then such party shall promptly notify the other such parties, and the
applicable Master Servicer shall, as and to the extent contemplated by the CSFB
Mortgage Loan Purchase Agreement, direct the CSFB Mortgage Loan Seller to
repurchase Loan B at the Purchase Price contemporaneously with any repurchase of
Loan B Note A-2 Companion Loan.

            In the event that the applicable Master Servicer, the applicable
Special Servicer or the Trustee is notified or otherwise has actual knowledge
that the CSFB Mortgage Loan Seller has an obligation to repurchase Loan C
Companion Loan from the Series [_____] Trust by reason of a "Material Document
Defect" or a "Material Breach" (as such terms are defined in the Series [_____]
PSA), then such party shall promptly notify the other such parties, and the
applicable Master Servicer shall, as and to the extent contemplated by the CSFB
Mortgage Loan Purchase Agreement, direct the CSFB Mortgage Loan Seller to
repurchase Loan C at the related Purchase Price contemporaneously with any
repurchase of Loan C Companion Loan.

            In connection with any repurchase of a Loan in a Loan REMIC,
pursuant to or as contemplated by this Section 2.03, the Trustee shall effect a
"qualified liquidation" of such Loan REMIC in accordance with the REMIC
Provisions.

            In connection with any repurchase of or substitution for a Loan
contemplated by this Section 2.03, the Trustee, the applicable Master Servicer
and the applicable Special Servicer shall each tender to or at the direction of
the applicable Responsible Party, upon delivery to each


                                     -118-
<PAGE>

of the Trustee, the applicable Master Servicer and the applicable Special
Servicer of a trust receipt executed by such Responsible Party, 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 related
Mortgage File that was endorsed or assigned to the Trustee, shall be endorsed or
assigned, as the case may be, to such Responsible Party in the same manner as
provided in Section [7] of the related Mortgage Loan Purchase Agreement. The
applicable Master Servicer (or, in the case of a Specially Serviced Loan, the
applicable Special Servicer) shall notify the related Companion Loan Holder(s)
and/or the related Junior Loan Holder(s), as the case may be, of any repurchase
regarding any A Loan.

            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 Due Date in the month of
substitution, and Monthly Payments due with respect to each Loan being
repurchased or replaced after the related Due Date in [_______] and received by
the applicable Master Servicer or 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) on or prior to the Due Date in the month of substitution,
and Monthly Payments due with respect to each Loan being repurchased or replaced
and received by the applicable Master Servicer or Special Servicer on behalf of
the Trust after the related date of repurchase or substitution, shall not be
part of the Trust Fund and are to be remitted by the applicable Master Servicer
to the applicable Responsible Party promptly following receipt.

            Section [7] of each of the Mortgage Loan Purchase Agreements and, in
the case of the CSFB Loans, 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 the applicable Responsible Party defaults on its obligations to
repurchase any Loan as contemplated by this Section 2.03(b), the Trustee shall
promptly notify the Certificateholders, the Rating Agencies, the applicable
Master Servicer and the applicable Special Servicer of such default. If, in
connection with any repurchase of Loan B Note A-2 Companion Loan from the Series
[_____] Trust, the CSFB Mortgage Loan Seller defaults on its obligation to
repurchase Loan B, then Master Servicer No. 2 or Special Servicer No. 1, as
applicable, shall promptly so notify the Trustee and the Directing
Certificateholder, and the Trustee shall so notify the Certificateholders. If,
in connection with any repurchase of Loan C Companion Loan from the Series
[_____] Trust, the CSFB Mortgage Loan Seller defaults on its obligation to
repurchase Loan C, then Master Servicer No. 1 or Special Servicer No. 1, as
applicable, shall promptly notify the Trustee and the Directing
Certificateholder, and the Trustee shall so notify the Certificateholders. The
Trustee shall enforce the obligations of each Responsible Party under Section
[7] of the related Mortgage Loan Purchase Agreement and/or, if applicable, 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 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 Responsible Party; second,
pursuant


                                     -119-
<PAGE>

to Section 3.05(a) 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) out of
general collections on the Loans on deposit in the applicable Collection
Account.

            If the applicable Responsible Party incurs any expense in connection
with the curing of a Breach which also constitutes a default under the related
Loan, such Responsible Party 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
Responsible Party'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 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; and provided, further, that in the event and to the
extent that such expenses of such Responsible Party in connection with any Loan
exceed five percent of the then outstanding principal balance of such Loan, then
such Responsible Party'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, no Master Servicer shall have any obligation pursuant
to this Agreement to collect such reimbursable amounts on behalf of such
Responsible Party; provided, however, that the preceding clause shall not
operate to prevent the applicable Master Servicer from using reasonable efforts,
exercised in such Master Servicer's sole discretion, to collect such amounts to
the extent consistent with the Servicing Standard. A Responsible Party may
pursue its rights to reimbursement of such expenses directly against the
Borrower, by suit or otherwise, provided that (i) the applicable Master Servicer
or, with respect to a Specially Serviced Loan, the applicable Special Servicer
determines in the exercise of its sole discretion consistent with the Servicing
Standard that such actions by such Responsible Party will not impair the
applicable Master Servicer's and/or the applicable Special Servicer's collection
or recovery of principal, interest and other sums due with respect to the
subject Loan and any related Serviced Companion Loan and/or Junior Loan, which
would otherwise be payable to the applicable Master Servicer, the applicable
Special Servicer, the Trustee, the Certificateholders and any related Companion
Loan Holder and/or Junior Loan Holder 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 Loan Documents and (iv) 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 and the
Loan REMIC Regular 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, the Loan REMICs
and


                                     -120-
<PAGE>

the Holders of the Certificates, (ii) acknowledges the issuance of the
Uncertificated Lower-Tier Interests and the Loan REMIC Regular Interests
(together with the residual interest in the Lower-Tier Interest and the residual
interest in each Loan REMIC, all of which will be evidenced by the Class [__]
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 Certificate Registrar to authenticate
and to deliver to or upon the order of the Depositor, in exchange for the Loans
(exclusive of Excess Interest thereon), the Loan REMIC Regular Interests and the
Uncertificated Lower-Tier Interests, the Regular Certificates and the Class [__]
Certificates and (B) it has executed and caused the Certificate Registrar to
authenticate and to deliver to or upon the order of the Depositor, in exchange
for the Excess Interest, the Class [__] 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 General Servicing Matters. (a) Each of the Master
Servicers and each of the Special Servicers shall diligently service and
administer the Loans (and, if a Loan is part of a Serviced Loan Combination, the
related Serviced Companion Loan(s), if any, and the related Junior Loan(s), if
any) (and, in the case of a Special Servicer, any related 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
Companion Loan Holder(s), if any, and the related Junior Loan Holder(s), if any,
taken as a collective whole), as determined by such Master Servicer or such
Special Servicer, as the case may be, in its reasonable judgment, in accordance
with applicable law, the terms of the respective Loans (and, if a Loan is part
of a Serviced Loan Combination, the terms of the related Serviced Companion
Loan(s), if any, the related Junior Loan(s), if any), and any related
intercreditor, co-lender and/or similar agreement(s) 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 such Master Servicer or such 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 such Master Servicer or such
      Special Servicer, as the case may be, services and administers commercial
      and multifamily mortgage loans, if any, owned by such Master Servicer or
      such Special Servicer, as the case may be, whichever standard is higher;

            (ii) with a view to the timely recovery of principal and interest on
      such Loans, any such Serviced Companion Loan and any such Junior Loan or,
      if any such Loan, any such Serviced Companion Loan or any such Junior Loan
      comes into and continues in default and if, in the good faith and
      reasonable judgment of the applicable Special


                                     -121-
<PAGE>

      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 such
      Serviced Loan Combination, to the Trust and Certificateholders and the
      related Junior Loan Holder(s) and/or related Companion Loan Holder(s), as
      applicable, all taken as a collective whole) on a present value basis; and

            (iii) without regard to--

                  (A) any relationship that such Master Servicer or such 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
            this Agreement,

                  (B) the ownership of any Certificate, mezzanine loan or
            subordinate debt, or of any Companion Loan, Junior Loan or interest
            therein, by such Master Servicer or such Special Servicer, as the
            case may be, or by any Affiliate thereof,

                  (C) such Master Servicer's obligation to make Advances,

                  (D) such Special Servicer's obligation to request that the
            applicable Master Servicer make Servicing Advances,

                  (E) the right of such Master Servicer (or any Affiliate
            thereof) or such 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 such Master Servicer
            or such Special Servicer, as the case may be, or any Affiliate of
            such Master Servicer or such Special Servicer, as the case may be,

                  (G) any obligation of such 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 such Master Servicer or such Special
            Servicer or any Affiliate of such Master Servicer or such Special
            Servicer, as applicable, has extended to any Borrower.

            Without limiting the foregoing, subject to Section 3.21, (i) Master
Servicer No. 1 shall be obligated to service and administer all Group 1 Loans,
any related Serviced Companion Loans and any related Junior Loans which, in each
case, do not constitute Specially Serviced Loans, (ii) Master Servicer No. 2
shall be obligated to service and administer all Group 2 Loans, any related
Serviced Companion Loans and any related Junior Loans which, in each case, do
not constitute Specially Serviced Loans, (iii) Master Servicer No. 3 shall be
obligated to service and administer all Group 3 Loans that do not constitute
Specially Serviced Loans, (iv) Special Servicer No. 1 shall be obligated to
service and administer all Group 1 Loans and Group 2


                                     -122-
<PAGE>

Loans, any related Serviced Companion Loans and any related Junior Loans as to
which a Servicing Transfer Event has occurred and is continuing ("Specially
Serviced Loans") and any REO Property acquired in respect of any such Loan,
Serviced Companion Loan or Junior Loan, (v) Special Servicer No. 2 shall be
obligated to service and administer all Group 3 Loans as to which a Servicing
Transfer Event has occurred and is continuing (also "Specially Serviced Loans")
and any REO Property acquired in respect of any such Loan. Notwithstanding the
foregoing, each Master Servicer shall continue to make all calculations, and
prepare, and deliver to the Trustee, all reports required to be prepared by such
Master Servicer hereunder with respect to the Loans, Serviced Companion Loans
and/or Junior Loans for which it is the applicable Master Servicer and that
constitute Specially Serviced Loans as if no Servicing Transfer Event had
occurred and with respect to the REO Properties (and the related REO Loans)
related to such Loans, Serviced Companion Loans and/or Junior Loans as if no REO
Acquisition had occurred, and to render such incidental services with respect to
such Specially Serviced Loans and REO Properties as are specifically provided
for herein; provided, however, that such Master Servicer shall not be liable for
failure to comply with such duties insofar as such failure results from a
failure of the applicable Special Servicer to provide information to such Master
Servicer that is sufficient for such Master Servicer to comply with such duties
or from a failure of the applicable Special Servicer to prepare and deliver to
such Master Servicer reports required hereunder to be delivered by such Special
Servicer to such Master Servicer. Each Loan, Serviced Companion Loan and Junior
Loan that becomes a Specially Serviced Loan shall continue as such until
satisfaction of the conditions specified in Section 3.21(a).

            (b) Subject only to the Servicing Standard and the terms of this
Agreement and of the respective Loans (and, in the case of a Serviced Loan
Combination, the terms of the related Serviced Companion Loan(s), if any, the
related Junior Loan(s), if any, and the related Intercreditor Agreement), each
Master Servicer and, with respect to the Specially Serviced Loans, each 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, each of the Master Servicers and Special Servicers,
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 Junior Loan Holders and the Trustee or any of them, with respect to
each Loan, Serviced Companion Loan or Junior 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 each Master Servicer and Special Servicer any limited
powers of attorney and other documents prepared by such Master Servicer or
Special Servicer, as the case may be, necessary or appropriate to enable such
Master Servicer or 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 any Master Servicer or Special Servicer;
provided, further, notwithstanding anything contained herein to the contrary,
none of the Master Servicers and Special Servicers shall, without the Trustee's
written consent:


                                     -123-
<PAGE>

(i) initiate any action, suit or proceeding solely under the Trustee's name
without indicating such 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 Loan B
Intercreditor Agreement: (i) until the occurrence of a Loan B Change of
Servicing Control Event, Loan B Total Loan is to be serviced and administered
either (A) by the Series [_____] Master Servicer and the Series [_____] Special
Servicer in accordance with the Series [_____] PSA (prior to the occurrence of
any event that, in accordance with the Loan B Intercreditor Agreement, would
result in the Loan B Total Loan being serviced under the Series [_____] PSA
rather than under the Series [_____] PSA) or (B) by the Series [_____] Master
Servicer and the Series [_____] Special Servicer in accordance with the Series
[_____] PSA (from and after the occurrence of any event that, in accordance with
the Loan B Intercreditor Agreement, would result in the Loan B Total Loan being
serviced under the Series [_____] PSA rather than under the Series [_____] PSA);
and (ii) from and after the occurrence of a Loan B Change of Servicing Control
Event, the Loan B Total Loan will be serviced and administered by Master
Servicer No. 2 and Special Servicer No. 1 in accordance with Article XII of this
Agreement. Notwithstanding the preceding sentence, the parties acknowledge that
Master Servicer No. 2 is responsible for performing such services with respect
to Loan B as are specifically set forth in Articles I through X of this
Agreement.

            For so long as (i) Loan B or any Loan B REO Loan are part of the
Mortgage Pool and (ii) the Loan B Total Loan and/or any Loan B REO Property are
being serviced and administered under any Loan B Servicing Agreement, Master
Servicer No. 2 shall use reasonable efforts to monitor the performance and, to
the extent that it has standing to do so, enforce the obligations of the Loan B
Master Servicer and Loan B Special Servicer, respectively, under such Loan B
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 Master Servicer No. 2 in its
reasonable judgment, determines in accordance with the Servicing Standard. The
reasonable costs and expenses incurred by Master Servicer No. 2 in connection
with such enforcement shall be paid by, and reimbursable as, Servicing Advances.
Master Servicer No. 2 shall exercise the rights of the holder of the "A-3" and
"B" components of the Loan B Total Loan under the Loan B Intercreditor
Agreement.

            (d) The parties hereto acknowledge that, pursuant to the Loan C
Intercreditor Agreement: (i) until the occurrence of a Loan C Change of
Servicing Control Event, the Loan C Total Loan is to be serviced and
administered by the Series [_____] Master Servicer and the Series [_____]
Special Servicer in accordance with the Series [_____] PSA; and (ii) from and
after the occurrence of a Loan C Change of Servicing Control Event, Loan C Total
Loan will be serviced and administered by Master Servicer No. 1 and Special
Servicer No. 1 in accordance with Article XI of this Agreement. Notwithstanding
the preceding sentence, the parties acknowledge that Master Servicer No. 1 is
responsible for performing such services with respect to Loan C as are
specifically set forth in Articles I through X of this Agreement.

            For so long as (i) Loan C or any Loan C REO Loan are part of the
Mortgage Pool and (ii) the Loan C Total Loan and/or any Loan C REO Property are
being serviced and


                                     -124-
<PAGE>

administered under any Loan C Servicing Agreement, Master Servicer No. 1 shall
use reasonable efforts to monitor the performance and, to the extent that it has
standing to do so, enforce the obligations of the Loan C Master Servicer and
Loan C Special Servicer, respectively, under such Loan C 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 Master Servicer No. 1 in its reasonable judgment,
determines in accordance with the Servicing Standard. The reasonable costs and
expenses incurred by Master Servicer No. 1 in connection with such enforcement
shall be paid by, and reimbursable as, Servicing Advances. Master Servicer No. 1
shall exercise the rights of the holder of the "A-1 and "A-2" components of the
Loan C Total Loan under the Loan C Intercreditor Agreements.

            (e) The relationship of each Master Servicer and each Special
Servicer to the Trustee and, unless they are the same Person, one another
(whether between a Master Servicer and another Master Servicer or a Special
Servicer and the other Special Servicer or a Master Servicer and a Special
Servicer) 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.

            (f) Pursuant to the related Intercreditor Agreement, each Junior
Loan Holder has agreed that the applicable Master Servicer and the applicable
Special Servicer are authorized and obligated to service and administer the
subject Junior Loan pursuant to this Agreement. Pursuant to the related
Intercreditor Agreements, each Companion Loan Holder of a Serviced Companion
Loan has agreed that the applicable Master Servicer and the applicable Special
Servicer are authorized and obligated to service and administer such Serviced
Companion Loan pursuant to this Agreement. The applicable Master Servicer shall
be entitled, during any period when any Junior Loan or Companion 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(s) to the holder of the applicable Loan or to any servicer appointed
thereby or acting on its behalf, subject to the limitations of such
Intercreditor Agreement and to the rights and powers of the related Junior Loan
Holder(s), if any, and the related Companion Loan Holder(s), if any, under such
Intercreditor 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 applicable Master Servicer and/or the applicable 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 Junior Loan Holder, and all references herein to
"Junior 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 such CBA B Loan.

            Section 3.02 Collection of Loan Payments. (a) The applicable Master
Servicer and the applicable 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(s)) 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 applicable Master Servicer or applicable Special Servicer may in
its discretion


                                     -125-
<PAGE>

waive any Penalty Charge in connection with any delinquent payment on a Loan (or
a Serviced Loan Combination) it is obligated to service hereunder.

            (b) All amounts collected on any Loan, Serviced Companion Loan or
Junior 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 thereunder 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 Junior Loan
or Serviced Companion Loan of any Serviced Loan Combination, subject to the
terms of the related Intercreditor Agreement(s)), shall be applied (after
payment to the applicable Master Servicer, the holder of the related Excess
Servicing Strip, any related Primary Servicer, the applicable Special Servicer,
and/or the Trustee for any related Master Servicing Fees (net of the related
Excess Servicing Strip), Excess Servicing Strip, Primary Servicing Fees, Special
Servicing Fees and Trustee Fees, the application to any related outstanding P&I
Advances and/or Servicing Advances, application to recoveries of Nonrecoverable
Advances or Workout-Delayed Reimbursement Amounts (in each case, that were paid
from principal collections on the Loans and resulted in principal distributed to
the Certificateholders being reduced), and payment of 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 or Junior
Loan, as the case may be, at the related Mortgage Rate (less portions thereof
payable to the applicable Master Servicer, the holder of the related Excess
Servicing Strip, the applicable Special Servicer, the 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 or Junior Loan, as the case may
be; third, to the payment of Yield Maintenance Charges and Static Prepayment
Premiums; and fourth, any other amounts due and owing under such Loan, Serviced
Companion Loan or Junior Loan, as the case may be (the application to such other
amounts to be made in the discretion of the applicable Master Servicer
(exercised in accordance with the Servicing Standard)). Notwithstanding the
terms of any Loan, Serviced Companion Loan or Junior Loan, the applicable 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, Serviced
Companion Loan or Junior Loan, until and except to the extent that (i) all
reserves required to be established with such Master Servicer and then required
to be funded pursuant to the terms of such Loan, Serviced Companion Loan or
Junior Loan have been so funded, (ii) all payments of principal and interest
then due on such Loan, Serviced Companion Loan or Junior 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 N hereof to the Series [_____] Master
Servicer and the Series [_____] Trustee stating that, as of the Closing Date,
the Trustee is the holder of Loan B and directing the


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<PAGE>

Series [_____] Master Servicer to remit to Master Servicer No. 2 all amounts
payable to, and to forward, deliver or otherwise make available, as the case may
be, to Master Servicer No. 2 all reports, statements, documents, communications
and other information that are to be forwarded, delivered or otherwise made
available to, the holder of Loan B under the Loan B Intercreditor Agreement and
the Series [_____] PSA. If an event occurs that, in accordance with the Loan B
Intercreditor Agreement, results in the Loan B Total Loan being serviced under
the Series [_____] PSA rather than under the Series [_____] PSA and a
Responsible Officer of the Trustee is aware of such event or Master Servicer No.
2 or Special Servicer No. 1 is aware of such event, then Master Servicer No. 2
or Special Servicer No. 1, as the case may be, shall notify the Trustee and the
Trustee shall promptly send a written notice (comparable to that referred to in
the prior sentence) to the Series [_____] Trustee and the Series [_____] Master
Servicer. In the event that the Series [_____] PSA or the Series [_____] PSA is
otherwise replaced by another Loan B Servicing Agreement and a Responsible
Officer of the Trustee is aware of such replacement or Master Servicer No. 2 or
Special Servicer No. 1 is aware of such replacement, then Master Servicer No. 2
or Special Servicer No. 1, as the case may be, shall so notify the Trustee and
the Trustee shall promptly send a written notice (comparable to that referred to
in the second preceding sentence) to the then holder of the Loan B Companion
Loans and to the Loan B Master Servicer under such replacement Loan B Servicing
Agreement. Master Servicer No. 2 shall, on the day of receipt thereof, deposit
into its Collection Account all amounts received by it from the Loan B Master
Servicer or any other party under any Loan B Servicing Agreement with respect to
Loan B, the Loan B Property or any Loan B REO Property. In the event that Master
Servicer No. 2 fails to so receive any amounts due to the holder of Loan B or
any Loan B REO Loan under the Loan B Intercreditor Agreement and any Loan B
Servicing Agreement, as and when required thereby, Master Servicer No. 2
promptly shall (i) notify the Loan B Master Servicer or other applicable party
responsible for making such remittances, as well as the respective holders of
the Loan B Companion Loans, that such amounts due with respect to Loan B 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 Loan B or any Loan B 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 that Master
Servicer No. 2 fails to make such P&I Advance with respect to Loan B or any Loan
B REO Loan, then the Trustee shall make such P&I Advance by the time required
pursuant to Section 7.05.

            (d) Promptly following the Closing Date, the Trustee shall send
written notice in the form of Exhibit O hereof to the Series [_____] Master
Servicer and the Series [_____] Trustee stating that, as of the Closing Date,
the Trustee is the holder of Loan C and directing the Series [_____] Master
Servicer to remit to Master Servicer No. 1 all amounts payable to, and to
forward, deliver or otherwise make available, as the case may be, to Master
Servicer No. 1 all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to,
the holder of Loan C under the Loan C Intercreditor Agreement and the Series
[_____] PSA. In the event that the Series [_____] PSA is otherwise replaced by
another Loan C Servicing Agreement and a Responsible Officer of the Trustee is
aware of such replacement or Master Servicer No. 1 or Special Servicer No. 1 is
aware of such replacement, then Master Servicer No. 1 or Special Servicer No. 1,
as the case may be, shall notify the Trustee and the Trustee shall promptly send
a written notice (comparable to that


                                     -127-
<PAGE>

referred to in the preceding sentence) to the then holder of the Loan C
Companion Loan and to the Loan C Master Servicer under such replacement Loan C
Servicing Agreement. Master Servicer No. 1 shall, within one Business Day
following receipt thereof, deposit into its Collection Account all amounts
received by it from the Series [_____] Master Servicer or any other party under
the Series [_____] PSA with respect to Loan C, the Loan C Property or any Loan C
REO Property. In the event that Master Servicer No. 1 fails to so receive any
amounts due to the holder of Loan C or any Loan C REO Loan under the Loan C
Intercreditor Agreement and any Loan C Servicing Agreement, as and when required
thereby, Master Servicer No. 1 promptly shall (i) notify the Series [_____]
Master Servicer or other applicable party responsible for making such
remittances, as well as the holder of Loan C Companion Loan, that such amounts
due with respect to Loan C 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 Loan C or any Loan C
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 that Master Servicer No. 1 fails to make such P&I
Advance with respect to Loan C or any successor REO Loan with respect thereto,
then the Trustee shall make such P&I Advance by the time required pursuant to
Section 7.05.

            (e) If the applicable Master Servicer or the applicable Special
Servicer receives, or receives notice from the related Borrower that it will be
receiving, Excess Interest in any Due Period, such Master Servicer or such
Special Servicer, as applicable, shall, to the extent Excess Interest is not
otherwise reported on the CMSA Loan Periodic Update File, promptly notify the
Trustee in writing.

            (f) Subject to Section 3.20, none of the Master Servicers shall
accept a Principal Prepayment of any Serviced 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, the prepayment
results from a payment of insurance proceeds or condemnation proceeds or the
prepayment must be accepted under applicable law or court order. If a Master
Servicer accepts a Principal Prepayment by the Borrower of any Serviced Loan for
which such Master Servicer is the applicable Master Servicer on any date other
than a Due Date thereby causing a Prepayment Interest Shortfall (other than any
such Principal Prepayment that occurred 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 that
such Master Servicer reasonably believes that acceptance of such payment is
consistent with the Servicing Standard and such Master Servicer has obtained the
consent of the applicable 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 such Master Servicer at the request of or with the consent of the Directing
Certificateholder), such 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 Distribution Account, an amount equal to the amount of such
resulting Prepayment Interest Shortfall. In addition, if an Uncovered Prepayment
Interest Shortfall occurs in respect of any Loan during any Due Period, and if
the applicable Master Servicer in respect of such Loan receives any Prepayment
Interest Excesses during that same Due Period in respect of other Loans as to
which


                                     -128-
<PAGE>

such Master Servicer is the applicable Master Servicer, then such Prepayment
Interest Excesses shall be applied to offset such Uncovered Prepayment Interest
Shortfall to the maximum extent possible and shall not be available as
additional servicing compensation. However, no Master Servicer shall be
obligated pursuant to this Section 3.02(f), to make any payment, or apply
Prepayment Interest Excesses received on Loans for which it is the applicable
Master Servicer, to cover or offset a Prepayment Interest Shortfall on a Loan as
to which it is not the applicable Master Servicer.

            Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts. (a) Each Master Servicer shall establish and maintain one or
more accounts (the "Servicing Accounts"), into which all Escrow Payments
received by it with respect to the Serviced Loans, Serviced Companion Loans
and/or Junior Loans for which it is the applicable Master Servicer shall be
deposited and retained, and shall administer such Servicing Accounts in
accordance with the related Loan Documents and the terms of any related
Intercreditor Agreement. Each Servicing Account shall be maintained in
accordance, or not inconsistent, with the requirements of the related Serviced
Loan, Serviced Companion Loan or Junior 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 applicable 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 Documents and as described below or, if not so required, to the applicable
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; (vii) pay the applicable 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 maintained by such Master Servicer
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 such Master
Servicer for the relevant period and to the extent not required by law or the
terms of the related Loan Documents to be paid to the Borrowers); and (viii)
following a default on the related Serviced Loan or Serviced Loan Combination,
for application to amounts due thereunder (to the extent permitted by the
related Loan Documents and applicable law).

            (b) The applicable Special Servicer, in the case of Administered REO
Properties, and the applicable Master Servicer, in the case of Serviced Loans,
Serviced Companion Loans and Junior Loans that do not constitute REO 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 applicable Special Servicer, in the case of
Administered REO Properties, and the applicable Master Servicer, in the case of
Serviced Loans, Serviced Companion Loans and Junior Loans that do not constitute
REO Loans, shall obtain all bills for the payment of such


                                     -129-
<PAGE>

items (including renewal premiums) and shall effect payment thereof from the
related REO Account or Servicing Account, as applicable, and, if such amounts
are insufficient to pay such items in full, the applicable Master Servicer shall
make a Servicing Advance prior to the applicable penalty or termination date, as
allowed under the terms of the related Loan Documents and, in any event,
consistent with the Servicing Standard. Notwithstanding anything to the contrary
in the preceding sentence, with respect to Serviced Loans, Serviced Companion
Loans and Junior Loans that do not provide for escrows for the payment of taxes
and assessments, the applicable Master Servicer shall make a Servicing Advance
for the payment of such items upon the earlier of (i) five Business Days after
such 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 any 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
Serviced Loan or Serviced Loan Combination 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 applicable Special Servicer,
in the case of Administered REO Properties, and the applicable Master Servicer,
in the case of all Serviced Loans, Serviced Companion Loans and Junior Loans
that do not constitute REO 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 Serviced
Loans, Serviced Companion Loans and Junior Loans (other than with respect to any
such Serviced Loan, Serviced Companion Loan or Junior Loan after the related
principal balance thereof has been reduced to zero) for which it is the
applicable Master Servicer, each 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, (vi)
the costs and expenses (including attorneys' fees and expenses) of any
enforcement or judicial proceedings, including foreclosure and similar
proceedings, and (vii) 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 such Master Servicer
shall not be required to make any such Advance that would, if made, constitute a
Nonrecoverable Servicing Advance.

            With respect to each Serviced Loan, Serviced Companion Loan and
Junior Loan and each related REO Property, the applicable Special Servicer shall
give the applicable Master Servicer and the Trustee not less than [five]
Business Days' notice before the date on which such Master Servicer is required
to make any Servicing Advance with respect to such Serviced Loan, Serviced
Companion Loan or Junior Loan or any 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 no Special Servicer shall be entitled to make such a request (other than
for Servicing Advances required to be made on an


                                     -130-
<PAGE>

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

            Notwithstanding anything to the contrary set forth herein, the
applicable Master Servicer shall (at the direction of the applicable Special
Servicer if a Specially Serviced Loan or an REO Property is involved) pay
directly out of such Master Servicer's Collection Account any servicing expense
that, if paid by such Master Servicer or the applicable Special Servicer, would
constitute a Nonrecoverable Servicing Advance; provided that such payment shall
be made only if such Master Servicer (or the applicable 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 and/or Junior Loan, the related Companion Loan Holder and/or
Junior Loan Holder, as applicable, taken as a collective whole), as evidenced by
an Officer's Certificate delivered promptly to the Trustee, each Rating Agency
and the Directing Certificateholder, setting forth the basis for such
determination and accompanied by any information that the applicable Master
Servicer or the applicable 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 a Master Servicer
or a 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 applicable 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 such Master Servicer, the applicable Special Servicer or the Depositor or a
Responsible Officer of the Trustee otherwise has actual knowledge of such
failure, then the Trustee shall make such Servicing Advance pursuant to Section
7.05.


                                     -131-
<PAGE>

            (d) In connection with its recovery of any Servicing Advance out of
a Collection Account pursuant to Section 3.05(a) or from a Servicing Account
pursuant to Section 3.03(a), the applicable Master Servicer or 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.
Subject to Section 3.19(e), each Master Servicer shall reimburse itself or the
Trustee, as the case may be, for any outstanding Servicing Advance made by such
Master Servicer or the Trustee, as the case may be, in respect of the Servicing
Group for which such Master Servicer is the applicable Master Servicer as soon
as practically possible after funds available for such purpose are deposited in
the applicable account maintained hereunder.

            (e) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Serviced Loan, Serviced
Companion Loan or Junior Loan, the applicable Master Servicer or, if such
Serviced Loan, Serviced Companion Loan or Junior Loan constitutes a Specially
Serviced Loan, the applicable 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 a Serviced Loan, Serviced Companion Loan or Junior Loan, the applicable
Master Servicer or, if such Serviced Loan, Serviced Companion Loan or Junior
Loan constitutes a Specially Serviced Loan, the applicable 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 applicable Master Servicer
(with respect to Serviced Loans, Serviced Companion Loans and Junior Loans that
are not Specially Serviced Loans) shall determine whether the related Borrower
has failed to perform its obligations under the respective Serviced Loan,
Serviced Companion Loan or Junior Loan and report any such failure to the
applicable 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 Accounts, Distribution Account and
Excess Interest Distribution Account. (a) Each Master Servicer shall establish
and maintain, or cause to be established and maintained, a Collection Account,
into which such 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 on the Serviced Loans, Serviced Companion
Loans (if any) and Junior Loans (if any) for which it is the applicable Master
Servicer received after the Cut-off Date (other than payments of principal and
interest due and payable on or before the Cut-off Date) and the following
payments and collections (other than Principal Prepayments) received on the
Serviced Loans, Serviced Companion Loans (if any) and Junior Loans (if any) for
which it is the applicable Master Servicer by it on or prior to the Cut-off Date
but allocable to a period subsequent thereto:


                                     -132-
<PAGE>

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

            (ii) all payments on account of interest (net of any related Primary
      Servicing Fees and, in the case of a Serviced Loan, the related Master
      Servicing Fees) on such Serviced Loans, Serviced Companion Loans and
      Junior Loans and any Penalty Charges collected thereon (net of any amount
      thereof utilized to offset interest on Advances); and

            (iii) all Yield Maintenance Charges and all Static Prepayment
      Premiums received with respect to such Serviced Loans, Serviced Companion
      Loans and Junior Loans;

            (iv) all Insurance and Condemnation Proceeds and Liquidation
      Proceeds received in respect of any such Serviced Loan, Serviced Companion
      Loan or Junior Loan (other than Liquidation Proceeds that are to be
      deposited in the Distribution Account pursuant to Section 9.01) together
      with any amounts representing recoveries of Workout-Delayed Reimbursement
      Amounts or Nonrecoverable Advances in respect of such Serviced Loans; and

            (v) any amounts required to be transferred from (A) any REO Account
      pursuant to Section 3.16(c), (B) any Junior Loan Custodial Account or
      Companion Loan Custodial Account pursuant to any applicable provision of
      this Agreement, (C) any Loan C Companion Loan Custodial Account pursuant
      to Section 11.04 and (D) any Loan B Custodial Account pursuant to Section
      12.04; and

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

            (vii) any amounts required to be deposited by such Master Servicer
      or a Special Servicer pursuant to Section 3.07(b) in connection with
      losses on any such Serviced Loan, Serviced Companion Loan, Junior Loan or
      any related REO Property resulting from a deductible clause in a blanket
      hazard policy or master single interest policy; and

            (viii) any amounts paid by any Junior 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.

            Subject to the last paragraph of this Section 3.04(a), and also
subject to Articles XI and XII, the foregoing requirements for deposit by a
Master Servicer in the Collection Account maintained by such Master Servicer
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 such Master Servicer or a Special Servicer is entitled to retain as
additional servicing compensation pursuant to Section 3.11 need not be deposited
by such Master Servicer in its Collection Account. If a Master Servicer shall
deposit in its Collection Account any amount not required to be deposited
therein, it may at any time withdraw such amount from such Collection Account.


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<PAGE>

            Within one Business Day of receipt of any of the foregoing amounts
with respect to any Specially Serviced Loan, the applicable Special Servicer
shall remit such amounts to the applicable Master Servicer for deposit into the
Collection Account maintained by such Master Servicer. Any amounts received by
the applicable Special Servicer with respect to an REO Property (other than
Liquidation Proceeds payable pursuant to Section 9.01 in connection with the
termination of the Trust) shall be deposited into the applicable REO Account and
remitted to the applicable Master Servicer for deposit into its Collection
Account pursuant to Section 3.16(c).

            Promptly (and, in any event, within one Business Day) following
receipt of available funds:

            (i) Master Servicer No. 2 shall deposit in its Collection Account
      all remittances to the Trust under a Loan B Servicing Agreement with
      respect to Loan B or any Loan B REO Property; and

            (ii) Master Servicer No. 1 shall deposit in its Collection Account
      all remittances to the Trust under Loan C Servicing Agreement with respect
      to Loan C or any Loan C REO Property.

            (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. Each 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)(iii), (a)(iv), (a)(vii), (c), (d) and (e) of the
definition thereof) for the related Distribution Date then on deposit in the
Collection Account maintained by such Master Servicer. On each Distribution Date
(prior to distributions on the Certificates being made on such date), the
Trustee shall deposit in the Distribution Account any amounts required to be so
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 and, to the extent permitted by Section 3.06, shall be permitted to
withdraw any Net Investment Earnings from the Distribution Account.

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

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

            (ii) any Liquidation Proceeds (other than with respect to any
      Serviced Companion Loan) paid by such 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 such Master Servicer's Collection Account or the Excess
      Interest Distribution Account pursuant to Section 9.01);


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<PAGE>

            (iii) any payments required to be made by such Master Servicer
      pursuant to Section 3.02(f); and

            (iv) any other amounts required to be so delivered by such 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)). To
the extent that any Master Servicer has not delivered to the Trustee for deposit
in the Distribution Account such amounts as are required to have been so
delivered on the Master Servicer Remittance Date, such 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.

            (c) The Trustee shall establish, prior to the Master Servicer
Remittance Date relating to any Due Period in which Excess Interest is received,
and maintain the Excess Interest Distribution Account in the name of the Trustee
for the benefit of the Holders of the Class [__] Certificates. The Excess
Interest Distribution Account shall be established and maintained as an Eligible
Account or, subject to Section 3.04(i), a subaccount of an Eligible Account. On
or before each Master Servicer Remittance Date, each Master Servicer shall remit
to the Trustee for deposit in the Excess Interest Distribution Account an amount
equal to the Excess Interest received by such Master Servicer during the related
Due Period on the Loans for which it is the applicable Master Servicer. On each
Distribution Date, the Trustee shall withdraw the Excess Interest from the
Excess Interest Distribution Account for distribution pursuant to Section
4.01(c). Following the distribution of Excess Interest to Holders of the Class
[__] Certificates on the first Distribution Date after which no Loans or related
REO 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, subject to Section 3.04(i), a
sub-account of an Eligible Account. Not later than 1:00 p.m. on each Master
Servicer Remittance Date, each Master Servicer shall withdraw from such Master
Servicer's Collection Account and remit to the Trustee for deposit in the Excess
Liquidation Proceeds Account all Excess Liquidation Proceeds received by such
Master Servicer during the Due Period ending on the Determination Date
immediately prior to such Master Servicer Remittance Date on the Loans for which
such Master Servicer is the applicable Master Servicer. If any Excess
Liquidation Proceeds received by a Master Servicer during any Due Period relate
to any Serviced Companion Loan or Junior Loan, such amount shall be deposited in
the applicable Companion Loan Custodial Account or the applicable Junior Loan
Custodial Account, respectively. On each Master Servicer Remittance Date, the
Trustee shall deposit in the Excess Liquidation Proceeds Account any amounts
required to be so deposited by the Trustee pursuant


                                     -135-
<PAGE>

to Section 3.06 in connection with losses incurred with respect to Permitted
Investments of funds held in the Excess Liquidation Proceeds Account and, to the
extent permitted by Section 3.06, shall be permitted to withdraw any Net
Investment Earnings from the Excess Liquidation Proceeds Account.

            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 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 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, a Junior Loan
Custodial Account, a Companion Loan Custodial Account, the Interest Reserve
Account, the Excess Interest Distribution Account, the Excess Liquidation
Proceeds and the Distribution Account may be invested only in Permitted
Investments in accordance with the provisions of Section 3.06. Each Master
Servicer shall give notice to the Trustee, the Special Servicers, the Rating
Agencies and the Depositor of any new location of the Collection Account
maintained by such Master Servicer 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 Servicers 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) With respect to a CBA B Loan from and after the date, if any, on
which any CBA A/B Material Default occurs and is continuing with respect to the
subject CBA A/B Loan Pair (and, as a result, such CBA B Loan is being serviced
hereunder) or the Mortgaged Property securing the subject CBA A/B Loan Pair has
become REO Property, and with respect to each other Serviced Companion Loan and
Junior Loan from and after the date hereof, the applicable Master Servicer shall
establish and maintain, or cause to be established and maintained, a Companion
Loan Custodial Account or a Junior Loan Custodial Account, as the case may be,
into which such Master Servicer shall deposit or cause to be deposited (if not
otherwise required to be deposited in the Collection Account maintained by such
Master Servicer) 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 maintained by such Master
Servicer, except as otherwise specifically provided herein (and provided that
the subject payment or collection was not and may not otherwise be withdrawn
from such Collection Account for any other purpose contemplated by Section
3.05(a) or any other section of this Agreement), the following payments and
collections on the applicable Serviced Companion Loan or Junior Loan received
after the Cut-off Date (other than payments of principal and interest due and
payable on or before the Cut-off Date) and the following


                                     -136-
<PAGE>

payments and collections (other than Principal Prepayments) received on the
applicable Serviced Companion Loan or Junior Loan by such Master Servicer 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 such Serviced
      Companion Loan or Junior Loan; and

            (ii) all payments on account of interest, including Excess Interest
      and Default Interest, on such Serviced Companion Loan or Junior Loan; and

            (iii) all Insurance and Condemnation Proceeds received that are
      allocable to such Serviced Companion Loan or Junior Loan; and

            (iv) all Liquidation Proceeds received that are allocable to such
      Serviced Companion Loan or Junior Loan; and

            (v) any amounts required to be transferred from an REO Account
      pursuant to Section 3.16(c) that relate to such Serviced Companion Loan or
      Junior Loan, as applicable; and

            (vi) all yield maintenance charges, prepayment premiums and late
      payment charges received in respect of such Serviced Companion Loan or
      Junior Loan; and

            (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 on such Serviced Companion Loan or Junior Loan
      resulting from a deductible clause in a blanket or master force placed
      hazard insurance policy relating thereto; and

            (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
      the related Companion Loan Holder or Junior Loan Holder; and

            (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 such Companion Loan Custodial
      Account or Junior Loan Custodial Account.

            The foregoing requirements for deposit by a Master Servicer in a
Junior 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, 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 such
Master Servicer or the applicable Special Servicer is entitled to retain as
additional servicing compensation pursuant to Section 3.11 need not be deposited
by such Master Servicer in such Junior Loan Custodial Account or such Companion
Loan Custodial Account. If a Master Servicer for any reason deposits in any
Junior Loan Custodial Account or Companion Loan


                                     -137-
<PAGE>

Custodial Account any amount not required to be deposited therein, such Master
Servicer may at any time withdraw such amount from such Junior Loan Custodial
Account or Companion Loan Custodial Account, notwithstanding any provision in
this Agreement to the contrary.

            (g) With respect to any CBA B Loan from and after the date, if any,
on which any CBA A/B Material Default occurs and is continuing with respect to
the subject CBA A/B Loan Pair (and, as a result, such CBA B Loan is being
serviced hereunder) or the Mortgaged Property securing the subject CBA A/B Loan
Pair has become REO Property, and with respect to each other Serviced Companion
Loan and Junior Loan from and after the date hereof, the applicable Master
Servicer shall, as and when required pursuant to the related Intercreditor
Agreement and Section 3.05(a), withdraw from the related Junior 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 subject Serviced Companion Loan or Junior Loan
or any related REO Property and, further, to pay to the related Companion Loan
Holder or Junior Loan Holder, as applicable, all amounts to which each of them
is entitled in respect of the subject Companion Loan and Junior 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
related Companion Loan Holder or Junior Loan Holder, as applicable, shall be
made in accordance with the related Intercreditor Agreement.

            (h) Notwithstanding the foregoing or any other provision to the
contrary in this Agreement, each Master Servicer may maintain its Collection
Account and the respective Junior Loan Custodial Accounts and Companion Loan
Custodial Accounts to be maintained by it (if any) 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 deemed to have been
made in the same manner as would be the case if such Collection Account and such
respective Junior Loan Custodial Accounts and Companion Loan 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 such Collection Account and such respective Junior Loan Custodial Accounts
and Companion Loan Custodial Accounts were maintained as multiple separate
accounts; (iii) such 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
Accounts, Junior Loan Custodial Accounts and Companion Loan Custodial Accounts,
respectively; (iv) such Master Servicer's maintaining such Collection Account
and such respective Junior Loan Custodial Accounts and Companion Loan 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 Companion
Loan Holder or any Junior Loan Holder; and (v) such single Eligible Account
shall be entitled substantially as follows: "[name of subject 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


                                     -138-
<PAGE>

Certificates, Series [______], [names of the respective Companion Loan Holders]
and [names of respective Junior Loan Holders], as their interests may appear,
Collection/Custodial Account".

            (i) 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 [______], Distribution Account, Excess Interest
Distribution Account, Interest Reserve Account and Excess Liquidation Proceeds
Account".

            Section 3.05 Permitted Withdrawals from the Collection Accounts and
the Distribution Account. (a) Each Master Servicer may, from time to time, make
withdrawals from its Collection Account for any of the following purposes (the
order set forth below not constituting an order of priority for such
withdrawals):

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

            (ii) to remit Excess Interest to the Trustee for deposit in the
      Excess Interest Distribution Account pursuant to Section 3.04(c);

            (iii) to pay (x) to such Master Servicer or the holder of such
      Master Servicer's Excess Servicing Strip (subject to Section 3.11(a))
      unpaid Master Servicing Fees and any Primary Servicing Fees to which it or
      such holder is entitled pursuant to Section 3.11(a), and (y) to any
      Primary Servicer entitled thereto, the related Primary Servicing Fees with
      respect to the Loans for which such Master Servicer is the applicable
      Master Servicer (and any related REO Loans), and, in the case of Master
      Servicer No. 1's Collection Account, the related Primary Servicing Fees
      with respect to Loan A Companion Loans and Loan A Junior Loans (and any
      related REO Loans), and (z) to the applicable Special


                                     -139-
<PAGE>

      Servicer, any unpaid Special Servicing Fees earned with respect to
      Specially Serviced Loans and REO Loans for which such Master Servicer is
      the applicable Master Servicer, as applicable, such Master Servicer's
      rights, any Primary Servicer's rights and such Special Servicer's rights
      to payment pursuant to this clause (iii) with respect to any Loan
      (including (in the case of the applicable Master Servicer) Loan B and Loan
      C), Serviced Companion Loan, Junior Loan or REO Loan, as applicable, being
      limited to amounts received on or in respect of such Loan (including (in
      the case of the applicable Master Servicer) Loan B and Loan C), such
      Serviced Companion Loan or such Junior Loan (whether in the form of
      payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or
      on or in respect of 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 pay to the applicable Special Servicer unpaid Liquidation
      Fees and Workout Fees in respect of Serviced Loans, Serviced Companion
      Loans and Junior Loans as to which the Master Servicer maintaining the
      subject Collection Account is the applicable Master Servicer (and any
      related REO Loans), as applicable;

            (v) 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 Junior Loan
      Holder) made by such party with respect to Loans for which such Master
      Servicer is the applicable Master Servicer and any related REO Loans, such
      Master Servicer's or the Trustee's right to receive payment pursuant to
      this clause (v) 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, if applicable, Loan B and Loan C) and REO Loans with respect
      to which such P&I Advances were made;

            (vi) to reimburse itself or the Trustee, as applicable, for
      unreimbursed Servicing Advances made by such party with respect to any
      Loans, Serviced Companion Loans and/or Junior Loans for which such Master
      Servicer is the applicable Master Servicer and/or related REO Properties,
      such Master Servicer's or the Trustee's respective rights to receive
      payment pursuant to this clause (vi) with respect to any Loan (including,
      if applicable, Loan B and Loan C), Serviced Companion Loan, Junior Loan or
      REO Property being limited to, as applicable, related payments,
      Liquidation Proceeds, Insurance and Condemnation Proceeds and REO
      Revenues);

            (vii) to reimburse itself or the Trustee, as applicable, for
      Nonrecoverable Advances incurred by such Master Servicer or the Trustee in
      respect of the Loans, Serviced Companion Loans and Junior Loans, for which
      such Master Servicer is the applicable Master Servicer (as well as any
      related REO Loans) and to pay to itself or the Trustee, as applicable,
      interest accrued and payable on such reimbursed Nonrecoverable Advances,
      which reimbursement and payment shall be made (subject to Section 1.05(a))
      out of general collections on the Loans for which such Master Servicer is
      the applicable Master Servicer (including Loan B and Loan C, if
      applicable) and any related REO Properties;


                                     -140-
<PAGE>

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

            (ix) to reimburse itself, the applicable 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 Loan B and Loan C), Serviced
      Companion Loan or Junior Loan required to be serviced by such Master
      Servicer and giving rise to a repurchase obligation of any Responsible
      Party under Section [7] of the related Mortgage Loan Purchase Agreement or
      under the Column Performance Guarantee, 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 (ix) 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;

            (x) subject to Section 2.03(b), to reimburse itself, the Trustee or
      the applicable Special Servicer, as the case may be, out of general
      collections on the Loans (including Loan B and Loan C) for which such
      Master Servicer is the applicable Master Servicer and any related REO
      Properties for any unreimbursed expense reasonably incurred by such Person
      relating to a Loan (including Loan B and Loan C) required to be serviced
      by such Master Servicer in connection with the enforcement of any
      Responsible Party's obligations under Section [7] of the related Mortgage
      Loan Purchase Agreement or under the Column Performance Guarantee, but
      only to the extent that such expenses are not reimbursable pursuant to
      clause (ix) above or otherwise;

            (xi) to pay itself, as additional servicing compensation all amounts
      specified in the fifth and sixth paragraphs of Section 3.11(a); and to pay
      the applicable Special Servicer, as additional servicing compensation all
      amounts specified in the second and last paragraphs of Section 3.11(b);

            (xii) if and to the extent allocable to the related Servicing Group
      and/or any related Serviced Companion Loans, Junior Loans and REO Loans,
      to pay itself, the applicable Special Servicer, the Depositor or any of
      their respective directors, officers, employees and agents and various
      other related Persons, 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 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 such Master Servicer, which
      amendment is in furtherance of the rights and interests of
      Certificateholders; and, if and to the extent allocable to the related
      Servicing Group and/or any related Serviced Companion Loans, Junior Loans
      and REO Loans, to pay for (x) the cost of obtaining the REO Extension
      contemplated by


                                     -141-
<PAGE>

      Section 3.16(a) and (y) the fees of the Trustee or the applicable Master
      Servicer for confirming a Special Servicer's determination of Fair Value
      of a Defaulted Loan;

            (xiv) to pay out of general collections on the Loans (including Loan
      B and Loan C, if applicable) for which such Master Servicer is the
      applicable Master Servicer and any related REO Properties any and all
      federal, state and local taxes imposed on any Trust REMIC created
      hereunder or any of its assets or transactions, together with all
      incidental costs and expenses, to the extent that none of the Master
      Servicers, the Special Servicers or the Trustee is liable therefor;

            (xv) to reimburse such Master Servicer and the applicable Special
      Servicer out of general collections on the Loans (including Loan B and
      Loan C, if applicable) for which such Master Servicer is the applicable
      Master Servicer and any related REO Properties for expenses incurred by
      and reimbursable to them by the Trust Fund (which expenses are not
      otherwise reimbursable pursuant to any other clause of this Section
      3.05(a) or pursuant to Section 3.05(b));

            (xvi) to pay such Master Servicer the applicable Special Servicer,
      the Directing Certificateholder, any Companion Loan Holder, any Junior
      Loan Holder or any Responsible Party, as the case may be, with respect to
      each Loan (including Loan B and Loan C, if applicable), Serviced Companion
      Loan and Junior Loan, if any, previously purchased or replaced by such
      Person pursuant to this Agreement or the related Intercreditor Agreement
      (in each case, if such Master Servicer was the applicable Master
      Servicer), all amounts received thereon subsequent to the date of purchase
      or replacement, including, in the case of a Responsible Party, all amounts
      received thereon to which such Responsible Party is entitled under Section
      2.03(b);

            (xvii) to reimburse the applicable Special Servicer for the cost of
      any environmental testing performed at such Special Servicer's direction
      pursuant to the last sentence of Section 3.09(c) with respect to any
      Mortgaged Property or REO Property relating to any Loan, Serviced
      Companion Loan or Junior Loan for which such Master Servicer is the
      applicable Master Servicer;

            (xviii) to transfer the Excess Liquidation Proceeds on deposit in
      such Collection Account to the Trustee for deposit in the Excess
      Liquidation Proceeds Account in accordance with Section 3.04(d);

            (xix) to transfer to the related Companion Loan Custodial Account or
      Junior Loan Custodial Account, as applicable, all amounts payable to each
      Loan A Companion Loan Holder, Loan A B Loan Holder and Loan A C Loan
      Holder, respectively, pursuant to Section [__] or Section [__], as
      applicable, of the Loan A All Notes Intercreditor Agreement and, in the
      case of the respective Loan A Companion Loan Holders, further pursuant to
      the Loan A Senior Notes Intercreditor Agreement;

            (xx) to transfer to the related Junior Loan Custodial Account all
      amounts payable to the related CBA B Loan Holder in respect of any CBA B
      Loan being serviced


                                     -142-
<PAGE>

      hereunder or in respect of any related REO Loan, pursuant to the related
      CBA Intercreditor Agreement;

            (xxi) to make any payments, in addition to normal remittances, owing
      by the Trust Fund to any Companion Loan Holder or Junior Loan Holder under
      the related Intercreditor Agreement;

            (xxii) to recoup any amounts deposited in such Collection Account in
      error; and

            (xxiii) to clear and terminate such Collection Account at the
      termination of this Agreement pursuant to Section 9.01;

provided, however, that, in the case of the Loan A Total Loan:

                  (A) all Special Servicing Fees, Workout Fees and Liquidation
            Fees, in respect of the Loan A Total Loan, and all Advances,
            interest on Advances and other items that constitute "Costs" under
            the Loan A All Notes Intercreditor Agreement, that are in any event,
            payable to the applicable Master Servicer, the applicable Special
            Servicer, the Trustee or any other third party (including any master
            servicer, special servicer or trustee involved in the securitization
            of a Loan A Companion Loan) pursuant to Section [__] or Section
            [__], as applicable, of the Loan A All Notes Intercreditor
            Agreement, shall be paid out of any and all payments and other
            collections on or with respect to the Loan A Total Loan or any
            related REO Property distributable pursuant to Section [__] or
            Section [__], as applicable, of the Loan A All Notes Intercreditor
            Agreement, in the amounts and priority set forth in Section [__] or
            Section [__], as applicable, of the Loan A All Notes Intercreditor
            Agreement; and

                  (B) P&I Advances or any comparable advance (together with
            interest thereon), Workout Fees and Liquidation Fees payable or
            reimbursable in respect of any Loan A Senior Loan or any successor
            REO Loan with respect thereto shall not be payable or reimbursable
            out of amounts payable on any other Loan A Senior Loan or any
            successor REO Loan with respect thereto; and

                  (C) no Primary Servicing Fees, Workout Fees and Liquidation
            Fees earned, and no Advances, interest on Advances and other items
            that constitute "Costs" (other than Special Servicing Fees and
            related Nonrecoverable Servicing Advances made hereunder and
            interest thereon) under the Loan A All Notes Intercreditor Agreement
            attributable to, Loan A Junior Loans, any successor REO Loans with
            respect thereto, or any particular such mortgage loan or REO Loan,
            shall in any event be paid out of payments and other collections on
            the Loans, Loan A Companion Loans and/or any successor REO Loans
            with respect thereto, and no Special Servicing Fees earned on Loan A
            Junior Loans, any successor REO Loans with respect thereto, or any
            particular such mortgage loan or REO Loan, shall in any event be
            paid out of payments or other collections on the Loans (exclusive of
            the Loan A Total Loan) and/or any successor REO Loans with respect
            thereto; and


                                     -143-
<PAGE>

                  (D) no fees, costs or expenses allocable to the Loans, any
            successor REO Loans with respect thereto, or any particular such
            Loan or REO Loan (exclusive of Loan A or any successor REO Loan with
            respect thereto) shall be paid out of payments and other collections
            on, or amounts otherwise payable to the holders of, Loan A Companion
            Loans, Loan A Junior Loans or any successor REO Loans with respect
            thereto; and

provided further, however, that in the case of each CBA A/B Loan Pair:

                  (A) to the maximum extent permitted by the related CBA
            Intercreditor Agreement, Special Servicing Fees, Workout Fees,
            Liquidation Fees, Advances, interest on Advances and all other
            servicing costs and expenses relating to such CBA A/B Loan Pair or
            any related REO Property shall be paid or reimbursed, as applicable,
            out of amounts otherwise payable to the holder of the related CBA B
            Loan or any successor REO Loan with respect thereto; and

                  (B) no fees, costs or expenses, including servicing
            compensation, allocable to the related CBA B Loan or any successor
            REO Loan with respect thereto (other than related Nonrecoverable
            Servicing Advances made hereunder and interest thereon) shall be
            paid or reimbursed, as applicable, out of any payments or other
            collections on the Loans and/or any successor REO Loans with respect
            thereto (exclusive of the related CBA A Loan or any successor REO
            Loan with respect thereto); and

                  (C) no fees, costs or expenses allocable to the Loans, any
            successor REO Loans with respect thereto or any particular such Loan
            or REO Loan (exclusive of the related CBA A Loan or any successor
            REO Loan with respect thereto) shall be paid out of payments and
            other collections on, or amounts otherwise payable to the holder of,
            the related CBA B Loan or any successor REO Loan with respect
            thereto; and

provided further, however, that in the case of any Junior Loan (to the extent
not inconsistent with either of the two preceding provisos):

                  (A) the applicable Master Servicer shall be entitled to make
            transfers from time to time, from the related Junior Loan Custodial
            Account to the applicable Collection Account, of amounts necessary
            for the payments and/or reimbursements of amounts described above in
            this Section 3.05(a), including the foregoing two provisos, but only
            insofar as the payment or reimbursement described therein arises
            from or is related solely to the Loan A Total Loan or the subject
            CBA A/B Loan Pair, as applicable, or is allocable to the Loan A
            Total Loan or the subject CBA A/B Loan Pair, as applicable, pursuant
            to this Agreement and, in either case, is allocable to the related
            Junior Loan pursuant to the related Intercreditor Agreement(s), and
            such Master Servicer shall also be entitled to make transfers from
            time to time, from the related Junior Loan Custodial Account to the
            applicable Collection Account, of amounts transferred to such
            related Junior Loan Custodial Account in error, and amounts
            necessary for


                                     -144-
<PAGE>

            the clearing and termination of the related Junior Loan Custodial
            Account pursuant to Section 9.01;

                  (B) the applicable Master Servicer shall on the Business Day
            following receipt of payment from the related Borrower or otherwise,
            remit to the related Junior Loan Holder any amounts on deposit in
            the related Junior Loan Custodial Account (net of amounts permitted
            or required to be transferred therefrom as described in clause (A)
            above), to the extent that such Junior Loan Holder is entitled
            thereto under the related Intercreditor Agreement (including, if
            applicable, by way of the operation of any provision of the related
            Intercreditor Agreement(s) that entitles the holder of such Junior
            Loan to reimbursement of cure payments made by it);

and provided further, however, that in the case of any Serviced Companion Loan
(to the extent not inconsistent with the third preceding proviso):

                  (A) the applicable Master Servicer shall be entitled to make
            transfers from time to time, from the related Companion Loan
            Custodial Account to the applicable Collection Account, of amounts
            necessary for the payments and/or reimbursements of amounts
            described above in this Section 3.05(a), including the second and
            third preceding provisos, but only insofar as the payment or
            reimbursement described therein arises from or is related solely to
            the subject Loan Combination or is allocable to the subject Loan
            Combination pursuant to this Agreement and, in either case, is
            allocable to such Serviced Companion Loan under the related
            Intercreditor Agreement(s), and such Master Servicer shall also be
            entitled to make transfers from time to time, from the related
            Companion Loan Custodial Account to the applicable Collection
            Account, of amounts transferred to such related Companion Loan
            Custodial Account in error, and amounts necessary for the clearing
            and termination of the related Companion Loan Custodial Account
            pursuant to Section 9.01; and

                  (B) the applicable Master Servicer shall on the Business Day
            following receipt of payment from the related Borrower or otherwise,
            remit to the related Companion Loan Holder any amounts on deposit in
            the related Companion Loan Custodial Account (net of amounts
            permitted or required to be transferred therefrom as described in
            clause (A) above), to the extent that such Companion Loan Holder is
            entitled thereto under the related Intercreditor Agreement(s);

            Expenses incurred with respect to each Serviced Loan Combination
shall be allocated in accordance with the corresponding Intercreditor
Agreement(s).

            If a Master Servicer is entitled to make any payment or
reimbursement described above and such payment or reimbursement relates to a
Junior Loan, then such Master Servicer shall, if funds on deposit in such Junior
Loan Custodial Account are insufficient therefor, request the related Junior
Loan Holder to make such payment or reimbursement to the extent such Junior Loan
Holder is obligated to make such payment or reimbursement pursuant to the
related Intercreditor Agreement. If such Junior Loan Holder fails to make such
payment or


                                     -145-
<PAGE>

reimbursement that it is obligated to make within three Business Days following
such request, then (subject to the provisos to the first paragraph of this
Section 3.05(a)) such Master Servicer shall be entitled to make such payment or
reimbursement from the applicable Collection Account. The applicable Master
Servicer shall use reasonable efforts to recover any such payment or
reimbursement paid out of general collections on the Mortgage Pool from such
Junior Loan Holder, and if such payment or reimbursement is subsequently
recovered from such Junior Loan Holder, to the extent that any amounts were
previously taken by such Master Servicer from general collections on the
Mortgage Pool on deposit in its Collection Account, the amount recovered shall
be deposited into such Master Servicer's Collection Account and shall not be
deposited into the related Junior Loan Custodial Account.

            If a Master Servicer is entitled to make any payment or
reimbursement described above and such payment or reimbursement relates to a
Companion Loan, then such 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, to the extent the
holder of such Companion Loan is obligated to make such payment or reimbursement
pursuant to the related Intercreditor Agreement. If such Companion Loan Holder
fails to make such payment or reimbursement within three Business Days following
such request, then (subject to the provisos to the first paragraph of this
Section 3.05(a)) such Master Servicer shall be entitled to make such payment or
reimbursement from its Collection Account. The applicable Master Servicer shall
use reasonable efforts to recover any such payment or reimbursement paid out of
general collections on the Mortgage Pool from such Companion Loan Holder, and if
such payment or reimbursement is subsequently recovered from the holder of such
Companion Loan, the amount recovered shall be deposited into such Master
Servicer's Collection Account and shall not be deposited into the related
Companion Loan Custodial Account.

            Subject to the provisions of Section 3.03(c), each Master Servicer
shall pay to the applicable Special Servicer from such Master Servicer's
Collection Account on each Master Servicer Remittance Date amounts permitted to
be paid to such Special Servicer therefrom based upon an Officer's Certificate
received from such Special Servicer on the first Business Day following the
immediately preceding Determination Date describing the item and amount to which
such Special Servicer is entitled. Each Master Servicer may conclusively rely on
any such certificate and shall have no duty to re-calculate the amounts stated
therein. Each Special Servicer shall keep and maintain separate accounting for
each Specially Serviced 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 applicable 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 each Collection
Account, Companion Loan Custodial Account and Junior Loan Custodial Account.


                                     -146-
<PAGE>

            (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 to Certificateholders on each Distribution
      Date pursuant to Section 4.01 or Section 9.01, as applicable;

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

            (iii) to pay (A) 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, 3.30(o), 6.03(a), 6.03(b), 8.05(a) or 8.05(b), and (B) to the Person
      entitled thereto any amounts that would have been paid out of general
      collections on deposit in a Collection Account pursuant to any of clauses
      (ix), (x), (xii), (xiii), (xiv) and (xv) of Section 3.05(a) if those
      general collections had been sufficient;

            (iv) 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;

            (v) to reimburse and pay to itself and, pro rata based on
      entitlement, the Master Servicers, in that order, for outstanding and
      unreimbursed Nonrecoverable Advances and accrued and unpaid interest
      thereon (consistent with Section 1.05(a));

            (vi) on each Distribution Date, to reimburse and pay to itself and
      the Master Servicers, in the order provided in Section 1.05(c), any
      outstanding and unreimbursed Workout-Delayed Reimbursement Amounts
      incurred thereby (with accrued and unpaid interest thereon), in each case
      only to the extent that such Person is entitled to such reimbursement
      pursuant to Section 1.05;

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

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

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

            (c) Notwithstanding anything herein to the contrary, with respect to
any Loan, (i) if amounts on deposit in the respective Collection Accounts and
the Distribution Accounts are not sufficient to pay the full amount of the
Master Servicing Fees 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 respective Collection Accounts are not sufficient
to reimburse the full amount of Advances listed in Sections 3.05(a)(v), (vi) and
(vii), then reimbursements shall be paid first to the Trustee, and then to the
applicable Master Servicer.


                                     -147-
<PAGE>

            Section 3.06 Investment of Funds in the Collection Accounts,
Companion Loan Custodial Accounts, Junior Loan Custodial Accounts, Servicing
Accounts, Cash Collateral Accounts, Lock-Box Accounts, REO Accounts,
Distribution Account, Interest Reserve Account and Excess Liquidation Proceeds
Account. (a) (i) Each Master Servicer may direct any depository institution
maintaining for such Master Servicer a Collection Account, a Junior Loan
Custodial Account, a 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 "Master
Servicer Account"), (ii) a Special Servicer may direct any depository
institution maintaining for such Special Servicer an 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 foregoing accounts listed
in this clause (iii) for purposes of this Section 3.06, a "Trustee Account"; and
any of the Master Servicer Accounts, REO Accounts and Trustee Accounts for
purposes of this Section 3.06, an "Investment Account"), to invest (or if such
depository institution is such Master Servicer, such 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 applicable Master Servicer (in the case of any Master Servicer
Account) or the applicable Special Servicer (in the case of an REO Account), on
behalf of the Trustee, or the Trustee in its capacity as such (in the case of
any Trustee Account) shall maintain continuous possession of any Permitted
Investment of amounts in such accounts that is either (i) a "certificated
security", as such term is defined in the UCC or (ii) other property in which a
secured party may perfect its security interest by possession under the UCC or
any other applicable law. Possession of any such Permitted Investment by the
applicable Master Servicer (in the case of a Permitted Investment of funds on
deposit in any Master Servicer Account) or the applicable Special Servicer (in
the case of a Permitted Investment of funds on deposit in an REO Account) 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 applicable Master Servicer (in the case of any Master
Servicer Account), the applicable Special Servicer (in the case of an 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


                                     -148-
<PAGE>

            (ii) demand payment of all amounts due thereunder promptly upon
      determination by the applicable Master Servicer, the applicable 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 subject Investment Account.

            (b) Interest and investment income realized on funds and deposited
in each of the Master Servicer Accounts to the extent of the Net Investment
Earnings, if any, with respect to such account for each period from any
Distribution Date to the immediately succeeding Master Servicer Remittance Date
shall be for the sole and exclusive benefit of the applicable 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, 3.04 or 3.05, as the case may be. Interest and investment income realized
on funds deposited in an 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 Master Servicer Remittance Date,
shall be for the sole and exclusive benefit of the related Special Servicer, but
shall be subject to withdrawal in accordance with Section 3.16(c). Interest and
investment income realized on funds and deposited in each of the Trustee
Accounts, to the extent of the Net Investment Earnings, if any, with respect to
such account for each period from any Distribution Date to the immediately
succeeding Master Servicer Remittance Date, shall be for the sole and exclusive
benefit of the Trustee and shall be subject to its withdrawal in accordance with
Section 3.05(a), 3.04(d) or 3.28(b), as the case may be. If any loss shall be
incurred in respect of any Permitted Investment directed to be made by a Master
Servicer, a Special Servicer or the Trustee, as applicable, in connection with
funds on deposit in any of the Master Servicer Accounts (in the case of a Master
Servicer), any of the REO Accounts (in the case of a Special Servicer) or any of
the Trustee Accounts (in the case of the Trustee) maintained by such Master
Servicer, such Special Servicer or the Trustee, then such Master Servicer, such
Special Servicer or the Trustee, as applicable, shall deposit therein, no later
than the next succeeding Master Servicer Remittance Date (or, in the case of the
Trustee and the Trustee Accounts (exclusive of the Excess Liquidation Proceeds
Distribution Account), no later than the next succeeding 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 immediately
preceding Distribution Date (or, in the case of the Trustee and the Trustee
Accounts (exclusive of the Excess Liquidation Proceeds Distribution Account),
from and including the first Business Day following the immediately preceding
Distribution Date) to and including such Master Servicer Remittance Date (or, in
the case of the Trustee and the Trustee Accounts (exclusive of the Excess
Liquidation Proceeds Distribution Account), to and including the subject
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.

            (d) Notwithstanding the investment of funds held in a Collection
Account or the Distribution Account pursuant to this Section 3.06, for purposes
of calculating the Available


                                     -149-
<PAGE>

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 applicable Master Servicer shall use its
reasonable efforts, consistent with the Servicing Standard, 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 Serviced Loan and Serviced Loan
Combination 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 such 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 applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall impose such insurance requirements as are
consistent with the Servicing Standard. As to each Serviced Loan and Serviced
Loan Combination, the applicable Master Servicer shall use its reasonable
efforts to cause the related Borrower to maintain, and if the related Borrower
does not so maintain, the applicable 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;
provided, however, that the applicable Master Servicer will not be obligated to
require any Borrower to obtain or maintain insurance in excess of the amounts of
coverage and deductibles required by the related Loan Documents or by the
related Mortgage Loan Seller immediately prior to the Closing Date, unless such
Master Servicer determines, in accordance with the Servicing Standard, that the
insurance required immediately prior to the Closing Date (if less than what is
required by the related Loan Documents) would not be commercially reasonable for
property of the same type, size and/or location as the related Mortgaged
Property and the applicable Special Servicer, with the consent of the Directing
Certificateholder (which consent shall be obtained by the applicable Special
Servicer), approves such determination. Notwithstanding the foregoing, the
applicable Master Servicer shall not be required to call a default under a
Serviced Loan or Serviced Loan Combination if the related Borrower fails to
maintain such insurance, and such Master Servicer shall not be required to
maintain such insurance, if, in each case, the applicable Special Servicer
consents, after receiving such Master Servicer's recommendation (including a
summary of such Master Servicer's efforts and research with respect to such
insurance, along with other information the applicable Special Servicer may
reasonably request), and with the Directing Certificateholder's (or, in the case
of the Loan A Total Loan, the Loan A Controlling Holder's) approval (which
approval shall be obtained by the applicable Special Servicer), to such Master
Servicer's determination based upon information reasonably available to such
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. Subject to Section 3.17(a), the applicable Special Servicer shall maintain
for each REO Property acquired in respect of a Serviced Loan or Serviced Loan
Combination no less Insurance Policy coverage than was previously required of
the Borrower under the related Loan Documents or, at such Special Servicer's
election, with the Directing Certificateholder's consent (which consent shall be


                                     -150-
<PAGE>

obtained by the applicable Special Servicer), 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 applicable Master Servicer on behalf of the
Trustee (in the case of insurance maintained in respect of Serviced Loans and
Serviced Loan Combinations) or the applicable 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 Serviced Loan or Serviced
Loan Combination, as applicable, 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 insurance carrier is
authorized under applicable law to issue such Insurance Policies). Any amounts
collected by a 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 applicable Master Servicer, subject to withdrawal pursuant to
Section 3.05(a).

            Any costs incurred by the applicable Master Servicer in maintaining
any such Insurance Policies in respect of Serviced Loans and Serviced Loan
Combinations if the Borrower defaults on its obligation to maintain such
Insurance Policies shall be advanced by such 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 applicable Special Servicer in maintaining any such
Insurance Policies with respect to REO Properties shall be an expense of the
Trust Fund payable out of such Special Servicer's REO Account pursuant to
Section 3.16(c) or, if the amount on deposit therein is insufficient therefor,
advanced by the applicable Master Servicer as a Servicing Advance.

            If a 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 Serviced Loans, Serviced Companion Loans and Junior
Loans or related REO Properties, as the case may be, required to be serviced and
administered by such Master Servicer or Special Servicer hereunder, and such
Insurance Policy provides protection equivalent to the individual policies
otherwise required, then such Master Servicer or such 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
applicable Master Servicer or the


                                     -151-
<PAGE>

applicable Special Servicer shall promptly deposit into the Collection Account
maintained by the applicable Master Servicer from such Master Servicer's or such
Special Servicer's 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 Serviced
Loans, Serviced Companion Loans and Junior Loans for which it is the applicable
Master Servicer, each Master Servicer agrees to prepare and present, on behalf
of itself, the Trustee and Certificateholders and, in case of a Serviced Loan
Combination, the related Companion Loan Holder(s), if any, and the related
Junior Loan Holder(s), if any, claims under any such blanket Insurance Policy in
a timely fashion in accordance with the terms of such policy. Each Special
Servicer, to the extent consistent with the Servicing Standard, may maintain
earthquake insurance on REO Properties for which it is the applicable Special
Servicer, provided coverage is available at commercially reasonable rates.

            (b) If a Master Servicer or Special Servicer causes any Mortgaged
Property to be covered by a master single interest Insurance Policy with a
Qualified Insurer naming such Master Servicer or such Special Servicer, as the
case may be, as the loss payee, then to the extent such Insurance Policy
provides protection equivalent to the individual policies otherwise required,
such Master Servicer or Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause such insurance to be maintained on the related
Mortgaged Properties. If a 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 or REO Property (i.e., other than any
minimum or standby premium payable for such policy whether or not any Mortgaged
Property or REO Property is covered thereby) shall be paid by the applicable
Master Servicer as a Servicing Advance. Such master single interest Insurance
Policy may contain a deductible clause, in which case the applicable Master
Servicer or the applicable Special Servicer, as the case may be, shall, if (A)
there shall not have been maintained on the related Mortgaged Property (other
than Loan B Property or Loan C 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 applicable
Master Servicer from such Master Servicer's or such Special Servicer's 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 Serviced Loan or
Serviced Loan Combination, or, in the absence of any such deductible limitation,
the deductible limitation which is consistent with the Servicing Standard.

            (c) Each of the Master Servicers and Special Servicers 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 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,
Companion Loans and/or Junior Loans ("Master Servicer Employees", in the case of
a Master Servicer, and "Special Servicer Employees", in the case of a Special
Servicer). Any such Fidelity Bond and errors and omissions insurance shall
protect and insure such Master Servicer or such Special Servicer, as applicable,
against losses, including forgery, theft, embezzlement,


                                     -152-
<PAGE>

fraud, errors and omissions, failure to maintain any insurance policies required
pursuant to the Agreement and negligent acts of such Master Servicer's Master
Servicer Employees or such Special Servicer's Special Servicer Employees, as
applicable. The errors and omissions policy of a Master Servicer or Special
Servicer, as applicable, shall also protect and insure such Master Servicer or
such Special Servicer, as applicable, against losses in connection with the
release or satisfaction of a Serviced Loan or Serviced Loan Combination 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 any 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 applicable Master Servicer or applicable Special
Servicer 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 a Master Servicer or Special Servicer (or its immediate or remote parent) is
rated at least "[__]" by Moody's, "[__]" by S&P and, solely if Fitch is rating a
mortgage-backed securitization that includes any Serviced Companion Loan that is
in the applicable Master Servicer's or Special Servicer's Servicing Group,
"[__]" by Fitch, such Master Servicer or such Special Servicer, respectively,
shall be allowed to provide self-insurance with respect to a Fidelity Bond and
such errors and omissions policy. Coverage of a Master Servicer or a Special
Servicer under a policy or bond obtained by an Affiliate of such Master Servicer
or such Special Servicer and providing the coverage required by this Section
3.07(c) shall satisfy the requirements of this Section 3.07(c).

            Each of the Special Servicers and Master Servicers shall promptly
report in writing to the Trustee any material changes that may occur in its
respective Fidelity Bonds, if any, and/or its 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 Serviced Loans or Serviced Loan Combinations
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 applicable Master
Servicer to continue to require the related Borrower to maintain earthquake
insurance, the applicable Master Servicer shall require the related Borrower to
maintain such insurance in the amount, in the case of clause (i), required by
the related Serviced Loan or Serviced Loan Combination 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.

            (e) Each Master Servicer and each 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 relating to a Serviced Loan or Serviced Loan Combination
for which it is the applicable Master Servicer or the applicable Special
Servicer, as the case may be, to realize the full value of such policy for the


                                     -153-
<PAGE>

benefit of Certificateholders (and, if a Serviced Loan Combination is involved,
the related Companion Loan Holder(s), if any, and/or Junior Loan Holder(s), if
any).

            (f) If, as of the Closing Date, a Mortgaged Property (other than an
REO Property) securing a Serviced Loan or Serviced Loan Combination shall be in
a federally designated special flood hazard area (if flood insurance has been
made available), or if the applicable Master Servicer becomes aware, in
performing its duties under this Agreement, that such a Mortgaged Property
becomes located in such area by virtue of remapping conducted by the Federal
Emergency Management Agency, then the applicable Master Servicer will use its
reasonable efforts to cause the related Borrower (in accordance with applicable
law and the terms of the related Loan Documents) to maintain, and, if the
related Borrower shall default in any such obligation to so maintain, the
applicable Master Servicer shall itself maintain, to the extent available at
commercially reasonable rates (as determined by such Master Servicer in
accordance with the Servicing Standard) and the Trustee as mortgagee has an
insurable interest in the subject Mortgaged Property, flood insurance in respect
thereof, but only to the extent the related Serviced Loan or Serviced Loan
Combination 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 Serviced Loan or Serviced Loan Combination, (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 related Loan Documents. If the
cost of any insurance described above is not borne by the Borrower, the
applicable 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 acquired in respect of
a Serviced Loan or Serviced Loan Combination is located in a federally
designated special flood hazard area, the applicable Special Servicer shall
cause to be maintained, to the extent available at commercially reasonable rates
(as determined by such 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 Serviced Loan or
Serviced Loan Combination, (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 related 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 applicable
Master Servicer as a Servicing Advance.

            (h) The applicable Master Servicer shall, to the extent permitted by
the related Loan Documents, require that each policy of business income
insurance maintained by a Borrower under any Serviced Loan have a minimum term
of at least 12 months.

            (i) Within [45] days after the Closing Date, the applicable Master
Servicer shall notify each Environmental Insurer under any Environmental
Insurance Policy relating to a Serviced Loan or Serviced Combination Loan for
which such Master Servicer is the applicable Master Servicer that (A) both such
Master Servicer and the applicable Special Servicer shall be sent notices under
such Environmental Insurance Policy and (B) the Trustee, on behalf of the Trust,
shall be the loss payee under such Environmental Insurance Policy. The
applicable Master


                                     -154-
<PAGE>

Servicer and the applicable Special Servicer shall abide by the terms and
conditions precedent to payment of claims under such 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 that the applicable 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 Serviced Loan or
Serviced Combination Loan covered thereby, such 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 Junior 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 applicable Master Servicer and shall be
reimbursable to it as a Servicing Advance.

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

            Section 3.08 Enforcement of Due-On-Sale and Due-On-Encumbrance
Clauses; Assumption Agreements; Defeasance Provisions; Other Provisions. (a) As
to each Serviced Loan or Serviced Loan Combination which contains a provision in
the nature of a "due-on-sale" clause, which by its terms:

            (i) provides that such Serviced 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

            (ii) provides that such Serviced 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 applicable Master Servicer shall (for any Loan that is not a Specially
Serviced Loan) provide notice to the applicable Special Servicer of any request
for a waiver thereof, and the applicable Master Servicer or the applicable
Special Servicer, as the case may be, shall enforce such due-on-sale clause,
unless such Master Servicer or such Special Servicer, as applicable, determines,
in accordance with the Servicing Standard, and subject to Section 3.08(d) and
either Section 3.21(e) or Section 3.32, as applicable, that (1) not declaring an
Event of Default (as


                                     -155-
<PAGE>

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
applicable Master Servicer or the applicable 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 applicable Master
Servicer or the applicable Special Servicer, as the case may be, 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 applicable Master Servicer or the applicable Special Servicer, as the case
may be, 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 Loan A, the certificates issued pursuant to any
securitization containing any related Companion Loan. The applicable Master
Servicer or the applicable Special Servicer, as the case may be, 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.

            (b) None of the Master Servicers or Special Servicers 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). Neither the consent of the applicable Master
Servicer nor the consent of the applicable 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 Serviced Loan or Serviced Loan Combination
(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.

            (c) As to each Serviced 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 Serviced 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 applicable Master Servicer shall provide notice to the applicable Special
Servicer of any request for a waiver thereof, and the applicable Master Servicer
or the applicable Special Servicer, as the case may be, 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 applicable Master Servicer or the applicable Special Servicer, as the case


                                     -156-
<PAGE>

may be, (x) determines, in accordance with the Servicing Standard, and subject
to Section 3.08(d) and either Section 3.21(e) or 3.32, as applicable, 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 that is
(1) a Significant Loan or (2) together with the proposed subordinate debt would
have a combined debt service coverage ratio of less than [___]x or a combined
loan-to-value ratio of [__]% or greater, has received written confirmation from
each of the Rating Agencies to the effect 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 or, if such Loan is Loan A, the certificates issued
pursuant to any securitization containing any Loan A Companion Loan. To the
extent permitted by the Loan Documents, the applicable Master Servicer or the
applicable Special Servicer, as the case may be, will use reasonable efforts to
cause the Borrower to pay the costs associated with such Rating Agency
confirmation, otherwise it is considered a Trust Fund expense.

            (d) Notwithstanding subsections (a) and (c) above, in no event shall
the applicable Master Servicer waive any rights under a "due-on-sale" or
"due-on-encumbrance" clause with respect to any Serviced Loan or Serviced Loan
Combination unless (i) the applicable Master Servicer shall have notified the
applicable Special Servicer of such waiver, (ii) the applicable Master Servicer
shall have submitted the applicable Master Servicer's written recommendation and
analysis to the applicable Special Servicer, (iii) the applicable Master
Servicer shall have submitted to the applicable Special Servicer the documents
within the possession of the applicable Master Servicer that are reasonably
requested by the applicable Special Servicer, (iv) the applicable Special
Servicer shall have approved such waiver (which approval shall, except in the
case of Loan A, be deemed granted if not denied within 15 Business Days of its
receipt of the applicable Master Servicer's recommendation and any additional
documents and information that the applicable Special Servicer may reasonably
request), notified the Directing Certificateholder (or, in the case of Loan A,
the Loan A Controlling Holder) of the request for the waiver and of its own
approval and submitted to the Directing Certificateholder (or, in the case of
Loan A, the Loan A Controlling Holder) each of the documents submitted to the
applicable Special Servicer by the applicable Master Servicer and (v) the
Directing Certificateholder (or, in the case of Loan A, the Loan A Controlling
Holder) shall have informed the applicable Special Servicer that it has approved
(such approval subject to the last paragraph of Section 3.21(e) or the
penultimate paragraph of Section 3.32(b), as applicable), such waiver; provided,
however, that the applicable Special Servicer shall advise the Directing
Certificateholder (or, in the case of Loan A, to the Loan A Controlling Holder)
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 applicable Master Servicer; and,
provided, further, that, except in the case of Loan A, if the Directing
Certificateholder does not reject such recommendation within [five] Business
Days of its receipt of the applicable Special Servicer's recommendation and any
additional documents and information that the Directing Certificateholder may
reasonably request, then the waiver shall be deemed approved.


                                     -157-
<PAGE>

            Notwithstanding the foregoing provisions, and regardless of whether
a particular Co-op Loan in Servicing Group 3 contains specific provisions
regarding the incurrence of subordinate debt, or prohibits the incurrence of
subordinate debt, or requires the consent of the mortgagee in order to incur
subordinate debt, Master Servicer No. 3 may, nevertheless, in accordance with
the Servicing Standard, without the need to obtain any consent hereunder (and
without the need to obtain a ratings confirmation), permit the related Borrower
to incur subordinate debt if the [____] Subordinate Debt Conditions have been
met (as certified in writing to the Trustee and the Directing Certificateholder
by Master Servicer No. 3 no later than five Business Days prior to the making of
the subject subordinate loan without right of reimbursement from the Trust)
which certification shall include notice of the circumstances of the waiver,
including information necessary for the Directing Certificateholder to determine
whether the [____] Subordinate Debt Conditions have been satisfied); provided
that, subject to the related Loan Documents and applicable law, Master Servicer
No. 3 shall not waive any right it has, or grant any consent it is otherwise
entitled to withhold, in accordance with any related "due-on-encumbrance" clause
under any Co-op Loan, pursuant to this paragraph, unless in any such case, all
associated costs and expenses are covered without any expense to the Trust; and
provided, further, that this paragraph only applies to Co-op Loans that are in
Servicing Group 3.

            (e) 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 Serviced 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.

            (f) Except as otherwise permitted by Section 3.20, no Master
Servicer or Special Servicer shall agree to modify, waive or amend any term of
any Serviced Loan or Serviced Loan Combination in connection with the taking of,
or the failure to take, any action pursuant to this Section 3.08.

            (g) Notwithstanding any other provisions of this Section 3.08, the
applicable 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 Serviced Loan to such easement,
right-of-way or similar agreement, provided that such 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 and adversely affect the
value of such Mortgaged Property and (ii) that no Trust REMIC will fail to
qualify as a REMIC as a result thereof and that no tax on "prohibited
transactions" or "contributions" after the Closing Date would be imposed on any
Trust REMIC as a result thereof, provided, further, that such Master Servicer
shall cause the Borrower to pay the costs (including attorneys' fees and
expenses) associated with the determination described in clause (ii).


                                     -158-
<PAGE>

            (h) With respect to any Serviced Loan, Serviced Companion Loan or
Junior Loan that permits release of Mortgaged Properties through defeasance
(each, a "Defeasance Loan"), to the extent permitted under the related Loan
Documents:

            (i) The applicable Master Servicer shall effect such defeasance only
      through the purchase of 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
      such 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 such 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 Serviced Loan, Serviced Companion Loan or Junior Loan
      permits the assumption of the obligations of the related Borrower by a
      successor Borrower, the applicable 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, such Master Servicer shall be permitted to establish a single
      Single-Purpose Entity to assume the defeased obligations under all of the
      Serviced Loan(s), Serviced Companion Loan(s) and/or Junior Loan(s) that
      will be defeased.

            (iii) The applicable 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 applicable 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 Serviced Loan
      that represents one of the 10 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
      applicable 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 applicable Master Servicer


                                     -159-
<PAGE>

      shall required to obtain confirmation from S&P unless the applicable
      Master Servicer delivers to S&P a notice in the form attached hereto as
      Exhibit P and (b) in the case of the Loan A Total Loan, the applicable
      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 Moody's, if such defeasance or partial defeasance or such Mortgaged
      Property relates to any Loan that represents one of the 10 largest Loans
      of all Loans at such time, the applicable 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.

            (vi) Subject to the related Loan Documents, neither the applicable
      Master Servicer nor the applicable Special Servicer shall permit the
      release of any Mortgaged Property through defeasance unless the related
      Borrower establishes to the satisfaction of such Master Servicer or such
      Special Servicer, as the case may be, 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 applicable Master Servicer shall
      require such Borrower to deliver or cause to be delivered an Opinion of
      Counsel to the effect that such release will not cause any Trust REMIC to
      fail to qualify as a REMIC at any time that any Certificates are
      outstanding or cause a tax to be imposed on the Trust Fund or any Trust
      REMIC or, if applicable, any REMIC formed under the securitization which
      contains the related Companion Loan under the REMIC Provisions.

            (viii) Neither the applicable Master Servicer nor the applicable
      Special Servicer shall permit a partial defeasance with respect to any
      Serviced Loan, Serviced Companion Loan or Junior 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
applicable Master Servicer of obtaining legal advice to make the determinations
required to be made by it pursuant to this Section 3.08(h), or obtaining the
Rating Agency confirmations required by this Section 3.08(h), shall be borne by
the related Borrower as a condition to such Master Servicer's obligation to
effect the defeasance of the related Serviced Loan, Serviced Companion Loan or
Junior Loan or advanced as a Servicing Advance by such Master Servicer, and
otherwise shall be a Trust Fund expense. The applicable Master Servicer shall
deliver all documents relating to the defeasance of any Serviced Loan to the
Trustee for inclusion in the related Mortgage File.

            (i) With respect to any Serviced Loan or Serviced Loan Combination
that permits the related Borrower to incur subordinate indebtedness secured by
the related Mortgaged Property or by interests in the related Borrower, except
for Co-op Loans as to which the [____] Subordinate Debt Conditions are
satisfied, the applicable Master Servicer or the applicable


                                     -160-
<PAGE>

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 applicable Master Servicer or Special Servicer, as appropriate,
shall process such documentation.

            (j) With respect to any Serviced Loan or Serviced Companion Loan,
subject to the related Loan Documents, neither the applicable Master Servicer
nor the applicable Special Servicer shall permit the related Borrower to
substitute any real property, any rights with respect to real property, or any
other real property interest whatsoever for the Mortgaged Property securing such
Serviced Loan or Serviced Companion Loan, as applicable, 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 such Serviced Loan or Serviced
Companion Loan, as applicable, to fail to qualify as a "qualified mortgage" as
defined under Section 860G(a)(3) of the Code while such Serviced Loan is owned
by a Trust REMIC or while such Serviced Companion Loan is owned by a REMIC and
(ii) with respect to any Loan that, individually or together with all other
Loans, if any, that are in the same Crossed Group as such Loan, is one of the 10
largest Loans by Stated Principal Balance of all Loans at such time,
confirmation from S&P and Moody's 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.

            Section 3.09 Realization Upon Defaulted Loans. (a) Each 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 (other than Loan
B and Loan C), Serviced Companion Loans and/or Junior Loans for which it is the
applicable Special Servicer 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 applicable Master Servicer shall not be
required to make a Servicing Advance and expend funds toward the restoration of
such property unless the applicable 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, in the case of any Serviced Loan
Combination, any related Companion Loan Holder(s) and/or Junior Loan Holder(s),
as applicable), taken as a collective whole, after reimbursement to the
applicable Master Servicer for such Servicing Advance and interest thereon and
such Master Servicer has determined that such Servicing Advance together with
accrued and unpaid interest thereon will be recoverable by such Master Servicer
out of the proceeds of liquidation of such Mortgaged Property, as contemplated
in Section 3.05(a). The applicable Master Servicer shall, subject to Section
3.03(c), make Servicing Advances to cover all costs and expenses incurred by the
applicable Special Servicer in any such proceedings, provided that, in each
case, such cost or expense would not, if incurred, constitute a Nonrecoverable
Servicing Advance. The applicable Master Servicer may pay out of such Master
Servicer's Collection Account as an expense of the Trust Fund costs or expenses
that would


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<PAGE>

otherwise be determined to be a Nonrecoverable Servicing Advance as and to the
extent provided in the next to last paragraph of Section 3.03(c).

            Nothing contained in this Section 3.09 shall be construed to require
the applicable 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 such Special
Servicer in its reasonable judgment taking into account, as applicable, among
other factors, the period and amount of any delinquency on the affected Serviced
Loan or Serviced Loan Combination, the occupancy level and physical condition of
the related Mortgaged 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 applicable Special Servicer deems it necessary and
prudent for purposes of establishing the fair market value of any Mortgaged
Property securing a Specially Serviced Loan, whether for purposes of bidding at
foreclosure or otherwise, such Special Servicer is authorized to have an
Appraisal performed with respect to such property, the cost of which Appraisal
shall be paid by the applicable Master Servicer as a Servicing Advance.

            (b) The applicable 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 applicable
      Special Servicer; or

            (ii) the applicable Special Servicer shall have obtained an Opinion
      of Counsel (the cost of which shall be a Servicing Advance) to the effect
      that the holding of such personal property by the Trust Fund will not
      cause the imposition of a tax on any Trust REMIC under the REMIC
      Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any
      time that any Loan REMIC Regular Interest, Uncertificated Lower-Tier
      Interest or Certificate is outstanding.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
the applicable 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 Serviced Loan Combination, the related Companion Loan Holder(s) and/or
Junior 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) such 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


                                     -162-
<PAGE>

      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 applicable Master
Servicer as a Servicing Advance. If any such Environmental Assessment so
warrants, the applicable Special Servicer shall, at the expense of the Trust
Fund (or, if the Loan A Total Loan is involved, at the expense of the Trust
Fund, Loan A Companion Loan Holders and Loan A Junior Loan Holders, allocable
between them as provided in the Loan A All Notes Intercreditor Agreement and the
Loan A Senior Notes Intercreditor Agreement), 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 Specially Serviced 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 or other Responsible Party could be
required to repurchase such Defaulted Loan pursuant to Section [7] of the
related Mortgage Loan Purchase Agreement or pursuant to the Column Performance
Guarantee, then the applicable Special Servicer shall take such action as it
deems to be in the best economic interest of the Trust Fund (and in the case of
any Serviced Loan Combination, of the related Companion Loan Holder(s) and/or
Junior Loan Holder(s)), 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 applicable Special Servicer shall provide written reports
and a copy of any Environmental Assessments to the Trustee, the applicable
Master Servicer, the Directing Certificateholder, any Requesting Subordinate
Certificateholder (at the expense of such requesting Holder) and, with respect
to any Serviced Loan Combination, if such Environmental Assessment relates to
such Serviced Loan Combination, to each related Companion Loan Holder and/or
Junior Loan Holder, as applicable, monthly regarding any actions taken by such
Special Servicer with respect to any Mortgaged Property securing a Specially
Serviced 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
or


                                     -163-
<PAGE>

replacement of the related Loan by the related Responsible Party 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 applicable 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 interest 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. Annually in each January, the applicable Special Servicer shall
provide the applicable Master Servicer with all information or reports necessary
to enable the applicable Master Servicer to fulfill its obligations under this
Section 3.09(f) (and shall from time to time provide additional information or
reports promptly upon such Master Servicer's request therefor). The applicable
Master Servicer shall deliver a copy of any such report to the Trustee and the
applicable Special Servicer.

            (g) The applicable 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 subject Serviced Loan
permit such an action.

            (h) The applicable Special Servicer shall maintain accurate records,
prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a 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 applicable Master Servicer and if related to a Serviced Loan
Combination, to each related Companion Loan Holder and/or Junior 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 a related
Junior Loan Holder or Companion Loan Holder pursuant to the related
Intercreditor Agreement, the purchase of any Loan by the holder of a related
mezzanine loan in connection with a default pursuant to any related mezzanine
loan intercreditor agreement or the receipt by the applicable Master Servicer or
the applicable 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
applicable Master Servicer or applicable Special Servicer will promptly notify
the Trustee and request delivery of the related Mortgage File and, in the case
of the payment of in full of any Serviced Companion Loan or Junior Loan or the
purchase thereof by the holder of a related mezzanine loan, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall
promptly so notify each related Companion Loan Holder and/or the related Junior
Loan Holder and request delivery to it of the related Note. 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 applicable Master Servicer's Collection Account pursuant to
Section 3.04(a) or remitted to the applicable Master Servicer to enable such
deposit, have been or will be so deposited. Within six Business Days (or


                                     -164-
<PAGE>

within such shorter period as release can reasonably be accomplished if the
applicable 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 applicable Master Servicer or the applicable 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
applicable Master Servicer, and the Trustee shall release and deliver the
related Mortgage File to the applicable Master Servicer or applicable 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 any
account maintained hereunder.

            (b) From time to time as is appropriate for servicing or foreclosure
of any Serviced Loan, Serviced Companion Loan or Junior Loan, the applicable
Master Servicer or the applicable 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
applicable Master Servicer or the applicable 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) The applicable Special Servicer shall be responsible for the
preparation of any court pleadings, requests for trustee's sale or, except as
otherwise contemplated by Section 3.20, other documents necessary to the release
of collateral securing a Serviced Loan, Serviced Companion Loan or Junior 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 and shall forward such documents and pleadings to the Trustee and, if
applicable, the related Companion Loan Holder(s) and Junior Loan Holder(s) for
execution. Within [seven] Business Days (or within such shorter period as
delivery can reasonably be accomplished if the applicable Special Servicer
notifies the Trustee of an exigency) of receipt thereof, the Trustee shall
execute and deliver to the applicable Special Servicer any such documents or
pleadings. When submitted 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, any related Companion Loan
Holder or any related Junior Loan Holder 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 any Serviced Loan
Combination, the related Companion Loan Holder(s) and/or Junior Loan Holder(s)),
in each case, taken as a collective whole, and that the execution and delivery
thereof by the Trustee, any related Companion Loan Holder or any related Junior
Loan Holder, as the case may be, 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 Loan B
Intercreditor Agreement and any Loan B Servicing Agreement, and as appropriate
for enforcing the terms of Loan B, the Loan B Master Servicer or Loan B Special
Servicer requests delivery to it of the original Note for Loan B, 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


                                     -165-
<PAGE>

Loan B in accordance with the preceding sentence, the Trustee shall obtain a
Request For Release, substantially in the form attached as an Exhibit to the
Series [_____] PSA or the Series [_____] PSA, as applicable, to evidence the
holding by the Loan B Master Servicer or Loan B Special Servicer of such
original Note as custodian on behalf of and for the benefit of the Trustee.

            (e) If from time to time, pursuant to the terms of the Loan C
Intercreditor Agreement and any Loan C Servicing Agreement, and as appropriate
for enforcing the terms of Loan C, the Loan C Master Servicer or Loan C Special
Servicer requests delivery to it of the original Note for Loan C, 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 Loan C in accordance with the preceding sentence, the Trustee shall
obtain a Request For Release, substantially in the form attached as an Exhibit
to the Series [_____] PSA to evidence the holding by the Loan C Master Servicer
or Loan C 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, each Master Servicer shall be entitled to receive the
Master Servicing Fee (subject to the third, fourth and last paragraphs of this
Section 3.11(a)) with respect to each Loan (including, if applicable, Loan B,
Loan C, Specially Serviced Loans, Defeasance Loans and Additional Collateral
Loans) for which it is the applicable Master Servicer and any successor REO
Loans with respect thereto 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 the
related Loan and REO Revenues allocable as interest on the related REO Loan. In
no event will the applicable 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.

            Each initial Master Servicer will also be entitled to a Primary
Servicing Fee with respect to each Loan for which it acts as a Primary Servicer
and, in the case of the initial Master Servicer No. 1, Loan A Companion Loans
and Loan A Junior Loans.

            Each Master Servicer, on behalf of itself, the holder of the related
Excess Servicing Strip and the Assignable Primary Servicing Fee, if any, and any
related Primary Servicer, shall be entitled to recover unpaid Master Servicing
Fees and Primary Servicing Fees in respect of any Loan, Serviced Companion Loan,
Loan A Companion Loan, Loan A Junior Loan or REO Loan (including any Specially
Serviced Loan, Defeasance Loan or Additional Collateral Loan) for which such
Master Servicer is the applicable Master Servicer 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 of any Master Servicer 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
such Master Servicer's responsibilities and obligations under this Agreement.
Master Servicer No. 1 hereby agrees and the other parties


                                     -166-
<PAGE>

hereto acknowledge that the annual fees of each of S&P and Moody's for ongoing
surveillance allocable to the CSFB Loans, the [____] Loans, the [____] Loans and
the [_____] Loans will be paid on an ongoing basis by Master Servicer No. 1.

            Notwithstanding anything herein to the contrary, each initial Master
Servicer (and its successors and assigns) may at its option assign or pledge to
any third party or retain for itself the related Excess Servicing Strip, if any,
and the related Assignable Primary Servicing Fee, if any; provided, however,
that in the event of any resignation or termination of such Master Servicer, all
or any portion of such Excess Servicing Strip and/or such 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/or Primary Servicer, as applicable, with respect
to the Loans being master serviced and/or primarily serviced, as applicable, by
such resigning or terminated Master Servicer (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 [__]%
([__] basis points). The applicable Master Servicer shall pay the Excess
Servicing Strip, if any, and the Assignable Primary Servicing Fee, if any, for
each Servicing Group to the holder of such Excess Servicing Strip or the holder
of such Assignable Primary Servicing Fee (i.e., such initial Master Servicer or
any such third party), as the case may be, at such time and to the extent that
such Master Servicer is entitled to receive payment of its Master Servicing Fees
hereunder, notwithstanding any resignation or termination of such Master
Servicer 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 Serviced Loans and the
Loan A Total Loan that are not Specially Serviced Loans (but only when and 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 Serviced Loan
(other than Specially Serviced Loans) but only when and to the extent that (A)
all amounts then due and payable with respect to such Serviced Loan (including
outstanding interest on all Advances accrued with respect to such Serviced Loan)
have been paid, (B) the Trust Fund has been reimbursed with respect to any
Advances made with respect to such Serviced Loan or Serviced Companion Loan,
together with interest thereon if such interest was paid to the applicable
Master Servicer, from a source of funds other than Penalty Charges collected on
such Serviced Loan, and (C) the Trust Fund has been reimbursed for any
Additional Trust Fund Expenses incurred since the Closing Date with respect to
such Serviced Loan and previously paid from a source other than Penalty Charges
on such Serviced 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 any
Serviced Loan or the Loan A Total Loan for modifications, extensions, earnouts
and other actions for which the applicable Master Servicer is responsible
pursuant to Section 3.20 (but only when and to the extent that all amounts then
due and payable after giving effect to any modification with respect to the
related Serviced Loan or the Loan A Total Loan, as applicable, have been paid),
(v) reasonable and customary consent fees and fees in connection with
defeasance, if any, of any such Serviced Loan or the Loan A Total Loan and (vi)
other customary charges, in each case only to the extent actually paid by the
related Borrower, shall be retained by the applicable Master Servicer and shall
not be required to be deposited in the Collection Account, any Junior


                                     -167-
<PAGE>

Loan Custodial Account or any Companion Loan Custodial Account, as applicable,
maintained by such 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 applicable 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 applicable 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 applicable Master Servicer and the applicable Special Servicer based
on the respective portions of such Penalty Charge to which they would otherwise
have been entitled. With respect to Serviced 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), 3.20(c) 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
applicable 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 applicable Master Servicer and the applicable Special Servicer.
Compensation payable with respect to servicing activities set forth under
Section 3.20(b) shall be paid entirely to the applicable Master Servicer.

            Each 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, any Junior Loan Custodial
Account or Companion Loan Custodial Account maintained by such 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 such Master Servicer that is not required by applicable
law or the related Loan Documents to be paid to the Borrower; and (iii)
collections representing Prepayment Interest Excess for any Distribution Date on
the Loans for which such Master Servicer is the applicable Master Servicer
(except to the extent necessary to offset Prepayment Interest Shortfalls on such
Loans for such Distribution Date).

            The applicable Master Servicer shall not be entitled to any Master
Servicing Fees or any other compensation from the Trust Fund hereunder with
respect to any CBA B Loan.

            The applicable Master Servicer shall be entitled to the
above-described Additional Servicing Compensation (without sharing such
Additional Servicing Compensation with the applicable Special Servicer or any
other Person) with respect to the Loan A Junior Loans and Loan A Companion Loans
(as though such loans were Serviced Loans) to the extent not expressly
prohibited under the related Intercreditor Agreements; provided that, in no such
case, shall the payment of any such compensation with respect to a Loan A Junior
Loan reduce amounts otherwise payable to the Certificateholders or any Loan A
Companion Loan Holder; and provided, further, that Penalty Charges with respect
to the Loan A Companion Loans and Loan A Junior Loans shall not be payable as
additional compensation to the applicable Master Servicer with respect to Loan
A.

            Each initial Master Servicer in its individual capacity (and its
successors and assigns) shall also be entitled to receive all Primary Servicing
Fees on any Loan, Loan A Companion Loan and Loan A Junior Loan (including any
Specially Serviced Loan, Additional


                                     -168-
<PAGE>

Collateral Loan and Defeasance Loan) for which it is the applicable Master
Servicer and that is not serviced by a Primary Servicer, and on any successor
REO Loan with respect to the foregoing, 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, Companion Loan, Junior Loan or REO Loan is computed. The right of
each such initial Master Servicer (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 such initial
Master Servicer in its capacity as a 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 such initial Master Servicer as Primary Servicer under
this Agreement. Each initial Master Servicer in its individual capacity (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 which
is not an initial Master Servicer shall be entitled to all Primary Servicing
Fees on all Loans primary serviced by it under the applicable Primary Servicing
Agreement, whether or not any of such Loans shall become Specially Serviced
Loans.

            Except as specifically provided herein, each 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 any Collection Account, any
Junior Loan Custodial Account or any Companion Loan Custodial Account maintained
by such Master Servicer, and such Master Servicer shall not be entitled to
reimbursement therefor except as expressly provided in this Agreement.

            In the event that any initial Master Servicer is terminated or
resigns as Master Servicer, such initial Master Servicer in its individual
capacity (and its successors and assigns) will be entitled to retain the related
Excess Servicing Strip, if any, and the related Assignable Primary Servicing
Fee, if any, except to the extent that any portion of such Excess Servicing
Strip or such 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 such initial Master Servicer as a Master Servicer or
Primary Servicer, as applicable, under this Agreement.

            (b) As compensation for its activities hereunder, each Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Loan and REO Loan (other than Loan B and Loan C or any
successor REO Loan thereto) for which it is the applicable Special Servicer. As
to each such Specially Serviced Loan and REO Loan (other than Loan B and Loan C
or any successor REO Loan thereto), 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


                                     -169-
<PAGE>

Serviced Loan or REO Loan (other than Loan B and Loan C or any successor REO
Loan thereto) 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), or as otherwise provided in Section
3.05(a). The right of a Special Servicer to receive the related Special
Servicing Fee may not be transferred in whole or in part except in connection
with the transfer of all of the applicable 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 (other than Loan
B and Loan C), (ii) one-half of all assumption fees on any Loans other than
Specially Serviced Loans (and other than Loan B and Loan C) and (iii) all
commercially reasonable extension fees and all fees received on or with respect
to loan modifications for which the applicable Special Servicer is responsible
pursuant to Section 3.20(a), but only to the extent actually collected from the
related Borrower and only when and to the extent that all amounts then due and
payable after giving effect to any modification with respect to the related
Serviced Loan or Serviced Loan Combination (including those payable to the
applicable Master Servicer pursuant to Section 3.11(a)) have been paid, shall be
promptly paid to the applicable Special Servicer by the applicable Master
Servicer and shall not be required to be deposited in any Collection Account,
any Junior Loan Custodial Account or any Companion Loan Custodial Account
pursuant to Section 3.04(a).

            The applicable Special Servicer shall also be entitled to servicing
compensation in the form of a Workout Fee with respect to each Corrected Loan
(other than Loan B if such Loan has become a Corrected Loan and other than Loan
C 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 (other
than Default 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 the subject
Serviced Loan, Serviced Companion Loan or Junior Loan again becomes a Specially
Serviced Loan; provided that a new Workout Fee will become payable if and when
the subject Serviced Loan, Serviced Companion Loan or Junior Loan again becomes
a Corrected Loan. If a Special Servicer is terminated (other than for cause or
by resignation), it shall retain the right to receive any and all Workout Fees
otherwise payable to it with respect to any Serviced Loan, Serviced Companion
Loan and/or Junior Loan

            (i) that became a Corrected Loan during the period that it acted as
      Special Servicer and that was a Corrected Loan at the time of such
      termination; or

            (ii) that becomes a Corrected Loan subsequent to the time of such
      termination if the Special Servicer resolved the circumstances and/or
      conditions (including by way of a modification of the subject mortgage
      loan) which caused the subject mortgage loan to become a Specially
      Serviced Loan but the subject mortgage loan had not, when the Special
      Servicer was terminated, become a Corrected Loan because the related
      Borrower had not then made three consecutive monthly debt service payments
      (but the related Borrower then makes those three monthly debt service
      payments, and the subject


                                     -170-
<PAGE>

      mortgage loan subsequently becomes a Corrected Loan as a result of the
      Borrower making those three monthly debt service payments);

in each case until the Workout Fee for any such loan ceases to be payable in
accordance with the terms hereof (and the successor Special Servicer shall not
be entitled to any portion of such Workout Fees).

            A Liquidation Fee will be payable to the applicable Special Servicer
with respect to each Specially Serviced Loan or REO Loan (other than Loan B and
Loan C or any successor REO Loan thereto) as to which the applicable 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 Loan B and Loan C or any successor REO Loan thereto), the
Liquidation Fee will be payable (subject to the provisos to the first paragraph
of Section 3.05(a)) 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 Loan B or any Loan B REO Property or involving Loan C or any Loan C
REO Property or in connection with any of the exceptions set forth in the
definition of "Liquidation Fee".

            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 applicable 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 (other than Default Interest) on such Corrected Loan; provided,
however, that in no event will the applicable Special Servicer receive both a
Liquidation Fee and a Workout Fee out of the same Liquidation Proceeds.

            The applicable Special Servicer will also be entitled to additional
fees in the form of Penalty Charges on each Specially Serviced Loan (other than,
if applicable, a Loan A Companion Loan or Loan A Junior Loan) (but only to the
extent actually collected from the related Borrower and when 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 Loan A, interest on Advances made by the holder (or any servicer)
of any related Companion Loan) have been paid. Each 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 a Collection
Account, a Junior Loan Custodial Account, a Companion Loan Custodial Account or
such Special Servicer's REO Account, and such Special Servicer shall not be
entitled to reimbursement therefor except as expressly provided in this
Agreement.


                                     -171-
<PAGE>

            (c) If Master Servicer No. 2 and Special Servicer No. 1 are
responsible for servicing and administering the Loan B Total Loan or any Loan B
REO Property under Article XII, then each of Master Servicer No. 2 and Special
Servicer No. 1 shall be entitled to such compensation as is provided for in
Section 12.06, which shall be in addition to that provided for in this Section
3.11.

            (d) If Master Servicer No. 1 and Special Servicer No. 1 are
responsible for servicing and administering the Loan C Total Loan or any Loan C
REO Property under Article XI, then each of Master Servicer No. 1 and Special
Servicer No. 1 shall be entitled to such compensation as is provided for in
Section 11.06, 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) Each Master Servicer shall deliver to the Trustee and the applicable 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 [______], the CMSA Loan Periodic
Update File with respect to its respective Loans (including, if applicable, Loan
B and Loan C) and Serviced Loan Combinations and any successor REO Loans with
respect thereto for the related Distribution Date, including the anticipated P&I
Advances and Servicing Advances for the related Distribution Date and any
accrued but unpaid interest on Advances. Such Master Servicer shall, subject to
Section 3.12(h), contemporaneously provide a copy of such report as it relates
to any Companion Loan or Junior Loan of a Serviced Loan Combination to the
related Companion Loan Holder and/or related Junior Loan Holder, as applicable
(provided that, in the case of a Loan A Companion Loan Holder, such delivery
shall be made on the Business Day following the related Due Date for the subject
Loan A Companion Loan in the subject calendar month). Each 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 applicable
Special Servicer's obligations under Section 3.21. For the purposes of the
production by a Master Servicer or Special Servicer of any report, such Master
Servicer or 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 Loan B Master Servicer, by the Loan B
Special Servicer, by the Loan C Master Servicer, by the Loan C Special Servicer,
by the related Mortgage Loan Seller, by the related Borrower or (x) in the case
of such a report produced by a Master Servicer, by the applicable Special
Servicer (if other than the applicable Master Servicer or an Affiliate thereof)
and (y) in the case of such a report produced by a Special Servicer, by the
applicable Master Servicer (if other than the applicable Special Servicer or an
Affiliate thereof).

            Notwithstanding the foregoing, because each 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 each Master Servicer in [_________] (insofar as it relates to CSFB
Loans) will be based solely upon information generated from actual collections
received by the applicable Master Servicer and from information the Depositor
delivers or causes to be delivered to the applicable Master Servicer (including
but not limited to information prepared by third-party servicers of the subject
Loans with respect to the period prior to the Closing Date).


                                     -172-
<PAGE>

            (b) For so long as a Master Servicer makes deposits into and
withdrawals from the Collection Account maintained by it, such Master Servicer
shall, upon request, forward to the Trustee a statement setting forth the status
of its Collection Account (and, shall deliver to each Junior Loan Holder and
Companion Loan Holder a statement setting forth the status of the related Junior
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 account of each
category of deposit specified in Section 3.04 and each category of withdrawal
specified in Section 3.05 for the related Due Period.

            (c) No later than 1:00 p.m. New York City time on each Master
Servicer Remittance Date beginning in [________], each Master Servicer shall
deliver or cause to be delivered to the Trustee the following reports for its
respective Loans (including, if applicable, Loan B and Loan C) and Serviced Loan
Combinations (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 Financial
File; and (ix) a CMSA Loan Level Reserve/LOC Report. Such reports shall be in
CMSA format (as in effect from time to time) and shall be in an electronic
format reasonably acceptable to both the Trustee and such Master Servicer. The
applicable 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 Junior Loan Holder and related Companion Loan Holder (provided that,
in the case of a Loan A Companion Loan Holder, such delivery shall be made on
the Business Day following the related Due Date for the subject Loan A Companion
Loan in the subject calendar month).

            For the purposes of the production by a Master Servicer or a Special
Servicer of any reports, documents or information required under this Section
3.12 or under any other provision of this Agreement, such Master Servicer or
Special Servicer, as the case may be, may (absent bad faith or manifest error)
conclusively rely on (without investigation, inquiry, independent verification
or any duty or obligation to recompute, verify or recalculate any of the amounts
and other information contained in) any reports, documents or information
provided to it by the Depositor, by the Trustee, by the Loan B Master Servicer,
by the Loan B Special Servicer, by the Loan C Master Servicer, by the Loan C
Special Servicer, by the related Mortgage Loan Seller, by the related Borrower
or (x) in the case of any such reports, documents or information produced by a
Master Servicer, by the applicable Special Servicer (if other than the
applicable Master Servicer or an Affiliate thereof) and (y) in the case of any
such reports, documents and information produced by a Special Servicer, by the
applicable Master Servicer (if other than the applicable Special Servicer or an
Affiliate thereof). The Trustee shall be entitled to conclusively rely on and
shall not be responsible for the accuracy of any information provided to it by
the applicable Master Servicer or the applicable Special Servicer pursuant to
this Agreement, but shall (in the absence of bad faith) be entitled to
conclusively rely on such information without any investigation, independent
verification or inquiry or any duty or obligation to recompute, verify or
recalculate any of the amounts and other information stated therein.


                                     -173-
<PAGE>

            The reporting obligations of each Master Servicer in connection with
a Serviced Loan Combination shall be construed to require such Master Servicer
to only provide information regarding such Serviced Loan Combination, but
whenever such Master Servicer remits funds to the related Junior Loan Holder(s)
or the related Companion Loan Holder(s), it shall thereupon deliver to such
holder a remittance report identifying the amounts in such remittance. The
applicable Master Servicer shall contemporaneously with any related delivery to
the Trustee or the applicable Special Servicer, as applicable, provide any such
reports which contain information related to the Mortgaged Property securing any
Serviced Loan Combination, or financial information regarding any related
Borrower to the related Companion Loan Holder(s) and/or the related Junior Loan
Holder(s), as applicable, unless an earlier delivery is expressly required
hereunder.

            Within [30] days following the Closing Date, each Master Servicer
shall deliver to the Trustee the CMSA Loan Setup File for the Loans for which
such Master Servicer is the applicable Master Servicer; provided that the
Depositor shall, within [20] days following the Closing Date deliver to such
Master Servicer the information to be included therein with respect to CSFB
Loans.

            The applicable Special Servicer shall from time to time (and, in any
event, upon request) provide the applicable Master Servicer with such
information in its possession regarding the Specially Serviced Loans and
Administered REO Properties as may be necessary for such Master Servicer to
prepare each report and any supplemental information to be provided by such
Master Servicer to the Trustee or any other Person pursuant to this Agreement.
Without limiting the generality of the foregoing, by 4:00 p.m. New York City
time on the fourth Business Day prior to the applicable Master Servicer
Remittance Date, beginning in [_________], the applicable Special Servicer shall
prepare and deliver or cause to be delivered to each Master Servicer the CMSA
Special Servicer Loan File that contains the information called for in, or that
will enable such Master Servicer to provide, the CMSA files and reports required
to be delivered by such Master Servicer to the Trustee, in each case with
respect to any applicable Specially Serviced Loans and REO Properties.

            (d) Each 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
Junior Loan, as applicable, of a Serviced Loan Combination, to the related
Companion Loan Holder and/or the related Junior 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 for the Loans
(including, if applicable, Loan B and Loan C) and Serviced Companion Loans for
which such Master Servicer is the applicable Master Servicer and any related REO
Properties and have been received by such Master Servicer:

            (i) At least annually by May 31, commencing May 31, 20[__], or as
      soon thereafter as reasonably practicable based upon when, and the format
      in which, such Master Servicer receives the subject information, with
      respect to each Loan for which such Master Servicer is the applicable
      Master Servicer and each related REO Loan (to the extent prepared by and
      timely received from the applicable Special Servicer in the case of any
      Specially Serviced Loan or REO Loan), a CMSA Operating Statement Analysis


                                     -174-
<PAGE>

      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 (for
      properties other than residential cooperative properties) (but only to the
      extent the related Borrower delivers such information to the applicable
      Master Servicer (or, in the case of Loan B, only to the extent the Loan B
      Master Servicer or Loan B Special Servicer has delivered such information
      pursuant to the Loan B Servicing Agreement, or, in the case of Loan C,
      only to the extent the Loan C Master Servicer or Loan C Special Servicer
      has delivered such information pursuant to the Loan C Servicing Agreement)
      and, with respect to operating statements and rent rolls for Specially
      Serviced Loans and REO Properties, to the extent timely delivered by the
      applicable Special Servicer to the applicable Master Servicer), for the
      related Mortgaged Property or REO Property as of the end of the preceding
      fiscal year.

            (ii) Such Master Servicer shall use its reasonable efforts (but
      shall not be required to institute litigation) to obtain quarterly and
      annual (or, in the case of Co-op Loans, annual only) operating statements
      and rent rolls (for properties other than residential cooperative
      properties) with respect to each of such Loans for which it is the
      applicable Master Servicer, other than Specially Serviced Loans or REO
      Loans and other than Loan B and Loan C or any successor REO Loan thereto,
      which efforts shall include sending a letter to the related Borrower each
      quarter (followed up with telephone calls) requesting such quarterly
      and/or annual operating statements and rent rolls by no later than [60]
      days after the subject calendar quarter, or [90] days after the subject
      calendar year, to the extent such action is consistent with applicable
      law, the terms of such Loans and the Servicing Standard. Subject to the
      provisions of Section 3.12(h) below, the applicable Master Servicer shall
      (to the extent not otherwise delivered pursuant to clause (i) above)
      deliver copies of all of the foregoing items so collected to the
      applicable Special Servicer, the Directing Certificateholder and any
      Requesting Subordinate 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.

            (iii) Such Master Servicer shall maintain a CMSA Operating Statement
      Analysis Report for each Mortgaged Property securing each Loan for which
      it is the applicable Master Servicer (other than any such Mortgaged
      Property which is an REO Property or constitutes security for a Specially
      Serviced Loan) that shall be updated by the applicable Master Servicer and
      delivered to the Trustee, any related Serviced Companion Loan Holder and
      any related Junior Loan Holder within [30] days after receipt by the
      applicable Master Servicer of updated operating statements for such
      Mortgaged Property beginning in [______], provided that the applicable
      Master Servicer shall not be required to update the CMSA Operating
      Statement Analysis Reports more often than quarterly (or annually with
      respect to Co-op Loans) or such other longer period as operating
      statements are required to be delivered to the lender by the Borrower
      pursuant to the Loan Documents.


                                     -175-
<PAGE>

            The applicable Master Servicer shall promptly forward to the parties
described above (and may satisfy its obligations described above by so
forwarding) any comparable reports that are received by such Master Servicer
from the Loan B Master Servicer with respect to Loan B or any Loan B REO Loan or
the Loan C Master Servicer with respect to Loan C or any Loan C REO Loan, as
applicable.

            The applicable Special Servicer will be required pursuant to Section
3.12(f) to deliver in a reasonable electronic format to the applicable Master
Servicer the information required pursuant to this Section 3.12(d) with respect
to Specially Serviced Loans and REO Loans for which such Special Servicer is the
applicable Special Servicer on or before April 30 of each year, commencing on
April 30, 20[__], and within [10] days after its receipt of any operating
statement for any related Mortgaged Property or REO Property.

            (e) Each Special Servicer shall report to the applicable Master
Servicer any events affecting, or which may affect, the most recent CMSA
Servicer Watch List for the Loans and Serviced Loan Combinations for which such
Special Servicer is the applicable Special Servicer promptly upon such Special
Servicer having knowledge of such event. In addition, in connection with their
servicing of the respective Serviced Loans, the applicable Master Servicer and
the applicable 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 Junior Loan of such Serviced Loan Combination is listed on the CMSA Servicer
Watch List, the related Companion Loan Holder and/or related Junior Loan Holder,
as applicable) written notice of any event that comes to their knowledge with
respect to a Serviced Companion Loan, Junior Loan or REO Property that the
applicable Master Servicer or the applicable 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) Each Special Servicer shall deliver or cause to be delivered to
the applicable Master Servicer and, upon the request of the Trustee, the
Depositor, the holders of any Serviced Companion Loan and any Junior 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 for the Loans and Serviced Loan Combinations for which such Special
Servicer is the applicable Special Servicer and have been received by such
Special Servicer:

            (i) Annually, on or before April 30 of each year, commencing April
      30, 20[__], or as soon thereafter as reasonably practicable based upon
      when, and the format in which, such Master Servicer receives the subject
      information, with respect to each Specially Serviced Loan and REO Loan for
      which such Special Servicer is the applicable Special Servicer (other
      than, if applicable, Loan B and Loan C or any successor REO Loan thereto),
      a CMSA Operating Statement Analysis Report and CMSA NOI Adjustment
      Worksheet, both in written form and in electronic format reasonably
      acceptable to the applicable Master Servicer, such 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 that such
      Special Servicer has received such information from the applicable Master
      Servicer at the time of the servicing transfer pursuant to


                                     -176-
<PAGE>

      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
      properties other than residential cooperative properties) for the related
      Mortgaged Property or REO Property as of the end of the preceding calendar
      year.

            (ii) Such Special Servicer shall use its reasonable efforts (but
      shall not be required to institute litigation) to obtain quarterly and
      annual (or, in the case of Co-op Loans, annual only) operating statements
      and rent rolls (for properties other than residential cooperative
      properties) with respect to each Mortgaged Property constituting security
      for a Specially Serviced Loan and each REO Property for which it is the
      applicable Special Servicer (other than, if applicable, with respect to
      Loan B and Loan C, if either such Loan shall become specially serviced,
      and other than any Loan B REO Property and any Loan C 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 quarterly and/or annual operating statements and rent
      rolls by no later than [60] days after the subject calendar quarter, or
      [90] days after the subject calendar year. Such Special Servicer shall (to
      the extent not otherwise delivered pursuant to clause (i) above) deliver
      copies of all of the foregoing items so collected to the applicable Master
      Servicer, the holders of any related Serviced Companion Loan(s) and/or any
      Junior Loan(s), the Directing Certificateholder and any Requesting
      Subordinate 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.

            (iii) Such Special Servicer shall maintain a CMSA Operating
      Statement Analysis Report, both in written form and in electronic format
      reasonably acceptable to the applicable Master Servicer, such Special
      Servicer and the Trustee, for each Mortgaged Property which constitutes
      security for a Specially Serviced Loan or is a REO Property for which it
      is the applicable Special Servicer (other than, if applicable, with
      respect to Loan B if it shall become a Specially Serviced Loan and any
      Loan B REO Property and other than, if applicable, Loan C if it shall
      become a Specially Serviced Loan and any Loan C REO Property) that shall
      be updated by such Special Servicer and delivered to the applicable Master
      Servicer, the Trustee and the holders of any related Serviced Companion
      Loan and/or Junior Loan within [10] days after receipt by the applicable
      Special Servicer of updated operating statements for each such Mortgaged
      Property, provided that the applicable Special Servicer shall not be
      required to update any CMSA Operating Statement Analysis Report more often
      than quarterly or, in the case of Co-op Loans, annually.

            (g) Each Master Servicer and each Special Servicer hereby agrees to
deliver to each Rating Agency any information such Rating Agency may reasonably
request with respect to the Loans and Serviced Loan Combinations for which such
Master Servicer or such Special


                                     -177-
<PAGE>

Servicer is the applicable Master Servicer or the applicable Special Servicer,
as the case may be. 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 applicable Master Servicer or the applicable Special Servicer
pursuant to this Agreement.

            (h) If a Master Servicer or a Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement (including Section 3.15 and Section 3.26(h)), then, notwithstanding
anything to the contrary herein, such Master Servicer or such 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 applicable Master
Servicer's 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).

            Section 3.13 Annual Statement as to Compliance. The Master Servicers
and the Special Servicers 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
Serviced Companion Loan Holder and any Junior Loan Holder (at such Junior Loan
Holder's expense) on or before May 1 of each year, beginning May 1, 20[__], an
officer's certificate of such Master Servicer or Special Servicer stating that,
among other things, to the best of such officer's knowledge, such Master
Servicer or Special Servicer has fulfilled its obligations under this 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 each
Master Servicer and Special Servicer shall be required to deliver its Annual
Performance Certification by March 20 in 20[__] 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
a Master Servicer and a 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 with May 1, 20[__], each of the Master Servicers
and the Special Servicers (the "reporting person"), 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 Serviced Companion Loan Holder and any Junior Loan Holder (at such
Junior Loan Holder's 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


                                     -178-
<PAGE>

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 each Master Servicer and Special
Servicer shall be required to cause the delivery of its Annual Accountants'
Report by March 20 in 20[__] 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 calendar 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 Master Servicer and
each 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, to the Trustee, to the Depositor, to each Rating Agency, to each
Companion Loan Holder and Junior Loan Holder, to the other Master Servicers and
Special Servicers, 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, to any documentation regarding
the Loans and the Trust Fund within its control (but with respect to a Companion
Loan Holder or Junior Loan Holder, relating to the corresponding Loan
Combination only) which may be required by this Agreement or by applicable law.

            Such access shall be afforded without charge (except that each
Master Servicer and 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 applicable Master Servicer or the applicable Special Servicer, as the
case may be, designated by it.

            Nothing in this Section 3.15 shall detract from the obligation of
each Master Servicer and Special Servicer to observe any applicable law or
agreement prohibiting disclosure of information with respect to the Borrowers,
and the failure of a Master Servicer or 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 any Master Servicer or Special Servicer to confirm, represent or
warrant the accuracy of any other Person's information or report, included in
any communication from such Master Servicer or Special Servicer or from any
other Person. No Master Servicer or Special Servicer may be held liable for the
dissemination of information in accordance with this Agreement. None of the


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Master Servicers and Special Servicers shall have any liability to the
Depositor, the Trustee, any Certificateholder, any Certificate Owner, any
Companion Loan Holder or Junior Loan Holder, the Initial Purchaser, any
Underwriter, any Rating Agency or any other Person to whom such Master Servicer
or Special Servicer, as applicable, 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. Each Master Servicer and Special Servicer may
disclaim responsibility for any information distributed by the Trustee or any
other Master Servicer or Special Servicer for which such Master Servicer or
Special Servicer is not the original source. Each Master Servicer and Special
Servicer may deny any of the foregoing Persons access to confidential
information or any intellectual property which such Master Servicer or Special
Servicer is restricted by license or contract from disclosing. Notwithstanding
the foregoing, each Master Servicer and 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 any Loan B REO Property and any Loan C 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(s) and/or the related Junior Loan Holder(s), as
applicable, if such REO Property is related to any CBA A/B Loan Pair or the Loan
A Total Loan). The applicable Special Servicer, on behalf of the Trust Fund,
shall sell any such 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 applicable 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 applicable Master Servicer an
Opinion of Counsel (the cost of which shall be paid as a Servicing Advance),
addressed to the Trustee and the applicable Master Servicer, to the effect that
the holding by the Trust Fund of such REO Property after such period will not
result in the imposition of taxes on "prohibited transactions" of the Trust Fund
or any Trust REMIC as defined in Section 860F of the Code or cause any Trust
REMIC to fail to qualify as a REMIC for federal or applicable state tax purposes
at any time that any Uncertificated Lower-Tier Interests or Certificates are
outstanding. If the applicable Special Servicer is granted the REO Extension or
obtains the Opinion of Counsel contemplated by clause (ii) above, the applicable
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
applicable 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 applicable Special Servicer shall segregate and hold all
funds collected and received in connection with any Administered REO Property
separate and apart from its own funds and general assets. If an REO Acquisition
shall occur in respect of any Administered REO Property, the applicable Special
Servicer shall establish and maintain an REO Account, held on behalf of the
Trustee in trust for the benefit of the Certificateholders (and for the benefit
of the related Companion Loan Holder(s) and/or the related Junior Loan
Holder(s), as applicable, if such REO Property is related to any CBA A/B Loan
Pair or Loan A),


                                     -180-
<PAGE>

for the retention of revenues and other proceeds derived from each Administered
REO Property for which such Special Servicer is the applicable Special Servicer.
Each REO Account shall be an Eligible Account. The applicable Special Servicer
shall deposit, or cause to be deposited, in its 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 an REO
Account may be invested only in Permitted Investments in accordance with Section
3.06. Each Special Servicer shall give notice to the Trustee and the applicable
Master Servicer(s) of the location of its REO Account when first established and
of the new location of its REO Account prior to any change thereof.

            (c) The applicable Special Servicer shall withdraw from its 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 such REO Account relating to such REO Property. On each
Determination Date, the applicable Special Servicer shall withdraw from its REO
Account and remit to the applicable Master Servicer for deposit into its
Collection Account the aggregate of all amounts received in respect of each
Administered 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 applicable Special Servicer may retain in its 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 each
Administered REO Property. In addition, on each Determination Date, the
applicable Special Servicer shall provide the applicable Master Servicer with a
written accounting of amounts deposited in such Master Servicer's Collection
Account on such date.

            (d) Each 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, such Special Servicer's 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 any Loan B REO Property and any Loan C REO Property) is
acquired, the applicable 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(s) and/or the related
Junior Loan Holder(s), as applicable, if such REO Property is related to any CBA
A/B Loan Pair or Loan A Total Loan) 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 applicable 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(s) and/or the related Junior
Loan Holder(s), as applicable, if such REO Property is related to any CBA A/B
Loan Pair or the Loan A Total Loan) (as determined by the applicable Special
Servicer in its good faith and reasonable judgment) and, consistent therewith,
shall withdraw from the applicable Special Servicer's REO Account, to the extent
of amounts on deposit therein with respect to such REO Property, funds necessary
for the


                                     -181-
<PAGE>

proper operation, management, leasing, maintenance and disposition 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 related REO Account in
respect of any Administered 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 applicable 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 applicable
Special Servicer shall not:

            (i) permit the Trust Fund to enter into, renew or extend any New
      Lease with respect to any Administered 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 Administered 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 Administered REO Property
      on any date more than 90 days after its Acquisition Date;

unless, in any such case, the applicable Special Servicer has obtained an
Opinion of Counsel (the cost of which shall be paid by the applicable 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 applicable 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 applicable Special
Servicer shall be permitted to cause the Trust Fund to earn "net income from
foreclosure property", subject to the Servicing Standard.


                                     -182-
<PAGE>

            (c) The applicable Special Servicer shall contract with any
Independent Contractor for the operation and management of any Administered 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 and, in the case of an REO Property related to a
      Serviced Loan Combination, of the related Companion Loan Holder(s) and/or
      the related Junior Loan Holder(s)) 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 (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 applicable 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 applicable 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 applicable 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.

            A 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 such 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 applicable Special Servicer shall
send to the Trustee and the applicable Master Servicer a statement prepared by
the applicable 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) None of
the Master Servicers, the Special Servicers and/or the Trustee may sell or
purchase, or permit the sale or purchase of, a Loan or REO Property except 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.


                                     -183-
<PAGE>

            (b) If any Loan becomes a Defaulted Loan, then the applicable
Special Servicer shall promptly so notify in writing the Trustee, the applicable
Master Servicer and the Directing Certificateholder, and with respect to any
related Companion Loan or Junior Loan of a Serviced Loan Combination, any
related Companion Loan Holder(s) and/or any related Junior Loan Holder(s), 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 Person (including, without limitation, in
connection with an A Loan, any related Junior Loan Holder and/or Companion Loan
Holder), provided that the Directing Certificateholder, in connection therewith,
shall deliver to the Trustee and the applicable 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 Junior Loan and, in some cases, a related Companion Loan
or mezzanine loan to purchase such A Loan pursuant to the terms of a related
Intercreditor Agreement or by a mezzanine lender pursuant to the related
mezzanine loan 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 Junior Loan or a related Companion Loan pursuant to
the related Intercreditor Agreement or by a mezzanine lender pursuant to the
related mezzanine loan intercreditor agreement. The Purchase Price for any
Defaulted Loan purchased under this Section 3.18(b) shall be deposited into the
applicable Collection Account, and the Trustee, upon receipt of an Officer's
Certificate from the applicable 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 applicable 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, any Companion
Loan Holder's or Junior Loan Holder's) cure of all defaults on the Defaulted
Loan, (ii) the acquisition on behalf of the Trust, among others, 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) or any Defaulted Loan purchased by the applicable Special
Servicer under Section 3.18(c) 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 applicable 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 applicable 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,


                                     -184-
<PAGE>

determine the "Fair Value" thereof in accordance with the Servicing Standard. In
determining the Fair Value of any Defaulted Loan the applicable 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
applicable Special Servicer were to pursue workout or foreclosure strategies
instead of the purchase option being exercised. In addition, the applicable
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 applicable 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 applicable Special
Servicer must give prompt written notice of its Fair Value determination to the
Trustee, the applicable Master Servicer, the Directing Certificateholder and,
with respect to any Serviced Loan Combination, each related Companion Loan
Holder and/or Junior Loan Holder, as applicable.

            The applicable 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 applicable Special Servicer shall
confirm or revise the Fair Value determination, which Fair Value may be higher
or lower. In the event that the applicable Special Servicer or a Directing
Certificateholder or assignee thereof that is an affiliate of the applicable
Special Servicer proposes to purchase a Defaulted Loan, the applicable Master
Servicer or, if the applicable Master Servicer is then an Affiliate of the
applicable Special Servicer, Master Servicer No. 1 shall determine whether the
applicable Special Servicer's determination of Fair Value for a Defaulted Loan
constitutes a fair price in its reasonable judgment. The Master Servicer making
such determination in accordance with the preceding sentence shall be entitled
to receive from the applicable Special Servicer all information in the
applicable Special Servicer's possession relevant to making such determination
and shall be further entitled to a fee of $[__________] in connection with each
such Fair Value determination. All reasonable costs and expenses of the
applicable 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 applicable Special Servicer will
be required to pursue such other resolution strategies available hereunder,
including workout and foreclosure, consistent with the Servicing Standard, but
the applicable Special Servicer will not be permitted to sell such Defaulted
Loan other than pursuant to the exercise of such purchase option.

            In addition, in connection with the foregoing, (i) if Loan A is a
Defaulted Loan, the applicable Special Servicer shall provide to each Loan A
Companion Loan Holder such reports, documents and information as is reasonably
sufficient for such Loan A Companion Loan Holder or its servicing agent to
determine the fair value of the related Loan A Companion Loan;


                                     -185-
<PAGE>

(ii) if Loan C is a Defaulted Loan, the applicable Special Servicer shall
request from the Loan C Special Servicer its determination of the fair value of
Loan C under the provisions of the Loan C Servicing Agreement or such
information as is reasonably sufficient for such Special Servicer to determine
the Fair Value of Loan C; and (iii) if Loan B is a Defaulted Loan, the
applicable Special Servicer shall request from the Loan B Special Servicer its
determination of the fair value of Loan B under the provisions of the Loan B
Servicing Agreement or such information as is reasonably sufficient for such
Special Servicer to determine the Fair Value of Loan B.

            (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 applicable Special Servicer that such Loan
was not purchased by such Directing Certificateholder, and the applicable
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 applicable purchase price
contemplated under Section 3.18(b). The purchase price for any such Loan
purchased under Section 3.18 shall be deposited into the Collection Account
maintained by the applicable Master Servicer, and the Trustee, upon receipt of
an Officer's Certificate from the applicable Master Servicer to the effect that
such deposit has been made, shall release or cause to be released to the
applicable 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 applicable Special
Servicer (or the designated Affiliate thereof), as applicable, the ownership of
such Loan. Upon the expiration of the right of the applicable 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 Junior Loan Holder to purchase the
related A Loan in accordance with Section 3.32 or the related Intercreditor
Agreement.

            (d) The applicable Special Servicer shall use reasonable efforts to
solicit bids for each Administered 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 applicable Special Servicer shall accept the highest cash bid
received from any Person for such Administered REO Property in an amount at
least equal to the Purchase Price therefor; provided, however, that in the
absence of any such bid, the applicable Special Servicer shall accept the
highest cash bid received from any Person that is determined by the applicable
Special Servicer to be a fair price for such Administered REO Property. If the
applicable Special Servicer reasonably believes that it will be unable to
realize a fair price for any Administered REO Property within the time
constraints imposed by Section 3.16(a), then the applicable Special Servicer
shall dispose of such Administered REO Property upon such terms and conditions
as the applicable 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 applicable Special Servicer determines with respect to any
Administered 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(s) and/or the related Junior Loan Holder(s), as applicable, if such
Administered REO Property is related to any CBA A/B Loan Pair or Loan A


                                     -186-
<PAGE>

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 Administered REO
Property is approaching, the applicable Special Servicer shall seek an extension
of such period in the manner described in Section 3.16(a); provided, however,
that the applicable Special Servicer shall use its best efforts, consistent with
the Servicing Standard, to sell any Administered REO Property prior to three
years prior to the Rated Final Distribution Date.

            The applicable Special Servicer shall give the Trustee, the
applicable Master Servicer and, with respect to any Serviced Loan Combination,
each related Companion Loan Holder, if any, and/or Junior Loan Holder, if any,
not less than [three] Business Days' prior written notice of its intention to
sell any Administered REO Property. No Interested Person shall be obligated to
submit a bid to purchase any Administered 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 Administered REO
Property pursuant hereto.

            (e) Whether any cash bid constitutes a fair price for any
Administered REO Property for purposes of Section 3.18(d), shall be determined
by the applicable Special Servicer, if the highest bidder is a Person other than
the applicable Special Servicer or an Affiliate thereof, and by the applicable
Master Servicer or, if the applicable Master Servicer is then an Affiliate of
the applicable Special Servicer, Master Servicer No. 1, if the highest bidder is
the applicable Special Servicer or an Affiliate thereof. In determining whether
any bid received from the applicable Special Servicer or an Affiliate thereof
represents a fair price for any Administered REO Property, the applicable
Special Servicer and the applicable Master Servicer shall obtain and may
conclusively rely on the opinion of an Appraiser (the fees and costs of which
shall be covered by a Servicing Advance by the applicable Master Servicer)
retained by (i) the applicable Master Servicer, if the highest bidder is the
applicable Special Servicer or an Affiliate thereof or (ii) the applicable
Special Servicer, in any other case. In determining whether any bid constitutes
a fair price for any Administered 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 Administered REO Property, the state of the local
economy and the obligation to dispose of any Administered REO Property within
the time period specified in Section 3.16(a). The Purchase Price for any
Administered REO Property shall in all cases be deemed a fair price.

            Subject to subsections (a) through (d) above, the applicable Special
Servicer shall act on behalf of the Trustee and, in the case of any Serviced
Loan Combination, the related Companion Loan Holder(s) and/or Junior Loan
Holder(s), as applicable, in negotiating and taking any other action necessary
or appropriate in connection with the sale of any Administered REO Property, and
the collection of all amounts payable in connection therewith. Any sale of any
Administered REO Property shall be final and without recourse to the Trustee or
the Trust Fund, and if such sale is consummated in accordance with the terms of
this Agreement, neither the applicable Special Servicer nor the applicable
Master Servicer shall have any liability to any Certificateholder and, with
respect to any Serviced Loan Combination, to any Companion Loan Holder or Junior
Loan Holder, with respect to the purchase price therefor accepted by the
applicable Special Servicer or the applicable Master Servicer.


                                     -187-
<PAGE>

            Section 3.19 Additional Obligations of the applicable Master
Servicer and Special Servicer; Inspections; Appraisals. (a) The applicable
Master Servicer (or, with respect to each Specially Serviced Loan and
Administered REO Property and each Serviced Loan described in Section 3.19(b)
below, the applicable 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 Loan B Property and other than Loan C Property)
with respect to each Loan for which it is the applicable Master Servicer 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 Loan B Property and
other than Loan C 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 [_________] (or at such lesser frequency as each Rating
Agency shall have confirmed in writing to the applicable 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 applicable Master
Servicer or applicable Special Servicer, as applicable, shall send or make
available on its website each inspection report (i) to Moody's and S&P within
[20] days of completion, in the case of inspection reports for Significant
Loans, (ii) to the Directing Certificateholder and any Requesting Subordinate
Certificateholder (at the expense of such requesting Holder), (iii) to the
Trustee upon request and (iv) solely as it relates to any related Junior Loan or
Companion Loan of a Serviced Loan Combination, to the related Junior Loan Holder
and/or related Companion Loan Holder.

            (b) With respect to each Loan (other than Loan B and Loan C) that
allows the mortgagee to terminate, or cause the related Borrower to terminate,
the related Manager upon the occurrence of certain events specified in such
Loan, the applicable Master Servicer or 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 applicable Master Servicer or Special
Servicer may in its sole discretion, in accordance with the Servicing Standard,
waive such right with respect to such date. If the applicable Master Servicer or
Special Servicer is entitled to terminate the Manager, the applicable Master
Servicer or Special Servicer shall promptly give notice to the Directing
Certificateholder and, with respect to Significant Loans, to each Rating Agency
and, with respect to any Serviced Loan Combination, to the related Companion
Loan Holder(s) and/or Junior Loan Holder(s), as applicable; provided, however,
that such notice shall not be required in respect of the Co-op Loans. In
accordance with the Servicing Standard, and, with the consent of the Directing
Certificateholder (which consent shall be deemed granted if not denied within 10
Business Days) or, in the case of the Loan A Total Loan, the Loan A Controlling
Holder (such consent subject to the last paragraph of Section 3.21(e) or the
penultimate paragraph of Section 3.32(b), as applicable), the applicable Master
Servicer or Special Servicer shall cause the Borrower to terminate the Manager,
and to recommend a Successor Manager (meeting the requirements set forth below)
only if it 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; provided, however, no such consent of the Directing
Certificateholder shall be required in


                                     -188-
<PAGE>

connection with the termination of a Manager of a residential cooperative
property with a Stated Principal Balance less than $[__________].

            The applicable Master Servicer or Special Servicer shall effect such
termination only if the applicable 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 Management Agreement and the
related Borrower does not appoint a Successor Manager, the applicable Master
Servicer or 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. For the purposes of this
paragraph, a "Successor Manager" shall be a professional management corporation
or business entity reasonably acceptable to the applicable Master Servicer or
Special Servicer which (i) manages, and is experienced in managing, other
comparable commercial and/or multifamily properties, (ii) in the case of
Significant Loans, 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.

            (c) The applicable Special Servicer shall be required to obtain any
Appraisal (the cost of which shall be paid by the applicable 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 (which
Appraisal or internal valuation shall ascribe a value for any residential
cooperative property based on the value of such property as if operated as a
residential cooperative) 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) with respect to
any Serviced Loan, Serviced Companion Loan and Junior Loan for which such
Special Servicer is the applicable Special Servicer. Upon receipt, the
applicable 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 Serviced Loan Combination, each related Companion Loan
Holder, if any, and Junior Loan Holder, if any; 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 applicable
Special Servicer shall be responsible only for the expense of providing the
first such copy thereof and shall be entitled to reimbursement from the
Controlling Class 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 the subject Serviced Loan or
Serviced Loan Combination shall be conclusively established to be [25]% of the
Stated Principal Balance of such Serviced Loan or Serviced Loan Combination as
of the date of the related Appraisal Reduction Event; provided that the
obligation of the applicable 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


                                     -189-
<PAGE>

occurring on or after the delivery of such Appraisal or the completion of such
internal valuation, and on each Determination Date thereafter, the applicable
Special Servicer shall calculate and report (using the CMSA's appraisal
reduction template, if any) to the applicable Master Servicer and the Trustee
and, with respect to any Serviced Loan Combination, each related Companion Loan
Holder, if any, and Junior Loan Holder, if any, the Appraisal Reduction Amount
taking into account such Appraisal or internal valuation. The applicable Master
Servicer shall verify the accuracy of the mathematical computation of the
Appraisal Reduction Amount by the applicable Special Servicer and that the
amounts used therein are consistent with the applicable Master Servicer's
records. Subject to the immediately preceding sentence, the applicable Master
Servicer may conclusively rely on any report by the applicable Special Servicer
of an Appraisal Reduction Amount.

            (d) With respect to each Serviced Loan, Serviced Companion Loan or
Junior 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 or Servicing Transfer Event has occurred and is
continuing, the applicable 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 Serviced 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 applicable Master Servicer as
a Servicing Advance. Upon receipt, the applicable 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 Serviced Loan Combination, each related
Companion Loan Holder, if any, and Junior Loan Holder, if any; provided,
however, that as to each such Appraisal, if beneficial ownership of the
Controlling Class resides in more than one Certificate Owner, the applicable
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 the
subject Serviced Loan or Serviced Loan Combination for each Determination 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 the subject Serviced Loan or Serviced Loan
Combination. Notwithstanding the foregoing, the applicable Special Servicer will
not be required to obtain an Appraisal or perform an internal valuation, as the
case may be, with respect to a Serviced Loan or Serviced Loan Combination which
is the subject of an Appraisal Reduction Event if the applicable 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 applicable 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 applicable Special Servicer may use such prior Appraisal in calculating any
Appraisal Reduction Amount with respect to such Serviced Loan or Serviced Loan
Combination.


                                     -190-
<PAGE>

            With respect to any Serviced Loan, Serviced Companion Loan or Junior
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 or Servicing Transfer
Event has occurred and is continuing, the applicable 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 applicable Master Servicer as a Servicing
Advance. Based upon such Appraisal or internal valuation, the applicable Special
Servicer shall redetermine and report to the Trustee, the applicable Master
Servicer and, with respect to any Serviced Loan Combination, each related
Companion Loan Holder, if any, and/or Junior Loan Holder, if any, the amount of
the Appraisal Reduction with respect to the subject Serviced Loan or Serviced
Loan Combination and such redetermined Appraisal Reduction shall replace the
prior Appraisal Reduction with respect to the subject Serviced Loan or Serviced
Loan Combination.

            (e) Upon the determination that a previously made Advance in respect
of any Loan or Serviced Loan Combination is a Nonrecoverable Advance, to the
extent that the reimbursement thereof (together with interest accrued and
payable thereon) would exceed the full amount of the principal portion of
general collections deposited in the Collection Account maintained by the
applicable Master Servicer and (after giving effect to similar such
reimbursements and payments by the other Master Servicers from their respective
Collection Accounts) the principal portion of general collections deposited in
the Collection Accounts maintained by such other Master Servicers, the
applicable Master Servicer or the Trustee, in its sole discretion, as
applicable, instead of obtaining reimbursement for the remaining amount of such
Nonrecoverable Advance (together with interest accrued thereon) pursuant to
Section 3.05(a)(vii) or Section 3.05(b)(v) 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 applicable Master Servicer (or the
Trustee) makes such an election in its sole discretion 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 Due Period (subject, again, to
the same option, exercisable in its sole discretion, to defer; it being
acknowledged that, in such a Due 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
applicable Master Servicer (or the Trustee) to refrain from the reimbursement of
a particular Nonrecoverable Advance (together with interest accrued thereon) or
portion thereof during the Due Period for any Distribution Date, the applicable
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
(together with interest accrued thereon) or portion thereof) until the end of
such Due 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


                                     -191-
<PAGE>

once such an election, if any, has been made. Any election by the applicable
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
applicable 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 Due Periods or to
constitute a waiver or limitation on the right of the applicable Master Servicer
(or the Trustee) to otherwise be reimbursed for such Nonrecoverable Advance
(together with interest thereon). Any such election by the applicable 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
Due 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 applicable 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 Junior 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 applicable Master Servicer
and the applicable 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.

            (b) For any Serviced Loan or Serviced Loan Combination, other than a
Specially Serviced Loan, and subject to the rights of the applicable Special
Servicer, Directing Certificateholder and Loan A Controlling Holder set forth
below, the applicable Master Servicer shall be responsible, subject to the other
requirements of this Agreement (and, if applicable, any related Intercreditor
Agreement or mezzanine loan 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
or as set forth in Sections 3.20(e) and 3.20(g)) affect the amount or timing of
any of the payment terms of such Serviced Loan or Serviced Loan Combination,
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
that this Section 3.20(b) shall not apply to any waiver contemplated by Sections
3.07 or 3.08. To the extent consistent with the foregoing, the applicable Master
Servicer shall have the right to grant approvals or waivers or otherwise take
actions with respect to, as applicable, the following (the following items not
to be considered exclusive):

            (i) approving routine leasing activity with respect to: (1) leases
      for properties that are residential cooperative properties; and (2) leases
      for properties other than residential cooperative properties and for less
      than the lesser of (A) [30,000] square feet and (b) [20]% of the related
      Mortgaged Property;


                                     -192-
<PAGE>

            (ii) 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) except with respect to Co-op Loans,
      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);

            (iii) 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) except for waivers of "due-on-encumbrance"
      clauses for Co-op Loans as to which the [____] Subordinate Debt Conditions
      are satisfied;

            (iv) 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;

            (v) 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);

            (vi) 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; and

            (vii) consistent with Section 3.02(a), waive any Penalty Charges in
      connection with any delinquent payment on a Loan.

provided, however, that if in the reasonable judgment of the applicable 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
subsection (b), the applicable Special Servicer shall approve or otherwise be
responsible for, as the case may be, such request in accordance with subsection
(c) below.

            (c) With respect to any request by a Borrower (to the extent such
request is not included within the scope of Section 3.20(b)) for the consent of
the mortgagee under, or for any modification, waiver or amendment of any term of
any Serviced Loan or Serviced Loan Combination that is not a Specially Serviced
Loan, or if such consent, request, modification, waiver or amendment relates to
a Serviced 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 [__]x
(or, in respect of Co-op Loans, [__]x) and [__]% 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]


                                     -193-
<PAGE>

months, the applicable Master Servicer shall receive any such request from
Borrower, and shall forward its analysis and recommendation to the applicable
Special Servicer. The applicable Special Servicer shall approve any such
recommendation (which approval, except in the case of the Loan A Total Loan,
shall be deemed granted if not denied within [15] Business Days of its receipt
of the applicable Master Servicer's recommendation and any additional documents
and information that the applicable Special Servicer may reasonably request) and
promptly (in any event, within not more than [10] Business Days of its receipt
of the applicable Master Servicer's recommendation and any additional documents
and information that the applicable Special Servicer may reasonably request), if
required by Section 3.21(e) or Section 3.32(b), as applicable, forward such
analysis and recommendation to the Directing Certificateholder or, in the case
of the Loan A Total Loan, the Loan A Controlling Party, who (subject to the last
paragraph of Section 3.21(e) or the penultimate paragraph of Section 3.32(b), as
applicable) shall approve or reject such recommendation. The Directing
Certificateholder shall, if applicable, except in the case of the Loan A Total
Loan, be deemed to have approved such recommendation if not denied within five
Business Days of its receipt of the applicable Special Servicer's recommendation
and any additional documents and information that the Directing
Certificateholder may reasonably request. The applicable Master Servicer shall
then process the required documentation.

            The applicable Special Servicer shall be responsible for, and shall
(when required under Section 3.21(e) or Section 3.32, as applicable) obtain the
consent of the Directing Certificateholder or, in the case of the Loan A Total
Loan, the Loan A Controlling Holder (such consent to be subject to the last
paragraph of Section 3.21(e) or the penultimate paragraph of Section 3.32(b), as
applicable) with respect to, any Specially Serviced Loan.

            (d) All modifications, waivers or amendments of any Loan shall be
(i) in writing (except for waivers of Penalty Charges) and (ii) effected in
accordance with the Servicing Standard.

            (e) Neither the applicable Master Servicer nor the applicable
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 Serviced Loan, Serviced Companion Loan or Junior 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 Charges and/or other amounts payable as additional
      servicing compensation) payable thereunder;

            (ii) affect the obligation of the related Borrower to pay a Yield
      Maintenance Charge or Static Prepayment Premium or permit a Principal
      Prepayment during any period in which the related Note prohibits Principal
      Prepayments;

            (iii) except as expressly contemplated by the related Loan Documents
      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


                                     -194-
<PAGE>

      Appraiser delivered at the expense of the related Borrower and upon which
      the applicable Master Servicer and the applicable Special Servicer, as
      applicable, may conclusively rely) of the property to be released; or

            (iv) in the judgment of the applicable Master Servicer or applicable
      Special Servicer, as applicable, otherwise materially impair the security
      for such Serviced Loan, Serviced Companion Loan or Junior Loan, as the
      case may be, or reduce the likelihood of timely payment of amounts due
      thereon;

The applicable Special Servicer may agree to any such modification, waiver or
amendment only if: (i) in the applicable Special Servicer's 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 Junior Loan, the related Companion Loan Holder(s), if
any, and/or related Junior Loan Holder(s), if any, as applicable), taken as a
collective whole, on a net present value basis; and (ii) unless the Serviced
Loan, Serviced Companion Loan or Junior Loan is in default or default is
reasonably foreseeable, the applicable Special 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
such Serviced Loan, Serviced Companion Loan or Junior Loan within the meaning of
Treasury regulations section 1.860G-2(b).

            (f) None of the applicable Master Servicer, the applicable Special
Servicer or the Trustee shall agree to any amendment or supplement to or
modification or termination of either the Loan B Intercreditor Agreement or any
Loan B Servicing Agreement or of either the Loan C Intercreditor Agreement or
Loan C Servicing Agreement, unless (i) the applicable Master Servicer has
provided its written analysis and recommendation regarding the pending
amendment, supplement to or modification of the Loan B Intercreditor Agreement,
Loan B Servicing Agreement, Loan C Intercreditor Agreement or Loan C Servicing
Agreement to the applicable Special Servicer and the applicable 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 applicable
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 applicable 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.

            (g) Notwithstanding Section 3.20(e), but subject to Sections
3.20(h), 3.20(i), 3.21 and 3.32, the applicable Special Servicer may (i) reduce
the amounts owing under any Specially Serviced Loan by forgiving principal,
accrued interest and/or any Yield Maintenance Charge or Static Prepayment
Premium, (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) extend the maturity of any Specially
Serviced Loan, (v) waive


                                     -195-
<PAGE>

Excess Interest if such waiver conforms to the Servicing Standard, (vi) permit
the release or substitution of collateral for a Specially Serviced Loan and/or
(vii) 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 applicable Special Servicer, such default is reasonably
foreseeable.

            (h) Neither the applicable Master Servicer nor the applicable
Special Servicer shall consent to, make or permit (i) any modification with
respect to any Serviced Loan, Serviced Companion Loan or Junior 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, Serviced Companion Loan or Junior Loan, as the case
may be, unless both (A) the related Borrower is in default with respect to the
Loan, Serviced Companion Loan or Junior Loan, as the case may be, or, in the
judgment of the applicable Special Servicer, such default is reasonably
foreseeable and (B) in the sole good faith judgment of the applicable Special
Servicer and in accordance with the Servicing Standard, such modification would
increase the recovery on the subject Serviced Loan or Serviced Loan Combination,
as applicable, to Certificateholders (and, in the case of any Serviced Loan
Combination, the related Companion Loan Holder(s) and/or related Junior Loan
Holder(s), as applicable), taken as a collective whole, on a present value basis
(the relevant discounting of amounts that will be distributable to
Certificateholders, any related Companion Loan Holder(s) and/or any related
Junior Loan Holder(s) to be performed at the related Mortgage Rate) or (ii) any
modification, waiver or amendment of any term of any Serviced Loan, Serviced
Companion Loan or Junior Loan that would either (A) unless there shall exist a
default with respect to such Serviced Loan, Serviced Companion Loan or Junior
Loan (or unless the applicable 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 a related 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 applicable Special Servicer contemplated by
clause (i)(B) of the first paragraph of this Section 3.20(h) shall be evidenced
by an Officer's Certificate to such effect delivered to the Trustee and the
applicable Master Servicer and describing in reasonable detail the basis for the
applicable Special Servicer's determination and the considerations of the
applicable 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 (for properties other than
residential cooperative properties), occupancy status and property inspections,
and shall include an Appraisal of the related Mortgaged Property, the cost of
which Appraisal shall be advanced by the applicable Master Servicer as a
Servicing Advance).

            (i) In no event shall the applicable Special Servicer: (i) extend
the Maturity Date of a Serviced 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 Serviced 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 applicable Special Servicer by reference to available indices
for commercial mortgage


                                     -196-
<PAGE>

lending; (iii) if the subject Serviced Loan or Serviced Companion Loan is
secured by a ground lease, extend the Maturity Date of such Serviced Loan or
Serviced Companion Loan beyond a date which is 10 years prior to the expiration
of the term of such ground lease (after giving effect to all extension options
that have been exercised at that time or may thereafter be exercised by the
lender either pursuant to the applicable Loan Documents or if the lender shall
have succeeded to the rights of the Borrower under the ground lease through
foreclosure or otherwise); or (iv) defer interest due on any Serviced Loan or
Serviced Companion Loan in excess of [__]% of the Stated Principal Balance of
such Serviced Loan or Serviced Companion Loan; provided that with respect to
clause (iii) above, the applicable 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 (after giving effect to
all extension options that have been exercised at that time or may thereafter be
exercised by the lender either pursuant to the applicable Loan Documents or if
the lender shall have succeeded to the rights of the Borrower under the ground
lease through foreclosure or otherwise). In addition, no Special Servicer shall
consent to any Master Servicer taking any of the actions referred to in clauses
(i)-(iv) of the prior sentence.

            (j) Neither the applicable Master Servicer nor the applicable
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 applicable Master Servicer or applicable 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 applicable Master
Servicer or the applicable Special Servicer at the request of or with the
consent of the Directing Certificateholder, or if accepted by the applicable
Master Servicer, with the consent of the applicable Special Servicer (subject to
Section 3.20(c)) or (v) it is consistent with the Servicing Standard to do so.

            (k) The applicable Master Servicer and the applicable 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 subject Serviced 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 that
such fee does not constitute a "significant modification" of such Serviced Loan
or Serviced 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
applicable Special Servicer be entitled to payment for such fees or expenses
unless such payment is collected from the related Borrower.

            (l) The applicable Special Servicer shall, except with respect to
waivers of Penalty Charges, notify the applicable Master Servicer, any related
Sub-Servicers, the Trustee and, with respect to any Serviced Loan Combination,
the related Companion Loan Holder(s) and/or Junior Loan Holder(s), as
applicable, in writing, of any modification, waiver or amendment of any term of
any Serviced Loan, Serviced Companion Loan or Junior Loan (including fees
charged the Borrower) and the date thereof, and shall deliver to the Trustee
(with


                                     -197-
<PAGE>

a copy to the applicable Master Servicer) for deposit in the related Mortgage
File and, with respect to any Serviced Companion Loan or Junior Loan, to the
related Companion Loan Holder or Junior Loan Holder, as applicable, an original
counterpart of the agreement relating to such modification, waiver or amendment,
promptly (and in any event within [10] Business Days) following the execution
thereof. The applicable Master Servicer or applicable Special Servicer, as
applicable, shall notify the Rating Agencies of any modification, waiver or
amendment of any term of any Significant Loan or Serviced Companion Loan. Copies
of each agreement whereby any such modification, waiver or amendment of any term
of any Serviced Loan, Serviced Companion Loan or Junior Loan is effected shall
be made available for review upon prior request during normal business hours at
the offices of the applicable Master Servicer or applicable Special Servicer, as
applicable, pursuant to Section 3.26 hereof.

            (m) With respect to any Serviced Loan which permits the related
Borrower, with the consent or grant of a waiver by the mortgagee, to amend or
modify the related Borrower's organizational documents, the Special Servicer
may, in accordance with the Servicing Standard, consent to such action, or grant
a waiver with respect thereto, provided, however, with respect to any such
amendment or modification that the applicable Master Servicer or Special
Servicer shall deem material, the applicable Special Servicer may grant such
consent only if it (i) determines that such consent or grant of waiver is likely
to result in an equal or greater recovery on a present value basis (discounted
at the related Mortgage Rate) than the withholding of such consent or grant of
waiver, and (ii) with respect to Significant Loans, first obtains (A) 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 (B) the consent of
the Directing Certificateholder or, in the case of the Loan A Total Loan, the
Loan A Controlling Holder (subject to the last paragraph of Section 3.21(e) or
the penultimate paragraph of Section 3.32(b), as applicable).

            Notwithstanding the foregoing, with respect to any request by a
Borrower under any Serviced Loan which is not a Specially Serviced Loan that has
been established as a "bankruptcy-remote entity", for the applicable Master
Servicer's consent to (x) the amendment by such Borrower of its organizational
documents that would violate any covenant of such Borrower relating to its
status as a separate or bankruptcy-remote entity or (y) any other action that
would violate any covenant of such Borrower relating to its status as a separate
or bankruptcy-remote entity, the applicable Master Servicer shall receive such
request from the Borrower and shall forward its analysis and recommendation to
the applicable Special Servicer. The applicable Special Servicer shall approve
or deny any such recommendation in accordance with, and subject to the
conditions set forth in, the prior paragraph, such approval (except in the case
of Loan A) to be deemed granted if not denied within 10 Business Days of its
receipt of the applicable Master Servicer's recommendation and any additional
documents and information that the applicable Special Servicer may reasonably
request.

            (n) Any modification, waiver or amendment of any term of the Loan
Documents with respect to a Serviced Loan Combination (i) shall be performed
subject to the terms and conditions of, and (ii) shall not alter, and shall be
structured so as to preserve, the priority and preference among the applicable A
Loan, Companion Loan(s), if any, and Junior Loan(s), if any, set forth in, the
related Intercreditor Agreement(s).


                                     -198-
<PAGE>

            (o) If there are any conflicts between this Section 3.20 and a CBA
Intercreditor Agreement, then such CBA Intercreditor Agreement shall control.

            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 Serviced Loan,
Serviced Companion Loan or Junior Loan, the applicable Master Servicer shall
immediately give notice thereof to the applicable 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 Junior Loan or Companion Loan of a Serviced
Loan Combination, any related Junior Loan Holder and/or any related Companion
Loan Holder, as applicable), shall deliver copies of the related Mortgage File
and Servicing File to the applicable Special Servicer and shall use its
reasonable efforts to provide the applicable Special Servicer with all
information, documents and records (including records stored electronically on
computer tapes, magnetic discs and the like) relating to the subject Serviced
Loan, Serviced Companion Loan or Junior Loan, as applicable, that are in the
possession of the applicable Master Servicer or available to the applicable
Master Servicer without undue burden or expense, and reasonably requested by the
applicable Special Servicer to enable it to assume its functions hereunder with
respect thereto. The applicable 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 the subject Serviced
Loan, Serviced Companion Loan or Junior Loan, as applicable, until the
applicable 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 applicable Master
Servicer to the applicable 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 applicable Special
Servicer) and that no other Servicing Transfer Event is continuing with respect
thereto, the applicable Special Servicer shall immediately give notice thereof
and shall return the related Mortgage File and Servicing File to the applicable
Master Servicer and, upon giving such notice and returning such Mortgage File
and Servicing File to the applicable Master Servicer, the applicable Special
Servicer's obligation to service such Corrected Loan shall terminate and the
obligations of the applicable Master Servicer to service and administer such
Loan shall re-commence. With respect to any CBA A/B Loan Pair or the Loan A
Total Loan(s), if any, in determining whether such loan has become a Corrected
Loan, the related Junior Loan(s), if any, and the related Serviced Companion
Loan(s), if any, must also be determined to be Corrected Loans for the
applicable Special Servicer's obligation to terminate for such loans.

            (b) In servicing any Specially Serviced Loan, the applicable Special
Servicer shall 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 applicable Master Servicer and, with respect
to any Serviced Loan Combination, to each related Companion Loan Holder and/or
Junior Loan Holder, as applicable), and provide the applicable


                                     -199-
<PAGE>

Master Servicer and, with respect to any Loan Combination, to each related
Companion Loan Holder and/or Junior 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, each Special Servicer shall
deliver to the applicable Master Servicer a statement, both written and in
computer readable format reasonably acceptable to such Master Servicer and such
Special Servicer (upon which the applicable Master Servicer may conclusively
rely) describing, on a loan-by-loan and property-by-property basis, with respect
to the Specially Serviced Loans and REO Properties for which such Special
Servicer is the applicable Special Servicer, (1) the amount of all payments,
Insurance and Condemnation Proceeds and Liquidation Proceeds received with
respect to each such 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, (2) the amount, purpose and date of all Servicing Advances
made by the applicable Master Servicer with respect to each such Specially
Serviced Loan and REO Property during the related Due Period, (3) the CMSA
Special Servicer Loan File and (4) such additional information or data relating
to such Specially Serviced Loans and REO Properties as the applicable Master
Servicer reasonably requests to enable it to perform its responsibilities under
this Agreement which is in the applicable Special Servicer's possession or is
reasonably obtainable by the applicable Special Servicer.

            (d) Notwithstanding the provisions of the preceding clause (c), with
respect to each of the Specially Serviced Loans and REO Properties for which it
is the applicable Master Servicer, each Master Servicer shall maintain ongoing
payment records and shall provide the applicable Special Servicer with any
information in its possession required by the applicable Special Servicer to
perform its duties under this Agreement.

            (e) No later than [30] days after receipt by the applicable Special
Servicer of the information reasonably required by the applicable Special
Servicer after a Servicing Transfer Event for a Serviced Loan, Serviced
Companion Loan or Junior Loan (exclusive, however, of the Loan A Total Loan or
any Loan, Serviced Companion Loan or Junior Loan comprising the Loan A Total
Loan), the applicable Special Servicer shall deliver to each Rating Agency, the
applicable Master Servicer and the Directing Certificateholder a report (the
"Asset Status Report") with respect to such Serviced Loan, Serviced Companion
Loan or Junior Loan and the related Mortgaged Property. Any Asset Status Report
with respect to any CBA A/B Loan Pair will also be delivered to the related
Junior Loan Holder. 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 applicable 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 Serviced Loan or Serviced Loan Combination and
      whether outside legal counsel has been retained;


                                     -200-
<PAGE>

            (iii) the most current rent roll (for properties other than
      residential cooperative properties) 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 applicable Special Servicer as to how
      such Specially Serviced Loan might be returned to performing status,
      returned to the applicable 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 applicable 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 applicable Special Servicer
      deems relevant in light of the Servicing Standard.

            With respect to any Serviced Loan (other than Loan A) that becomes a
Specially Serviced Loan, if within [10] Business Days of receiving an Asset
Status Report, the Directing Certificateholder does not disapprove such Asset
Status Report in writing, the applicable Special Servicer shall implement the
recommended action as outlined in such Asset Status Report; provided, however,
that the applicable 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 applicable Special
Servicer shall revise such Asset Status Report and deliver to the Directing
Certificateholder, the Rating Agencies and the applicable Master Servicer a new
Asset Status Report as soon as practicable, but in no event later than 30 days
after such disapproval.

            The applicable 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 applicable 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 applicable Special Servicer shall deliver
such finalized Asset Status Report to the Directing Certificateholder, the
Rating Agencies, the applicable Master Servicer and any Requesting Subordinate
Certificateholder (at the expense of such requesting Holder). The applicable
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 applicable Special Servicer (i) may,
following the occurrence of an extraordinary event with


                                     -201-
<PAGE>

respect to the related Mortgaged Property, take any action set forth in such
Asset Status Report before the expiration of a [10] Business Day period if the
applicable Special Servicer has reasonably determined that failure to take such
action would materially and adversely affect the interests of the
Certificateholders and it has made a reasonable effort to contact the Directing
Certificateholder and (ii) in any case, shall determine whether any affirmative
disapproval by the Directing Certificateholder described in this paragraph is
not in the best interest of all the Certificateholders pursuant to the Servicing
Standard.

            The applicable Special Servicer shall have the authority to meet
with the Borrower for any Specially Serviced Loan and, subject to Section 3.32
and the next paragraph, take such actions consistent with the Servicing Standard
and any related Asset Status Report. Subject to Section 3.32 and the next
paragraph, the applicable 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.

            In addition to the foregoing, the applicable Special Servicer is
required to obtain the consent of the Directing Certificateholder (subject to
the last paragraph of Section 3.21(e) and any express provisions of this
Agreement deeming such consent to be given if there is no objection or response
within a specified time period) prior to the taking by the applicable 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 Loan A, Loan B and Loan C) 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 (ix) below) of a Loan (other than Loan A, Loan B and Loan C);
(iii) any acceptance of a discounted payoff with respect to a Specially Serviced
Loan in the Trust Fund (other than Loan A, Loan B and Loan C); (iv) any proposed
or actual sale of an Administered REO Property (other than any Loan A 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 Administered REO Property (other than any Loan A
REO Property) held by the Trust Fund into compliance with applicable
environmental laws or to otherwise address hazardous material located at such
REO Property; (vi) any release of material collateral for a Loan (other than
Loan A, Loan B and Loan C), 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 Loan A, Loan B and Loan C), other than in accordance with the specific
terms of that Loan; (viii) any releases of earn-out reserves or related letters
of credit with respect to a Mortgaged Property securing a Loan (other than Loan
B, Loan C and Loan A), other than in accordance with the specific terms of, or
upon satisfaction of, that Loan; and (ix) any waiver of a due-on-sale or
due-on-encumbrance clause in a Loan (other than Loan A, Loan B and Loan C and,
in the case of a Co-op Loan in Servicing Group 3, other than any waiver thereof
the effect of which is to permit the related Borrower to incur subordinate debt
if the [____] Subordinate Debt Conditions have been satisfied). If any of the
previous listed items is set forth as proposed action in any Asset Status
Report, the applicable Special Servicer is required to follow the approval
procedures set forth above in this paragraph.


                                     -202-
<PAGE>

            Notwithstanding anything to the contrary contained in this
Agreement, no direction of the Directing Certificateholder or failure to consent
to any action requiring its or their consent under this Agreement shall (i)
require or cause the applicable Special Servicer to violate the terms of a
Specially Serviced Loan, applicable law or any provision of this Agreement,
including the applicable Special 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 the imposition of a "prohibited transaction" or "prohibited
contribution" tax under the REMIC Provisions, or (iii) expose the applicable
Master Servicer, the applicable Special Servicer, the Depositor, any of the
Mortgage Loan Sellers, the Trust Fund, the Trustee, any other Companion Loan
Holder or Junior Loan Holder or their Affiliates, officers, directors, employees
or agents to any claim, suit or liability, or (iv) materially expand the scope
of the applicable Special Servicer's or the applicable Master Servicer's
responsibilities under this Agreement; and the applicable Special Servicer (1)
shall not follow any such direction if given by the Directing Certificateholder,
(2) shall not initiate any such actions having any of the effects in clauses
(i)-(iv) of this paragraph and (3) shall not refrain from taking any action if
the failure to take such action would violate the Servicing Standard.

            (f) Upon receiving notice of 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 Serviced Loan or Serviced Loan Combination
or the related Borrower, the applicable Master Servicer shall promptly give
notice thereof, and shall deliver a copy of the related Servicing File to the
applicable Special Servicer and shall use its reasonable efforts to provide the
applicable Special Servicer with all information in its possession relating to
such Serviced Loan or Serviced Loan Combination and reasonably requested by the
applicable Special Servicer to enable it to negotiate with the related Borrower
and prepare for any such proceedings. The applicable 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 applicable 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 subject Serviced Loan or Serviced
Loan Combination 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) Each 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 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
such 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 such Master Servicer may thereupon assume all
of the rights and, except to the extent they arose prior to the date of
assumption, obligations of such 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


                                     -203-
<PAGE>

Sub-Servicing Agreement, but that (except to the extent the Trustee or its
designee assumes the obligations of such Master Servicer thereunder as
contemplated by the immediately preceding clause (ii), and except with respect
to the obligations of any successor Master Servicer thereto under the Primary
Servicing Agreements) none of the Trust Fund, the Trustee, any successor or
other Master Servicer, any 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 Serviced Loan or the Trustee pursuant to this Agreement to
terminate such Sub-Servicing Agreement with respect to such purchased Serviced
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 such Master Servicer; (vi) does not permit the Sub-Servicer to
foreclose on the related Mortgaged Property or consent to the modification of
any Serviced Loan without the prior consent of such Master Servicer or the
applicable 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 such
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 a Master Servicer pursuant to this Agreement, the successor to
such Master Servicer (other than the Trustee or its designee) shall
automatically succeed to the rights and obligations of the prior Master
Servicer, under each related 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 a 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. Each 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, each Master Servicer
shall be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. Each Master Servicer shall notify the applicable Special
Servicer, the Trustee and the Depositor in writing promptly of the appointment
by it of any Sub-Servicer. Each Special Servicer shall notify the applicable
Master Servicer, the Trustee and the Depositor 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.

            (c) As part of its servicing activities hereunder, each Master
Servicer, for the benefit of the Trustee, the Certificateholders and, with
respect to any Serviced Loan Combination, each related Companion Loan Holder
and/or Junior Loan Holder, as applicable, shall (at no expense to the Trustee,
the Certificateholders, Companion Loan Holders, Junior Loan Holders or the Trust
Fund) monitor the performance and enforce the obligations of each Sub-


                                     -204-
<PAGE>

Servicer under the related Sub-Servicing Agreement entered into by such Master
Servicer. 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 such Master Servicer
would require were it the owner of the subject Serviced Loans and/or Serviced
Loan Combinations. Each 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 to a Master
Servicer and elects or is required to assume the rights and obligations of such
Master Servicer under any Sub-Servicing Agreement, such Master Servicer, at its
expense, shall deliver to the assuming party all documents and records relating
to such Sub-Servicing Agreement and the Serviced Loans and/or Serviced Loan
Combinations 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 Master Servicer shall remain obligated and liable to the Trustee, the
Certificateholders and, with respect to any Serviced Loan Combination, each
related Companion Loan Holder and/or Junior 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 Serviced Loans
and/or Serviced Loan Combinations for which it is responsible, and such Master
Servicer shall pay the fees of any Sub-Servicer thereunder from its own funds
or, with respect to the related 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 applicable 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
applicable 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
Servicers. (a) Each Master Servicer hereby represents and warrants to the
Trustee for its own benefit and the benefit of the Certificateholders, and to
the other Master Servicers, the Depositor, the Special Servicers, the Companion
Loan Holders and the Junior Loan Holders, as of the Closing Date, that:

            (i) Such Master Servicer is a [_______], duly organized, validly
      existing and in good standing under the laws of [_______] (in the case of
      Master Servicer No. 1) or [______] (in the case of Master Servicer No. 2),
      or a [_______] duly organized, validly existing and in good standing under
      the laws of [______] (in the case of Master Servicer No. 3), and such
      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


                                     -205-
<PAGE>

      under this Agreement, except where the failure to so qualify or comply
      would not have a material adverse effect on the ability of such Master
      Servicer to perform its obligations hereunder;

            (ii) The execution and delivery of this Agreement by such Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by such Master Servicer, will not (A) violate the Master
      Servicer's certificate of incorporation or charter and by-laws or other
      comparable organizational documents 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 material 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 such Master Servicer which, in the case of
      either (B) or (C) is likely to materially and adversely affect such 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 such Master Servicer, enforceable against such
      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) Such 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 such 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 such Master
      Servicer's knowledge, threatened against such Master Servicer which would
      prohibit such Master Servicer from entering into this Agreement or, in
      such Master Servicer's good faith and reasonable judgment, is likely to
      materially and adversely affect the ability of such 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 such Master Servicer, or compliance by such Master Servicer
      with, this Agreement or the consummation of such 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 such Master Servicer of its
      obligations under this Agreement, or which, if not obtained would not have
      a materially adverse effect on the ability of such Master Servicer to
      perform its obligations hereunder;


                                     -206-
<PAGE>

            (vii) Such 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) Such 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 such Master Servicer at a
      future date, will not be, materially inconsistent with the terms of this
      Agreement; and

            (ix) Each officer and employee of such Master Servicer that has
      responsibilities concerning the servicing and administration of Loans,
      Serviced Companion Loans and/or Junior 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 Servicers. (a) Each Special Servicer hereby represents and warrants to
the Trustee, for its own benefit and the benefit of the Certificateholders, and
to the other Special Servicer, the Depositor, the Master Servicers, the
Companion Loan Holders and the Junior Loan Holders, as of the Closing Date and
as to such Special Servicer, that:

            (i) Such Special Servicer is a [_______] duly organized, validly
      existing and in good standing under the laws of the State of [_____] (in
      the case of Special Servicer No. 1) or a [_______] duly organized, validly
      existing and in good standing under the laws of [________] (in the case of
      Special Servicer No. 2), and such 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 such Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by such Special Servicer, will not violate such Special
      Servicer's certificate of incorporation and by-laws or comparable
      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, or
      result in the violation of any law, rule, regulation, order, judgment or
      decree to which such Special Servicer or its property is subject;

            (iii) Such 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;


                                     -207-
<PAGE>

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of such Special Servicer, enforceable against such
      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) Such 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 such Special Servicer's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of such Special Servicer to perform its obligations under this
      Agreement or the financial condition of such Special Servicer;

            (vi) No litigation is pending or, to the best of such Special
      Servicer's knowledge, threatened against such Special Servicer which would
      prohibit such Special Servicer from entering into this Agreement or, in
      such Special Servicer's good faith and reasonable judgment, is likely to
      materially and adversely affect either the ability of such Special
      Servicer to perform its obligations under this Agreement or the financial
      condition of such Special Servicer;

            (vii) Each officer, director or employee of such Special Servicer
      that has or, following the occurrence of a Servicing Transfer Event, would
      have responsibilities concerning the servicing and administration of
      Loans, Serviced Companion Loans and/or Junior 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 such 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 such Special Servicer, or compliance by such 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 such Special Servicer of its obligations
      under this Agreement, or which, if not obtained would not have a
      materially adverse effect on the ability of such Special Servicer to
      perform its obligations hereunder;

            (ix) The Special Servicing Fee payable to such Special Servicer
      represents reasonable servicing compensation for its services hereunder;

            (x) Such 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


                                     -208-
<PAGE>

      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 such Special Servicer at a future date, will not, be
      materially inconsistent with the terms of this Agreement; and

            (xi) solely in the case of Special Servicer No. 1, such Special
      Servicer has a special servicer rating of not less than "[____]" from
      Fitch, Inc., such Special Servicer is on S&P's approved list of special
      servicers and such Special Servicer is acting as special servicer in a
      commercial mortgage loan securitization that was rated by Moody's within
      twelve months prior to the date hereof and Moody's has not (during such
      period) downgraded or withdrawn then current ratings on any class of the
      commercial mortgage securities issued pursuant to such securitization or
      placed any class of such securities on "watch" citing the continuation of
      such special servicer as special servicer as a factor in such downgrade or
      withdrawal or such placement.

            (b) The representations and warranties set forth in paragraph (a)
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 a 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 [___] (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) 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 and properly file with the Commission monthly,
      with respect to the Trust, a Current Report on Form 8-K with copies of the
      Statement to Certificateholders;


                                     -209-
<PAGE>

            (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 10.10 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
      each Master Servicer and 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 [____] (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


                                     -210-
<PAGE>

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 Loan B REO Property or Loan C 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


                                     -211-
<PAGE>

(i) receipt by the Trustee from the Depositor of written notice terminating such
power of attorney or (ii) the termination of the Trust. Each Master Servicer,
each 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 a Master Servicer, who relies on
the applicable 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 changes that are reasonably
necessary to allow the Certifying Person to establish reasonable reliance with
respect to the information provided by such Performing Party in connection with
any modifications to the Sarbanes Oxley Certification adopted by the Commission
(with respect to a Master Servicer and the Trustee) or in the form set forth on
Exhibit A to Exhibit L hereto with changes that are reasonably necessary to
allow the Certifying Person to establish reasonable reliance with respect to the
information provided by such Performing Party in connection with any
modifications to the Sarbanes Oxley Certification adopted by the Commission
(with respect to a Special Servicer), as applicable, on which the Certifying
Person, the applicable Master Servicer (with respect to the Performance
Certification executed by a 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 each 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 applicable
Master Servicer (if the terminated or resigning Performing Party is a 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 [_____]), 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


                                     -212-
<PAGE>

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
10.01.

            (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, (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


                                     -213-
<PAGE>

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 [___].

            (g) Each 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 for which it is the
applicable Master Servicer, the related Mortgaged Properties or the related
Borrowers, for review by the Depositor, the Rating Agencies and any other
Persons to whom such 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) Each of the Master Servicers and Special Servicers shall make
the following items available at its 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 such Master Servicer or Special Servicer, as applicable, by
a Certificateholder as a prospective transferee of a Certificate and any other
Persons to whom such Master Servicer or Special Servicer, as applicable,
believes such disclosure to be appropriate: (i) all financial statements,
occupancy information, rent rolls, maintenance schedules, if applicable, retail
sales information, average daily room rates and similar information received by
such Master Servicer or such Special Servicer, as applicable, from each
Borrower, (ii) the inspection reports prepared by or on behalf of such Master
Servicer or such 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 such Master
Servicer or such Special Servicer, as applicable, (iv) any and all officer's
certificates and other


                                     -214-
<PAGE>

evidence delivered to the Trustee and the Depositor to support such Master
Servicer's determination that any Advance was, or if made would be, a
Nonrecoverable Advance, (v) any and all information similar to the information
described in the preceding clauses (i) through (iv) relating to Loan B and
delivered to such Master Servicer or Special Servicer, as applicable, by the
Loan B Master Servicer, Loan B Special Servicer or any of the other parties to
Loan B Servicing Agreement and (vi) any and all information similar to the
information described in the preceding clauses (i) through (iv) relating to Loan
C and delivered to such Master Servicer or Special Servicer, as applicable, by
the Loan C Master Servicer, Loan C Special Servicer or any of the other parties
to Loan C Servicing Agreement. Copies of any and all of the foregoing items
shall be available from the applicable Master Servicer or the applicable Special
Servicer, as the case may be, or the Trustee, upon request. Copies of all such
information shall be delivered by the applicable Master Servicer or the
applicable Special Servicer, as the case may be, 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 applicable Master Servicer or the
applicable Special Servicer, as the case may be, 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 Holder of Controlling Class
Certificates for the expense of any additional copies so provided.

            (i) Notwithstanding the obligations of the Master Servicers set
forth in the preceding provisions of this Section 3.26, each 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 such Master Servicer has determined that such withholding is
appropriate.

            (j) Notwithstanding any provisions in this Agreement to the
contrary, but subject to the last sentence of this subsection, 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 Servicers, the Special Servicers 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 Servicers, the
Special Servicers and the Trustee and their respective Affiliates, shareholders,
partners, members, managers, 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 Servicers and the Master Servicers shall have any responsibility or
liability with respect to any Exchange Act Report filed by the Depositor, and
each of the Master Servicers, the Special Servicers and the Trustee and their
respective Affiliates, shareholders, partners, members, managers, 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. Notwithstanding the foregoing, however, this Section 3.26(j)
is subject to (and no Performing Party will be entitled to indemnification for
any payments made by it pursuant to) Section 3.26(f) and/or


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<PAGE>

Section 3.26(l), and each Performing Party shall be responsible for any
Performance Certification delivered by it.

            (k) Notwithstanding anything to the contrary herein, as a condition
to a Master Servicer or a Special Servicer making any report or information
under this Agreement available upon request to any Person other than the parties
hereto, such Master Servicer or such Special Servicer may (i) indicate the
source of such information and may affix thereto any disclaimer it deems
appropriate in its discretion and (ii) require that the recipient of such
information acknowledge that such Master Servicer or such 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 Servicers and the Special Servicers
shall condition such disclosure upon the recipient entering into a reasonable
and customary confidentiality agreement that is reasonably acceptable to such
servicer regarding such disclosure and that may provide indemnification to such
Master Servicer or Special Servicer. Without limiting the foregoing, in
connection with providing access to or copies of any information or reports in
accordance with this Agreement to Certificateholders, Certificate Owners,
prospective purchasers of Certificates or interests therein or investment
advisors of any of the foregoing, each Master Servicer may require a
confirmation executed by the requesting Person substantially in the form
contemplated by Section 8.12(c). In addition, any transmittal of information by
a 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 such 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 [______] 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.

            Each Master Servicer and each 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 such Master Servicer or such Special
Servicer is required to provide to the Trustee, any of the Rating Agencies, the
Depositor and anyone the Depositor reasonably designates.

            (l) If any Loan A Companion Loan is included in a securitization
trust and backs publicly offered securities, then each Performing Party agrees
that any Performance Certificate delivered by it hereunder that covers Loan A
shall also cover such Loan A


                                     -216-
<PAGE>

Companion Loan, may be delivered to, and (solely insofar as it relates to such
Loan A Companion Loan) may be relied upon by, any Person performing
substantially the same function with respect to such securitization trust as a
Certification Party hereunder.

            Section 3.27 Lock-Box Accounts and Servicing Accounts. (a) The
applicable 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 (other than Loan B and Loan C, if otherwise
applicable) that provides that a Lock-Box Account will be established upon the
occurrence of certain events specified in the related Loan Documents, the
applicable 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
applicable Master Servicer shall establish or cause to be established a Lock-Box
Account for each ARD Loan no later than its Anticipated Repayment Date (other
than Loan B and Loan C, if otherwise applicable).

            (c) With respect to each Loan requiring the establishment of a
Lock-Box Account, the applicable 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 applicable
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 Loan Documents, the
applicable 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 and the Loan REMICs. The Trustee shall
give notice to the Master Servicers, the Special Servicers 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
during February and on each Distribution Date during a January which occurs in a
year which is not a leap year, the Trustee shall withdraw from the Distribution
Account and deposit into the Interest Reserve Account in respect of each Loan
and REO 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 Original Net Mortgage Rate (or, in the case of a Specially Designated
Co-op Loan, at [__]% per


                                     -217-
<PAGE>

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 (prior to any
distributions on the Certificates on such date), the Trustee shall withdraw from
the Interest Reserve Account an amount equal to the Withheld Amounts from the
preceding January and February Distribution Dates, if any, and deposit such
amount (excluding any net investment income thereon) into the Distribution
Account. On each Distribution Date (prior to any distributions on the
Certificates on such date), the Trustee shall deposit any Net Investment Loss
into the Interest Reserve Account and, to the extent permitted by Section 3.06,
shall be permitted to withdraw any Net Investment Earnings from the Interest
Reserve Account.

            Section 3.29 Limitations on and Authorizations of the Master
Servicers and Special Servicers with Respect to Certain Loans. (a) Prior to
taking any action with respect to a Serviced Loan secured by any Mortgaged
Properties located in a "one-action" state, the applicable Special Servicer
shall consult with legal counsel, the fees and expenses of which shall be a
Servicing Advance.

            (b) [RESERVED]

            (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
applicable Master Servicer and the applicable 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 applicable Master Servicer and the applicable Special
Servicer to establish a Lock-Box Account pursuant to Section 3.28.

            (d) Neither the applicable Master Servicer nor the applicable
Special Servicer shall consent (to the extent it is entitled to withhold such
consent under the terms of the Loan) to a change of franchise affiliation with
respect to any hotel property that in whole or in part constitutes the Mortgaged
Property securing a Serviced Loan unless it obtains (in the case of a
Significant Loan) 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 (in all cases) the consent of the Directing
Certificateholder (such consent subject to the last paragraph of Section
3.21(e)). The applicable Master Servicer shall receive any such request from any
Borrower under a Loan that is not a Specially Serviced Loan, and shall forward
its analysis and recommendation to the applicable Special Servicer. The
applicable 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 applicable Master Servicer's recommendation and any additional
documents and information that the applicable Special Servicer may reasonably
request) and promptly (in any event, within not more than [10] Business Days of
its receipt of the applicable Master Servicer's recommendation and any
additional documents and information that the


                                     -218-
<PAGE>

applicable 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 five Business Days of its receipt of the
applicable Special Servicer's recommendation and any additional documents and
information that the Directing Certificateholder may reasonably request. The
applicable Master Servicer shall then process such documentation. Neither the
applicable Master Servicer nor the applicable Special Servicer shall be required
to obtain such written consent from Moody's if then-current principal balance of
such Serviced Loan is less than [__]% of then-current aggregate principal
balance of the Mortgage Pool.

            (e) The applicable Master Servicer (or, in the case of CSFB Loans
only, the Depositor) shall, as to each Serviced Loan which is secured by the
interest of the related Borrower under a ground lease, 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 related Master Servicer.

            (f) [RESERVED]

            (g) The applicable Master Servicer shall not grant any discretionary
consent to a transfer of any Junior 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
Junior Loan shall not be unreasonably withheld, conditioned or delayed) (such
consent subject to the last paragraph of Section 3.21(e)). The applicable Master
Servicer shall receive any such request for a discretionary consent from any
Junior Loan Holder, and shall forward its analysis and recommendation to the
applicable Special Servicer. The applicable 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 applicable Master Servicer's
recommendation and any additional documents and information that the applicable
Special Servicer may reasonably request) and promptly (in any event, within not
more than [10] Business Days of its receipt of the applicable Master Servicer's
recommendation and any additional documents and information that the applicable
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 five Business Days of its receipt of the applicable Special
Servicer's recommendation and any additional documents and information that the
Directing Certificateholder may reasonably request. The applicable Master
Servicer shall then process such documentation. Notwithstanding the foregoing,
the applicable Master Servicer shall not grant any discretionary consent to a
transfer of any Junior Loan pursuant to the related Intercreditor Agreement
unless it receives the rating agency confirmation required pursuant to such
Intercreditor Agreement.

            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 Junior Loan and any
Companion Loan) under the Code and


                                     -219-
<PAGE>

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, none of the Master Servicers, the Special
Servicers and the Trustee shall 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 each Trust REMIC.

            (c) The Holder of the largest Percentage Interest of the Class [__]
Certificates is hereby designated, and by the acceptance of its Class [__]
Certificate agrees to act, as Tax Matters Person for each Trust REMIC. Any
Holder of a Class [__] Certificate must at all times hold at least a [__]%
Percentage Interest therein. 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 [__] 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 trusts 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 [__] 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 [__] 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 each of the Master Servicers and Special Servicers shall assist the
Trustee, to the extent reasonably requested by the Trustee to do so). None of
the Master Servicers, the Special Servicers and the Trustee shall knowingly or
intentionally take any action, cause any Trust REMIC 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,


                                     -220-
<PAGE>

that, under the REMIC Provisions, if taken or not taken, as the case may be,
could, in such Person's reasonable judgment, (i) cause any Trust REMIC to fail
to qualify as a REMIC or (ii) result in the imposition of a tax under the REMIC
Provisions upon any Trust REMIC (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax
on contributions to a REMIC set forth in Section 860G(d) of the Code) (either
such event, an "Adverse REMIC Event") unless such party receives an Opinion of
Counsel (at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and such party determines that taking such
action is in the best interest of the Trust Fund and the Certificateholders, at
the expense of the Trust Fund, but in no event at the expense of such party) to
the effect that the contemplated action will not, with respect to any Trust
REMIC, cause such 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 such Trust REMIC is not material and in its sole discretion agrees to
indemnify (to the extent reasonably acceptable to the Trustee) the Trust Fund
against such tax, result in the imposition of such a tax; provided, however,
that the Opinion of Counsel rendered in connection with formation of the Loan
REMICs shall serve as the required Opinion of Counsel for the applicable Master
Servicer, the applicable Special Servicer and the Trustee to initiate a
qualified liquidation of any Loan REMIC in the event such action is undertaken
in accordance with Section 2.03(b). 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 any 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 the assets thereof, or causing the
Trust Fund to take any action, which is not expressly permitted under the terms
of this Agreement, each of the parties hereto will consult with the Trustee or
its designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to any Trust REMIC, and such party
shall not take any such action, or cause the Trust Fund to take any such action,
as to which the Trustee has advised it in writing that an Adverse REMIC Event
could occur. The Trustee may consult with counsel to make such written advice,
and the cost of same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement. At all times as may be required by the
Code, the Trustee will to the extent within its control and the scope of its
duties as specifically set forth herein, maintain substantially all of the
assets of the Trust Fund as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.

            (g) In the event that any tax is imposed on "prohibited
transactions" of any Trust REMIC as defined in Section 860F(a)(2) of the Code,
on "net income from foreclosure property" of any Trust REMIC as defined in
Section 860G(c) of the Code, or any other tax is imposed by the Code or any
applicable provisions of state or local tax laws, such tax shall be charged (i)
to the applicable Master Servicer, if such tax arises out of or results from a
breach, which breach constitutes negligence or willful misconduct of such Master
Servicer, by such Master Servicer of any of its obligations under this Agreement
and such breach is not caused by


                                     -221-
<PAGE>

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
the applicable Special Servicer, if such tax arises out of or results from a
breach by such 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 applicable Collection Account.

            (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 Servicers, the
Special Servicers and the Trustee shall accept any contributions of assets to
any Trust REMIC unless the Master Servicers, the Special Servicers 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 such Trust REMIC will not cause such Trust REMIC to fail to qualify as
a REMIC at any time that any Certificates are outstanding or subject any Trust
REMIC to any tax under the REMIC Provisions or other applicable provisions of
federal, state and local law or ordinances.

            (j) None of the Master Servicers, the Special Servicers and 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 Loan REMIC
Regular Interests, 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 each REMIC
created hereunder.

            (m) None of the Trustee, the Master Servicers and the Special
Servicers 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 or as contemplated by
Article II, Section 3.18 or Section 3.32 of this Agreement or pursuant to any
Intercreditor Agreement or mezzanine intercreditor agreement) nor acquire any
assets for any Trust REMIC, nor sell or dispose of any investments in any
account maintained by it hereunder for gain, nor accept any contributions to any
Trust REMIC after the Closing Date, unless it has received an Opinion of Counsel
(which


                                     -222-
<PAGE>

opinion shall be the expense of the party seeking to take such action) that such
sale or disposition will not affect adversely the status of any Trust REMIC as a
REMIC or cause any Trust REMIC to be subject to a tax on "prohibited
transactions" or "contributions" pursuant to the REMIC Provisions.

            (n) The Depositor shall provide or cause to be provided to the
Trustee, within 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, each of the Master Servicers, the Special Servicers
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 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) Each Master Servicer and any agent of such 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 a Master Servicer
or such agent, except with respect to Voting Rights, as set forth in the
definition of "Certificateholder".

            (b) Each Special Servicer and any agent of such 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 the Loan A Total Loan.
(a) Master Servicer No. 1 (or, if Loan A is a Specially Serviced Loan, then
Special Servicer No. 1) shall service and administer the Loan A Total Loan in a
manner consistent with the Loan A Intercreditor Agreements and, unless another
party is expressly responsible hereunder, shall (subject to the Servicing
Standard) satisfy all of the obligations required to be performed by the "Note A
Holder" or contemplated to be performed by a "Servicer" under Sections [___] and
[__] of the Loan A All Notes Intercreditor Agreement. If and for so long as
Section [__] of the Loan A All Notes Intercreditor Agreement is in effect,
Master Servicer No. 1 (or, if Loan A is a Specially Serviced Loan, then Special
Servicer No. 1) shall satisfy all of the obligations required to be performed by
the "Note A Holder" or contemplated to be performed by a "Servicer" under such
Section [__]. Master Servicer No. 1 hereby acknowledges and agrees to Section
[___] of Loan A Senior Notes Intercreditor Agreement.


                                     -223-
<PAGE>

            (b) Prior to taking any of Loan A Consultation Actions or Loan A
Specially Designated Servicing Actions, Master Servicer No. 1 (or, if Loan A is
a Specially Serviced Loan, then Special Servicer No. 1) shall provide notice of
its intent to take such particular action to the Directing Certificateholder and
Loan A Companion Loan Holders. In connection with the foregoing, such Master
Servicer or such Special Servicer, as the case may be, shall promptly provide to
the Directing Certificateholder and each Loan A Companion Loan Holder all
information in its possession with respect to any proposed Loan A Consultation
Action or Loan A Specially Designated Servicing Action, as the case may be,
including its reasons for determining to take or permit a proposed action, in
each case as such Directing Certificateholder or Loan A Companion Loan Holder
may reasonably request. For [10] Business Days following its receipt of any
notice delivered by Master Servicer No. 1 or Special Servicer No. 1 pursuant to
the prior sentence, and subject to Section [__] of the Loan A All Notes
Intercreditor Agreement, the Directing Certificateholder and each Loan A
Companion Loan Holder shall have the right, as and to the extent permitted under
the Loan A Intercreditor Agreements, to contact and consult with Master Servicer
No. 1 or Special Servicer No. 1, as applicable, regarding any Loan A
Consultation Actions and/or Loan A Specially Designated Servicing Actions;
provided that if such Master Servicer or Special Servicer, as the case may be,
determines that immediate action is necessary to protect the interests of the
Certificateholders and Loan A Companion Loan Holders (as a collective whole),
then such Master Servicer or Special Servicer, as the case may be, may take any
Loan A Consultation Action or Loan A Specially Designated Servicing Action
without waiting for a response to such notice; and provided that (i) unless and
until the holders of the Loan A Senior Loans (or any successor REO Loans with
respect thereto) become Loan A Controlling Holder, (ii) unless the proposed
action is a Loan A Specially Designated Servicing Action and (iii) unless such
Directing Certificateholder or such Loan A Companion Loan Holder, as the case
may be, or its designee is acting as, or as part of, the Loan A Senior Control
Group, Master Servicer No. 1 or Special Servicer No. 1 shall have no obligation
to follow any advice of, or take any direction from, such Directing
Certificateholder or such Loan A Companion Loan Holder, as the case may be, with
respect to any Loan A Consultation Action, any Loan A Specially Designated
Servicing Action or otherwise.

            Notwithstanding anything to the contrary contained herein (but
subject to the penultimate paragraph of this Section 3.32(b)), Master Servicer
No. 1 (or, if Loan A is a Specially Serviced Loan, then Special Servicer No. 1)
shall: (1) consult with the Loan A Controlling Holder at any time (whether or
not an "event of default" (as defined in the Loan A All Notes Intercreditor
Agreement) has occurred) with respect to proposals to take any significant
action with respect to the Loan A Total Loan or the related Mortgaged Property
and to consider alternative actions recommended by the Loan A Controlling Holder
in connection with (i) any adoption or implementation of a business plan
submitted by the related Borrower with respect to the related Mortgaged
Property, (ii) the execution or renewal of any lease (if a lender approval is
provided for in the applicable Loan Documents), (iii) the release of any escrow
held in conjunction with the Loan A Total Loan to the related Borrower not
expressly required by the related Loan Documents or under applicable law, (iv)
material alterations on the related Mortgaged Property, if approval by the
lender is required by the related Loan Documents, (v) material change in any
ancillary Loan Documents, or (vi) the waiver of any notice provisions related to
prepayment; and (2) prior to taking any of the Loan A Specially Designated
Servicing Actions, notify in writing the Loan A Controlling Holder of any
proposal to take any of such actions (and to provide the Loan A Controlling
Holder with such information reasonably


                                     -224-
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requested by the Loan A Controlling Holder as may be necessary in the reasonable
judgment of the Loan A Controlling Holder in order to make a judgment) and
receive the written approval of the Loan A Controlling Holder (which approval
may be withheld in its sole good faith discretion) with respect thereto;
provided that, if the Loan A Controlling Holder fails to notify Master Servicer
No. 1 or Special Servicer No. 1, as applicable, of its approval or disapproval
of any such proposed action within [10] Business Days after delivery to the Loan
A Controlling Holder by Master Servicer No. 1 or Special Servicer No. 1, as
applicable, of written notice of such a proposed action and such information as
reasonably requested by the Loan A Controlling Holder, such action by such
Master Servicer or such Special Servicer shall be deemed to have been approved
by the Loan A Controlling Holder. Notwithstanding the foregoing, any amounts
funded by Master Servicer No. 1 or the Trustee or any Loan A Companion Loan
Holder or Loan A Junior Loan Holder as a result of (i) the making of any
protective Advances or (ii) interest accruals or accretions and any compounding
thereof (including default interest) with respect to the related Notes shall not
at any time be deemed to contravene this subsection.

            With respect to any proposed action requiring consultation with or
approval of the Loan A Controlling Holder pursuant to the second paragraph of
this Section 3.32(b) and Section [__] of the Loan A All Notes Intercreditor
Agreement, Master Servicer No. 1 or Special Servicer No. 1, as the case may be,
shall prepare a summary of such proposed action and an analysis of whether or
not such action is reasonably likely to produce a greater recovery on a present
value basis than not taking such action, setting forth the basis on which such
Master Servicer or such Special Servicer, as the case may be, made such
determination, and shall provide to the Directing Certificateholder, each Loan A
Companion Loan Holder, Loan A B Loan Holder and Loan A C Loan Holder copies of
such summary by hard copy or electronic means on a timely basis. If any such
proposed action is disapproved by the Loan A Controlling Holder, Master Servicer
No. 1 or Special Servicer No. 1 shall propose an alternate action (based on any
counter-proposals received from the Loan A Controlling Holder, to the extent
such counter-proposal is consistent with the immediately succeeding paragraph of
Section 3.32(b) and Section [__] of the Loan A All Notes Intercreditor Agreement
or, if no such counter-proposal is received, then based on any alternate course
of action that such Master Servicer or such Special Servicer may deem
appropriate) until the approval of the Loan A Controlling Holder is obtained;
provided that if such Master Servicer or such Special Servicer, as the case may
be, and the Loan A Controlling Holder do not agree on a proposed course of
action within [60] days after the date on which such Master Servicer or such
Special Servicer, as the case may be, first proposed a course of action, then
such Master Servicer or such Special Servicer, as the case may be, shall take
such action as it deems appropriate in accordance with the Servicing Standard.

            Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Loan A Controlling Holder, as contemplated
by the foregoing provisions of Section 3.32(b), may (and Master Servicer No. 1
or Special Servicer No. 1, as the case may be, shall ignore and act without
regard to any such advice, direction or objection that such Master Servicer or
such Special Servicer, as the case may be, has determined, in its reasonable,
good faith judgment, will) require or cause such Master Servicer or such Special
Servicer, as the case may be, the Trustee or any Loan A Companion Loan Holder to
take any action or refrain from taking any action which would violate any law of
any applicable jurisdiction, be inconsistent with the Servicing Standard or
violate the REMIC Provisions or violate any other provisions of


                                     -225-
<PAGE>

this Agreement, the Loan Documents, or any provisions of the Loan A All Notes
Intercreditor Agreement.

            With respect to the matters contemplated by the foregoing provisions
of this Section 3.32(b) and the corresponding provisions of the Loan A Senior
Notes Intercreditor Agreement, the Directing Certificateholder is hereby
designated, on behalf of the Trust Fund, as holder of Loan A to exercise the
rights of the holder of such Loan or any successor REO Loan with respect thereto
and to constitute part of the Loan A Senior Control Group.

            (c) The parties acknowledge that no Loan A Controlling Holder or
designee thereof shall owe any fiduciary duty to the Trustee, Master Servicer
No. 1, Special Servicer No. 1 or any Certificateholder and that no Loan A
Controlling Holder or designee thereof will have any liability to the Trustee,
Master Servicer No. 1, Special Servicer No. 1, any Certificateholders or any
other holder of an interest in the Loan A Total Loan for any action taken, or
for refraining from the taking of any action pursuant to the Loan A All Notes
Intercreditor Agreement, Loan A Senior Notes Intercreditor Agreement or this
Agreement, or the giving of any consent or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder will be deemed to have
confirmed its understanding that (i) a Loan A Controlling Holder may take or
refrain from taking actions that favor the interests of the Loan A Controlling
Holder or its Affiliates over the other holders of interests in Loan A Total
Loan, (ii) a Loan A Controlling Holder may take or refrain from taking actions
(or cause its designee to take or refrain from taking actions) that favor its
interest or the interests of its affiliates over the other holders of interests
in the Loan A Total Loan, (iii) that a Loan A Controlling Holder or its designee
may have special relationships and interests that conflict with the interests of
the other holders of interests in the Loan A Total Loan and will be deemed to
have agreed to take no action against a Loan A Controlling Holder, any designee
thereof or any of their officers, directors, employees, principals or agents as
a result of such special relationships or conflicts, (iv) that no Loan A
Controlling Holder shall be liable by reason of its having acted or refrained
from acting solely in its interest or in the interest of its affiliates and (v)
that no designee of the Loan A Controlling Holder shall be liable by reason of
its having acted or refrained from acting solely in the interests of the related
Loan A Controlling Holder or its affiliates.

            (d) (i) By written notice to Master Servicer No. 1, Special Servicer
No. 1 and the Trustee (a "Loan A Purchase Notice") delivered during any period
(a "Loan A Purchase Period") that a monetary event of default has occurred with
respect to Loan A or Loan A has become a Specially Serviced Loan due to the
commencement of bankruptcy, foreclosure or similar proceedings with respect to
the related Borrower, any Loan A Companion Loan Holder may elect to purchase
Loan A; provided that any such Loan A Companion Loan Holder's election to
purchase Loan A shall be rendered null and void if the Directing
Certificateholder elects to purchase the Loan A Companion Loans pursuant to the
rights granted to it under Section 3.32(e). If any Loan A Companion Loan
Holder's election to purchase Loan A has not been so rendered null and void,
then the Trustee shall sell (and such Loan A Companion Loan Holder shall
purchase) Loan A at the related Purchase Price, on a date (the "Loan A Purchase
Date") to be established by Special Servicer No. 1, which shall be not less than
[five] Business Days nor more than [10] Business Days after the date on which
such Special Servicer receives a copy of Loan A Purchase Notice. The Purchase
Price shall be calculated by Master Servicer No. 1 or Special Servicer No. 1, as
the case may be, [three] Business Days prior to the Loan A


                                     -226-
<PAGE>

Purchase Date (and such calculation shall be accompanied by reasonably detailed
back-up documentation explaining how such price was determined) and shall,
absent manifest error, be binding upon the Loan A Companion Loan Holders and any
designees thereof. Notwithstanding the foregoing, the right of a Loan A
Companion Loan Holder or its designee to elect to purchase Loan A under this
subsection will automatically terminate upon the earlier of (a) the expiration
of the Loan A Purchase Period and (b) a foreclosure sale, power of sale, or
delivery of deed-in-lieu of foreclosure with respect to the related Mortgaged
Property. The purchase option set forth in this subsection shall be in addition
to the purchase option set forth in subsection (ii) of this Section 3.32(d).

            (ii) Prior to entering into any modification of the Loan A Senior
      Loans that would materially affect the monetary terms of the Loan A Senior
      Loans, Special Servicer No. 1 shall provide each Loan A Companion Loan
      Holder with notice thereof and with all information that such Special
      Servicer considers material, but in any case including a draft of the
      agreement, if any, that sets forth such proposed modification. Each Loan A
      Companion Loan Holder shall have the right to purchase Loan A at a price
      equal to the Purchase Price therefor by delivering notice to Master
      Servicer No. 1 and Special Servicer No. 1, 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 upon receipt of
      notice by Special Servicer No. 1 that Loan A will be otherwise sold
      pursuant to this Agreement); provided that any such Loan A Companion Loan
      Holder's election to purchase Loan A shall be rendered null and void if
      the Directing Certificateholder elects to purchase the Loan A Companion
      Loans pursuant to the rights granted to it under Section 3.32(e). If any
      such Loan A Companion Loan Holder's election to purchase Loan A has not
      been so rendered null and void, then such Loan A Companion Loan Holder
      shall deliver such Purchase Price (in respect of Loan A) to Master
      Servicer No. 1 within three Business Days of the end of the five Business
      Day period referred to in the prior sentence.

            (iii) If multiple Loan A Companion Loan Holders elect to purchase
      Loan A pursuant to subsection (i) or subsection (ii) of this Section
      3.32(d), then priority among them shall be determined on a "first in time,
      first in right" basis.

            (e) Consistent with the Loan A Senior Notes 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 Loan A with respect to the Loan A Companion
Loans under circumstances similar to those contemplated by Section 3.32(d)(i)
and the purchase option of the holder of Loan A with respect to the Loan A
Companion Loans under circumstances similar to those contemplated by Section
3.32(d)(ii), and the parties hereto shall reasonably cooperate in connection
with any exercise of that purchase option.

            (f) If a Loan A Triggering Event of Default has occurred and is
continuing, then, upon written notice from Master Servicer No. 1 (a "Loan A
Repurchase Option Notice") of such occurrence (which notice Master Servicer No.
1 shall give promptly to Loan A Junior Loan Holders), each Loan A Junior Loan
Holder shall have the right, prior to any other party, by written notice to
Master Servicer No. 1, Special Servicer No. 1 and the Loan A Companion Loan


                                     -227-
<PAGE>

Holders (a "Loan A Junior Loan Holder Repurchase Notice"), at any time after the
occurrence of a Loan A Triggering Event of Default and prior to the earliest to
occur of (a) the cure of Loan A Triggering Event of Default, (b) the
consummation of a foreclosure sale, sale by power of sale or delivery of a deed
in lieu of foreclosure with respect to the related Mortgaged Property, (c) the
modification of the related Loan Documents effected in accordance with the terms
of this Agreement (and subject to the approval rights of the Loan A Controlling
Holder set forth herein and in the Loan A All Notes Intercreditor Agreement) and
(d) the date that is [90] days after such Loan A Junior Loan Holder's receipt of
the written notice of the occurrence of Loan A Triggering Event of Default, (A)
if the Loan A C Loan Holder is the purchasing Loan A Junior Loan Holder, to
purchase Loan A, the Loan A Companion Loans and the Loan A B Loan at the
applicable "Defaulted Mortgage Loan Purchase Price" (as defined in the Loan A
All Notes Intercreditor Agreement) or (B) if the Loan A B Loan Holder is the
purchasing Loan A Junior Loan Holder, to purchase Loan A and the Loan A
Companion Loans at the applicable "Defaulted Mortgage Loan Purchase Price" (as
defined in the Loan A All Notes Intercreditor Agreement). Upon the delivery of
the Loan A Junior Loan Holder Repurchase Notice to Master Servicer No. 1,
Special Servicer No. 1, the Trustee, the Loan A Companion Loan Holders and, if
applicable, the other Loan A Junior Loan Holder shall sell (and the applicable
Loan A Junior Loan Holder shall purchase) the Loan A Senior Loans and, if
applicable, the other Loan A Junior Loan, free and clear of any sub-interests
therein or any other liens, claims or encumbrances for the applicable "Defaulted
Mortgage Loan Purchase Price" (as defined in the Loan A All Notes Intercreditor
Agreement), on a date (the "Loan A Repurchase Date") not less than [five]
Business Days nor more than [30] Business Days after the date of the Loan A
Junior Loan Holder Repurchase Notice, as shall be established by Special
Servicer No. 1 and reasonably acceptable to the purchasing Loan A Junior Loan
Holder. If more than one Loan A Junior Loan Holder provides a Loan A Junior Loan
Holder Repurchase Notice to Master Servicer No. 1 and Special Servicer No. 1,
then the Loan A C Loan Holder shall have the right to consummate the purchase
contemplated by this Section, and the Loan A Junior Loan Holder Repurchase
Notice delivered by the Loan A B Loan Holder shall be deemed revoked and of no
further force and effect. The applicable "Defaulted Mortgage Loan Purchase
Price" (as defined in the Loan A All Notes Intercreditor Agreement) shall be
calculated by Special Servicer No. 1 [three] Business Days prior to the Loan A
Repurchase Date (and such calculation shall be accompanied by reasonably
detailed back-up documentation explaining how such price was determined) and
shall, absent manifest error, be binding upon the Certificateholders, the Loan A
B Loan Holder and the Loan A C Loan Holder. The right of a Loan A Junior Loan
Holder to purchase the Loan A Senior Loans and the Loan A B Loan, if applicable,
shall automatically terminate upon the consummation of a foreclosure sale, sale
by power of sale or delivery of a deed in lieu of foreclosure with respect to
the Mortgaged Property. For the avoidance of doubt, neither Loan A Junior Loan
Holder shall have any option to purchase Loan A under Section 3.18 (without a
direct assignment of such right to such Loan A Junior Loan Holder from the
Directing Certificateholder).

            (g) In connection with any purchase of Loan A, together with any
Loan A Companion Loan and/or any Loan A Junior Loan, pursuant to or as
contemplated by the Section 3.32(d) or Section 3.32(f), then Master Servicer No.
1 or Special Servicer No. 1 shall (i) if it receives the related Purchase Price
or "Defaulted Mortgage Loan Purchase Price" (as defined in the Loan A All Notes
Intercreditor Agreement) and/or any other amounts payable in connection with the
purchase, deposit same, or remit same to Master Servicer No. 1 for deposit, as


                                     -228-
<PAGE>

applicable, into Master Servicer No. 1's Collection Account, the related
Companion Loan Custodial Account and/or the related Junior 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 a Request for Release from Master Servicer No. 1,
the Trustee shall: (i) deliver the Mortgage File to the Person effecting the
purchase or its designee; and (ii) execute and deliver such endorsements,
assignments and instruments of transfer as shall be provided to it and are
reasonably necessary to vest ownership of Loan A in the appropriate transferee,
without recourse, representations or warranties.

            (h) The parties hereto acknowledge the purchase options of the
respective Loan A Companion Loan Holders and Loan A Junior Loan Holders (and/or
their respective designees and/or representatives) in respect of Loan A pursuant
to the Loan A Senior Notes Intercreditor Agreement and the Loan A All Notes
Intercreditor Agreement. Upon its receipt of any notice from a Loan A Companion
Loan Holder or Loan A Junior 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.

            (i) In the event any monetary default beyond applicable notice and
grace periods or non-monetary default beyond applicable notice and grace periods
(of which Master Servicer No. 1 or applicable Special Servicer has knowledge)
shall exist with respect to the Loan A Total Loan, then, upon notice from such
Master Servicer or such Special Servicer, as the case may be (a "Loan A Cure
Option Notice") of the occurrence of such default beyond applicable notice and
grace periods (which notice such Master Servicer or such Special Servicer, as
the case may be, shall promptly give to the Loan A Controlling Junior Loan
Holder upon receipt of knowledge thereof), the Loan A Controlling Junior Loan
Holder shall have the right, exercisable by the Loan A Controlling Junior Loan
Holder giving written notice of its intent to cure a default within [five]
Business Days of receipt of the Loan A Cure Option Notice, to cure such default;
provided, in the event that the Loan A Controlling Junior Loan Holder has
elected to cure any default, the default must be cured by the Loan A Controlling
Junior Loan Holder within, in the case of a monetary default, [five] Business
Days of receipt of such Loan A Cure Option Notice and, in the case of a
non-monetary default, [30] days of receipt of such Loan A Cure Option Notice. In
the event that the Loan A Controlling Junior Loan Holder elects to cure a
default that can be cured by the payment of money (each such payment, a "Loan A
Cure Payment"), the Loan A Controlling Junior Loan Holder shall make such Loan A
Cure Payment as directed by Master Servicer No. 1 or Special Servicer No. 1, as
the case may be, and each such Loan A Cure Payment shall include all costs,
expenses, losses, liabilities, obligations, damages, penalties, and
disbursements imposed on, incurred by or asserted against the Trustee, Master
Servicer No. 1, Special Servicer No. 1 or any Loan A Companion Loan Holder
(including, without limitation, all unreimbursed Advances (without regard to
whether such Advance would be a Nonrecoverable Advance) and any interest charged
thereon, Penalty Charges, default interest and any unpaid Master Servicing Fees
(and Primary Servicing Fees) with respect to the Loan A Total Loan) during the
period of time from the expiration of the grace period under the Loan A Total
Loan until such Loan A Cure Payment is made or such other cure is otherwise
effected. The right of the Loan A Controlling Junior Loan Holder to
reimbursement of any Loan A Cure Payment shall be subordinate in all respects to
the rights of the holders of the Loan A Senior Loans to distributions with
respect to the Loan A Total Loan and to all amounts distributable to them. So
long as a default exists that is being cured by the Loan A Controlling Junior
Loan Holder


                                     -229-
<PAGE>

pursuant to this paragraph of this Section 3.32(i) and Section [__] of the Loan
A All Notes Intercreditor Agreement and the cure period has not expired and the
Loan A Controlling Junior Loan Holder is permitted to cure under the terms of
such provisions, such default shall not constitute a default or an event of
default (i) for purposes of Sections [__] or [__] of the Loan A All Notes
Intercreditor Agreement; (ii) for purposes of accelerating the Loan A Total
Loan, modifying, amending or waiving any provisions of the related Loan
Documents or commencing proceedings for foreclosure or the taking of title by
deed-in-lieu of foreclosure or other similar legal proceedings with respect to
the related Mortgaged Property; or (iii) for purposes of treating the Loan A
Total Loan as a Specially Serviced Loan; provided that such limitations shall
not prevent Master Servicer No. 1 or Special Servicer No. 1 from sending notices
of the default to the related Borrower or any related guarantor or making
demands on the related Borrower or any related guarantor or from collecting
default interest or late payment charges from the related Borrower.
Notwithstanding anything to the contrary contained in this subsection, (A) the
Loan A Controlling Junior Loan Holder's right to cure a monetary default or
non-monetary default shall be limited to [__] Loan A Cure Events over the life
of the Loan A Total Loan and (B) no single Loan A Cure Event may exceed [___]
consecutive months. Notwithstanding the foregoing, the making of a Loan A Cure
Payment by any Person entitled to do so shall not act as a waiver of any amounts
due under the related Loan Documents by the related Borrower.

            (j) Any decisions made by Master Servicer No. 1 or Special Servicer
No. 1, as the case may be, with respect to the Loan A Total Loan 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.

            (k) Master Servicer No. 1 and Special Servicer No. 1 each shall
provide to each Loan A Companion Loan Holder and Loan A Junior Loan Holder or
its designee, with respect to its Loan A Companion Loan or Loan A Junior Loan,
as applicable, or any related REO Property, subject to the same conditions and
restrictions on the distribution of information as apply with respect to the
Loans, the same reports, documents and other information that Master Servicer
No. 1 or Special Servicer No. 1, as the case may be, provides to the Trustee
with respect to Loan A or any related REO Property, and on a concurrent basis
(unless an earlier delivery is otherwise expressly provided for herein). The
Trustee, Master Servicer No. 1 and Special Servicer No. 1 each shall provide to
each Loan A Companion Loan Holder and each Loan A Junior Loan Holder or its
designee, with respect to its Loan A Companion Loan or Loan A Junior Loan or any
related REO Property, the same reports, documents and other information that the
Trustee, Master Servicer No. 1 or Special Servicer No. 1, as the case may be,
provides to the Directing Certificateholder with respect to Loan A or any
related REO Property, and on a concurrent basis. In addition, the Trustee,
Master Servicer No. 1 or Special Servicer No. 1, as applicable, shall, upon
receipt of a written request, provide to each Loan A Companion Loan Holder and
each Loan A Junior 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 Loan A Companion Loan or Loan A Junior
Loan or any related REO Property; provided, however, that in no event shall a
Loan A Junior Loan Holder be provided with any Fair Value calculation in respect
of Loan A. Notwithstanding the foregoing, none of the Trustee, Master Servicer
No. 1 or Special Servicer No. 1 shall be required to deliver to any Loan A
Companion Loan Holder or Loan A Junior Loan Holder or its designee any
particular report, document or other information pursuant to this Section
3.32(k) if and to the extent that (but only


                                     -230-
<PAGE>

if and to the extent that) such particular report, document or other information
is otherwise delivered to such Loan A Companion Loan Holder or such Loan A
Junior Loan Holder within the same time period contemplated by this Section
3.32(k) pursuant to any other section of this Agreement. In addition, Master
Servicer No. 1 shall provide to Loan A Junior Loan Holders, subject to the same
conditions and restrictions on the distribution of information as apply with
respect to the Loans, (a) a summary of the current status of principal and
interest payment on the Loan A Total Loan, (b) copies of the related Borrower's
current financial statements, to the extent then in the possession of such
Master Servicer, (c) current information, if any, as to the value of the related
Mortgaged property, to the extent in such Master Servicer's possession, (d)
agreements that govern the administration of the Loan A Total Loan by Master
Servicer No. 1, (e) copies of any default or acceleration notices sent to the
related Borrower with respect to the Loan A Total Loan and all material
correspondence related thereto, (f) to the extent not otherwise provided above,
copies of each other report provided to the Certificateholder in accordance with
the express provisions of this Agreement (but only to the extent such other
reports related to the Loan A Total Loan or the related Borrower) and (g) other
information with respect to the related Borrower or Loan A Total Loan,
reasonably request by any such Loan A Junior Loan Holder, to the extent in
Master Servicer No. 1's possession and within [10] days of Master Servicer No.
1's receipt of such Holder's request, in each case at the sole cost and expense
of the requesting Loan A Junior Loan Holder (with respect to all out-of-pocket
and the reasonable and administrative and photocopying costs of Master Servicer
No. 1); provided, however, that Master Servicer No. 1 shall send any notices
referred to in clause (e) above to any Loan A Junior Loan Holder simultaneously
with the sending of any such notices to the related Borrower without the need
for any request by any Loan A Junior Loan Holder.

            (l) Each of the rights of the respective Loan A Companion Loan
Holders and Loan A Junior Loan Holders under or contemplated by this Section
3.32 shall be assignable to, and/or exercisable by, a designee thereof; provided
that Master Servicer No. 1, Special Servicer No. 1 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.

            (m) (1) The Loan A Controlling Holder shall be entitled to terminate
the rights and obligations of Special Servicer No. 1 under this Agreement, with
or without cause, solely in respect of the Loan A Total Loan and/or any related
REO Property upon [10] Business Days prior written notice to Master Servicer No.
1, Special Servicer No. 1 and the Trustee, which shall, if the termination of
Special Servicer No. 1 is for cause, set forth the Event of Default that gave
rise to such termination, 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 (at the cost of such Loan A Controlling Holder), such
proposed replacement of Special Servicer No. 1 shall not, in and of itself,
result in a downgrading, withdrawal or qualification of the then-current ratings
provided by the Rating Agencies (including, if applicable, Fitch) with respect
to any Class of then outstanding Certificates (or any class of securities
evidencing an interest in, or secured by, a Loan A Companion Loan or any
successor REO Loan with respect thereto) 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 R, executed by the Person
designated to be the successor to Special Servicer No. 1 in its capacity as
special servicer for Loan A Total Loan and/or any related REO Property, and (B)
an Opinion of Counsel (which shall not be an expense of the Trustee or the
Trust) substantially to the effect that (1) such


                                     -231-
<PAGE>

removal of Special Servicer No. 1 and/or the appointment of the Person
designated to serve as successor thereto is in compliance with this Section
3.32(m), (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 Person terminated in its capacity as Special Servicer No. 1
pursuant to this Section 3.32(m) shall be deemed to have been so terminated
simultaneously with the designated successor's becoming Special Servicer No. 1
hereunder; provided that (i) the terminated Special Servicer No. 1 shall be
entitled to receive, in connection with its termination, payment out of the
applicable Collection Account and, if and to the extent applicable, the related
Companion Loan Custodial Accounts and/or related Junior Loan Custodial Accounts
of all of its accrued and unpaid Special Servicing Fees in respect of the Loan A
Total Loan and/or any related REO Property, and reimbursement from the successor
to such terminated Special Servicer No. 1 of all outstanding Servicing Advances
made by such terminated Special Servicer No. 1 in respect of the Loan A 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 No. 1 shall be deemed to have made such Servicing
Advances at the same time that such terminated Special Servicer No. 1 had
actually made them), (ii) such terminated Special Servicer No. 1 shall
thereafter be entitled to any Workout Fees in respect of the Loan A Total Loan,
as and to the extent expressly permitted by Section 3.11(b), and (iii) such
terminated Special Servicer No. 1 shall continue to be entitled to the benefits
of Section 6.03, notwithstanding any such termination; and provided, further,
that such terminated Special Servicer No. 1 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 No. 1 shall cooperate with the Trustee and the
replacement to such terminated Special Servicer No. 1 in effecting the transfer
of such terminated Special Servicer No. 1'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(m), to the
replacement to such terminated Special Servicer No. 1 for administration by it
of all cash amounts that at the time are or should have been credited by such
terminated Special Servicer No. 1 to the REO Account or to any Servicing Account
or should have been delivered to Master Servicer No. 1 or that are thereafter
received by or on behalf of such terminated Special Servicer No. 1, in any event
with respect to the Loan A Total Loan or any related REO Property. No penalty or
fee shall be payable to Special Servicer No. 1 with respect to any termination
pursuant to this Section 3.32(m). Any expenses of the Trust as a result of any
termination pursuant to this Section 3.32(m) shall be paid by the Persons who
effected such termination.

            Following a termination and replacement of Special Servicer No. 1
with respect to the Loan A Total Loan and/or any related REO Property as
contemplated by this Section 3.32(m), Special Servicer No. 1 hereunder shall
collectively consist of: (i) such replacement of Special Servicer No. 1 as the
party hereunder responsible for performing the duties of special servicer with
respect to the Loan A Total Loan and/or any related REO Property; and (ii) the
existing Special Servicer No. 1 (or any successor thereto) as the party


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<PAGE>

hereunder responsible for performing the duties of special servicer with respect
to the rest of the Loans, Serviced Companion Loans, Junior Loans and/or REO
Properties for which Special Servicer No. 1 is expressly responsible hereunder,
and their duties and obligations set forth hereunder shall be construed
accordingly; provided that (i) when used in the context of granting Special
Servicer No. 1 the right to purchase Defaulted Loans pursuant to Section 3.18,
the term "Special Servicer No. 1" shall mean the replacement for Special
Servicer No. 1 appointed pursuant to this Section 3.32(n) if such Defaulted Loan
is Loan A, and shall mean the existing Special Servicer No. 1 (or any successor
thereto), in all other cases; and (ii) when used in the context of granting
Special Servicer No. 1 (or any successor thereto) the right to purchase all of
the Loans and any REO Properties remaining in the Trust Fund pursuant to Section
9.01, the term "Special Servicer No. 1" shall mean the existing Special Servicer
No. 1 (or any successor thereto) only and not the replacement for Special
Servicer No. 1 appointed pursuant to this Section 3.32(m).

            With respect to the matters contemplated by this Section 3.32(m),
Section [__] of the Loan A All Notes Intercreditor Agreement and Section [__] of
the Loan A Senior Notes Intercreditor Agreement, the Directing Certificateholder
is hereby designated, on behalf of the Trust Fund, as holder of Loan A, to
exercise the rights of the holder of Loan A or any successor REO Loan with
respect thereto and to constitute part of a Loan A Senior Control Group
(whenever a Loan A Senior Control Group constitutes the Loan A Controlling
Holder).

            (n) If any Loan A Junior Loan Holder or Loan A Companion Loan Holder
purchases Loan A pursuant to Section 3.32(d) or Section 3.32(f), or if any
Person purchases Loan A as a Defaulted Loan pursuant to Section 3.18, then the
Person effecting the purchase must also pay and/or reimburse to Master Servicer
No. 1, Special Servicer No. 1, the Trustee and the Depositor the respective
amounts then currently due and owing to them hereunder with respect to the Loan
A Companion Loans and Loan A Junior Loans and that, pursuant to the Loan A
Intercreditor Agreements, would otherwise have been payable out of future
collections on the Loan A Companion Loans and Loan A Junior Loans.
Notwithstanding anything herein to the contrary, any such purchase shall be
subject to such reimbursements.

            (o) Notwithstanding anything herein to the contrary, but subject to
the next sentence, if any Loan A Companion Loan or any successor REO Loan with
respect thereto is included in a rated commercial mortgage securitization, and
if any particular servicing action with respect to the Loan A Total Loan or any
related REO Property requires confirmation of ratings of the Certificates in
connection therewith under any provision of this Agreement, then Master Servicer
No. 1 or Special Servicer No. 1, as applicable, shall likewise obtain a similar
confirmation of ratings from Moody's, S&P and/or Fitch, as applicable, with
respect to any rated securities evidencing an interest in, or secured by, such
Loan A Companion Loan or any successor REO Loan with respect thereto (regardless
of whether or not expressly required under such provision of this Agreement).
Also notwithstanding anything to the contrary contained herein, any costs
associated with confirmation of the ratings of any rated securities evidencing
an interest in, or secured by, any Loan A Companion Loan or any successor REO
Loan with respect thereto (whether pursuant to the prior sentence or otherwise
pursuant to this Agreement or a Loan A Intercreditor Agreement) shall, to the
extent not recoverable from the related Borrower or other party seeking to take
the action that requires such Rating Confirmation or another source besides the
Trust, shall be borne by the trust that holds such Loan A Companion Loan or any


                                     -233-
<PAGE>

successor REO Loan with respect thereto, and if such trust is unwilling to cover
the cost of obtaining such confirmation of ratings, then no party hereto shall
be obligated to obtain such confirmation of ratings (notwithstanding anything
herein to the contrary).

            (p) If there are any conflicts between this Section 3.32 and any of
the Loan Documents relating to the Loan A Total Loan or between this Section
3.32 and either Loan A Intercreditor Agreement, then such Loan Documents or such
Loan A Intercreditor Agreement shall control. The parties hereto recognize and
acknowledge the respective rights of Loan A Junior Loan Holders and Loan A
Companion Loan Holders under the Loan A Intercreditor Agreements.

            Section 3.33 Certain Matters Related to the Loan B Total Loan. (a)
If the Loan B Total Loan becomes specially serviced in accordance with the terms
of a Loan B Servicing Agreement and, pursuant to the Loan B Intercreditor
Agreement, the Series [_____] Trustee, the Series [_____] Trustee or other
holders of any Loan B Companion Loan or its servicing agent notifies the Trustee
or Master Servicer No. 2 that the Trustee, as holder of Loan B, or its designee,
is entitled to certain consultation rights with respect to Loan B or any Loan B
REO Mortgage Loan to the Trustee or Master Servicer No. 2, then the Trustee or
Master Servicer No. 2, as the case may be, shall promptly so notify, and forward
a copy of any accompanying documentation to, Special Servicer No. 1 and the
Directing Certificateholder. For so long as the Trustee or its designee is
entitled to such consultation rights under the terms of Loan B Intercreditor
Agreement, the Trustee hereby delegates such consultation rights to the
Directing Certificateholder.

            (b) If pursuant to the terms of the Loan B Intercreditor Agreement,
upon receipt of notice given to a Responsible Officer of the Trustee, the
Trustee, as holder of Loan B, has the right to purchase any Loan B Companion
Loan at the price set forth in the Loan B Intercreditor Agreement, then the
Trustee shall promptly so notify the Directing Certificateholder. If the
Directing Certificateholder indicates to the Trustee in writing its intent to
purchase the Loan B Companion Loans in accordance with Section [__] of the Loan
B Intercreditor Agreement and/or any corresponding provision of a Loan B
Servicing Agreement, whereupon the Trustee shall designate the Directing
Certificateholder as its designee to so purchase the Loan B Companion Loans, in
its individual capacity and not on behalf of the Trust, in accordance with such
Section [___] of the Loan B Intercreditor Agreement and/or any corresponding
provision of a Loan B Servicing Agreement. Any such purchase will be subject to
all applicable provisions of, and at the price set forth in, the Loan B
Intercreditor Agreement (including those provisions that mandate who may be a
permitted transferee of any Loan B Companion Loan). Upon any such purchase of
the Loan B Companion Loans, the Directing Certificateholder shall constitute the
"[__] Noteholder" and the "[___] Noteholder" under the Loan B Intercreditor
Agreement, and Loan B shall be serviced and administered in accordance with
Article XII of this Agreement. The Trustee shall reasonably cooperate with the
Directing Certificateholder in effecting such purchase.

            (c) The parties acknowledge the cure rights granted to the Trust as
the holder of Loan B under Section [__] of Loan B Intercreditor Agreement, and
the Directing Certificateholder is hereby designated to exercise (in its
individual capacity and not on behalf of


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<PAGE>

the Trust) such cure rights of the holder of Loan B or any successor REO Loan
with respect thereto.

            (d) The Directing Certificateholder is hereby designated to exercise
the rights granted to the Trust as the holder of Loan B to constitute a member
of the "Majority Lenders" (as defined in Loan B Intercreditor Agreement).

            (e) Consistent with Section [___] of Loan B Intercreditor Agreement,
the Depositor hereby certifies to [________________], in its capacity as trustee
for the registered holders of the Series [_____] Certificates and the Series
[_____] Certificates, respectively, each of which series of commercial mortgage
pass-through certificates evidences an interest in a trust fund that includes a
Loan B Companion Loan as an asset, as follows: the Trust created hereby
constitutes a "Qualified Institutional Lender" for purposes of the Loan B
Intercreditor Agreement, and this Agreement is intended to constitute an
assignment and assumption of the obligations of the holder of Loan B under the
Loan B Intercreditor Agreement (as contemplated by Section [___] of the Loan B
Intercreditor Agreement).

            Section 3.34 Certain Matters Related to the Loan C Total Loan. (a)
If the Loan C Total Loan becomes specially serviced in accordance with the terms
of a Loan C Servicing Agreement and, pursuant to the Loan C Intercreditor
Agreement, the Series [_____] Trustee or other holder of Loan C Companion Loan
or its servicing agent notifies the Trustee or Master Servicer No. 1 that the
Trustee, as holder of Loan C, or its designee, is entitled to certain
consultation rights with respect to Loan C or any Loan C REO Mortgage Loan
and/or forwards a copy of its "Asset Status Report" (as defined in the Series
[_____] PSA) to the Trustee or Master Servicer No. 1, then the Trustee or Master
Servicer No. 1, as the case may be, shall promptly so notify, and shall forward
the copy of such Asset Status Report to, Special Servicer No. 1 and the
Directing Certificateholder. For so long as the Trustee or its designee is
entitled to such consultation rights under the terms of the Loan C Intercreditor
Agreement, the Trustee hereby delegates such consultation rights to the
Directing Certificateholder.

            (b) If pursuant to the terms of the Loan C Intercreditor Agreement,
upon receipt of notice given to a Responsible Officer of the Trustee, the
Trustee, as holder of Loan C, has the right to purchase the Loan C Companion
Loan at the price set forth in the Loan C Intercreditor Agreement, then the
Trustee shall promptly so notify the Directing Certificateholder. If the
Directing Certificateholder indicates to the Trustee in writing its intent to
purchase the Loan C Companion Loan in accordance with Section [__] of Loan C
Intercreditor Agreement and/or any corresponding provision of a Loan C Servicing
Agreement, whereupon the Trustee shall designate the Directing Certificateholder
as its designee to so purchase Loan C Companion Loan, in its or their individual
capacity and not on behalf of the Trust, in accordance with such Section [__] of
Loan C Intercreditor Agreement and/or any corresponding provision of a Loan C
Servicing Agreement. Any such purchase will be subject to all applicable
provisions of, and at the price set forth in, the Loan C Intercreditor Agreement
(including those provisions that mandate who may be a permitted transferee of
the Loan C Companion Loan). Upon any such purchase of the Loan C Securitized
Companion Loan, the Directing Certificateholder shall constitute the "[___]
Noteholder" under the Loan C Intercreditor Agreement, and Loan C shall be
serviced and administered in accordance with


                                     -235-
<PAGE>

Article XI of this Agreement. The Trustee shall reasonably cooperate with the
Directing Certificateholder in effecting such purchase.

            (c) The parties acknowledge the cure rights granted to the Trust as
the holder of Loan C under Section [__] of the Loan C Intercreditor Agreement,
and the Directing Certificateholder is hereby designated to exercise (in its
individual capacity and not on behalf of the Trust) such cure rights of the
holder of Loan C or any successor REO Loan with respect thereto.

            (d) The Directing Certificateholder is hereby designated to exercise
the rights granted to the Trust as the holder of Loan C to constitute a member
of the "Majority Lenders" (as defined in Loan C Intercreditor Agreement).

            (e) Consistent with Section [___] of Loan C Intercreditor Agreement,
the Depositor hereby certifies to [________________], in its capacity as trustee
for the registered holders of the Series [_____] Certificates, which series of
commercial mortgage pass-through certificates evidences an interest in a trust
fund that includes a Loan C Companion Loan as an asset, as follows: the Trust
created hereby constitutes a "Qualified Institutional Lender" for purposes of
the Loan C Intercreditor Agreement, and this Agreement is intended to constitute
an assignment and assumption of the obligations of the holder of Loan C under
the Loan C Intercreditor Agreement (as contemplated by Section [__] of Loan C
Intercreditor Agreement).

                                   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 Available Distribution Amount for such
Distribution Date:

            (i) to make distributions of interest to the holders of the Class
      [__], Class [__], Class [__], Class [__], Class [__], Class [__] and Class
      [__] Certificates, pro rata (based on their respective entitlements under
      this clause (i)), up to the respective Optimal Interest Distribution
      Amounts for such Classes for such Distribution Date;

            (ii) to make distributions of principal to the Holders of the Class
      [__], Class [__], Class [__] and Class [__] Certificates, in reduction of
      the Class Principal Balances thereof, up to, in the aggregate, the
      Principal Distribution Amount for such Distribution Date, in the following
      order of priority:

            First, to the Holders of the Class [__] Certificates, until the
      Class Principal Balance thereof has been reduced to zero;

            Second, to the Holders of the Class [__] Certificates, until the
      Class Principal Balance thereof has been reduced to zero;


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<PAGE>

            Third, to the Holders of the Class [__] Certificates, until the
      Class Principal Balance thereof has been reduced to zero; and

            Fourth, to the Holders of the Class [__] Certificates, until the
      Class Principal Balance thereof has been reduced to zero;

provided, however, that, notwithstanding the immediately preceding subclauses
First through Fourth, on each Distribution Date coinciding with or following the
Senior Principal Distribution Cross-Over Date, and in any event on the final
Distribution Date in connection with the termination of the Trust Fund, the
Trustee shall make distributions of principal to the Holders of the Class [__],
Class [__], Class [__] and Class [__] 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, up to, in the
aggregate, the entire Principal Distribution Amount for such Distribution Date;

            (iii) to reimburse the Holders of the Class [__], Class [__], Class
      [__] and Class [__] Certificates, pro rata (based on the aggregate
      unreimbursed amounts of Collateral Support Deficit previously allocated to
      each such Class), until all amounts of such amounts of Collateral Support
      Deficit previously allocated to such Classes, but not previously
      reimbursed, have been reimbursed in full;

            (iv) to make distributions of interest to the Holders of the Class
      [___] Certificates, up to the Optimal Interest Distribution Amount for
      such Class for such Distribution Date;

            (v) to make distributions of principal to the Holders of the Class
      [___] Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (vi) to reimburse the Holders of the Class [___] Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class [___] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (vii) to make distributions of interest to the Holders of the Class
      [___] Certificates, up to the Optimal Interest Distribution Amount for
      such Class for such Distribution Date;

            (viii) to make distributions of principal to the Holders of the
      Class [___] Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

            (ix) to reimburse the Holders of the Class [___] Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class [___] Certificates, but not previously reimbursed, have been
      reimbursed in full;


                                     -237-
<PAGE>

            (x) to make distributions of interest to the Holders of the Class
      [__] Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xi) to make distributions of principal to the Holders of the Class
      [__] Certificates, in reduction of the Class Principal Balance thereof, up
      to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xii) to reimburse the Holders of the Class [__] Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class [__] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xiii) to make distributions of interest to the Holders of the Class
      [__] Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xiv) to make distributions of principal to the Holders of the Class
      [__] Certificates, in reduction of the Class Principal Balance thereof, up
      to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xv) to reimburse the Holders of the Class [__] Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class [__] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xvi) to make distributions of interest to the Holders of the Class
      [__] Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xvii) to make distributions of principal to the Holders of the
      Class [__] Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

            (xviii) to reimburse the Holders of the Class [__] Certificates,
      until all amounts of Collateral Support Deficit previously allocated to
      the Class [__] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xix) to make distributions of interest to the Holders of the Class
      [__] Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xx) to make distributions of principal to the Holders of the Class
      [__] Certificates, in reduction of the Class Principal Balance thereof, up
      to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;


                                     -238-
<PAGE>

            (xxi) to reimburse the Holders of the Class [__] Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class [__] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xxii) to make distributions of interest to the Holders of the Class
      [__] Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xxiii) to make distributions of principal to the Holders of the
      Class [__] Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

            (xxiv) to reimburse the Holders of the Class [__] Certificates,
      until all amounts of Collateral Support Deficit previously allocated to
      the Class [__] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xxv) to make distributions of interest to the Holders of the Class
      [__] Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xxvi) to make distributions of principal to the Holders of the
      Class [__] Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

            (xxvii) to reimburse the Holders of the Class [__] Certificates,
      until all amounts of Collateral Support Deficit previously allocated to
      the Class [__] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xxviii) to make distributions of interest to the Holders of the
      Class [__] Certificates, up to the Optimal Interest Distribution Amount
      for such Class for such Distribution Date;

            (xxix) to make distributions of principal to the Holders of the
      Class [__] Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

            (xxx) to reimburse the Holders of the Class [__] Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class [__] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xxxi) to make distributions of interest to the Holders of the Class
      [__] Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;


                                     -239-
<PAGE>

            (xxxii) to make distributions of principal to the Holders of the
      Class [__] Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

            (xxxiii) to reimburse the Holders of the Class [__] Certificates,
      until all amounts of Collateral Support Deficit previously allocated to
      the Class [__] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xxxiv) to make distributions of interest to the Holders of the
      Class [__] Certificates, up to the Optimal Interest Distribution Amount
      for such Class for such Distribution Date;

            (xxxv) to make distributions of principal to the Holders of the
      Class [__] Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

            (xxxvi) to reimburse the Holders of the Class [__] Certificates,
      until all amounts of Collateral Support Deficit previously allocated to
      the Class [__] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xxxvii) to make distributions of interest to the Holders of the
      Class [__] Certificates, up to the Optimal Interest Distribution Amount
      for such Class for such Distribution Date;

            (xxxviii) to make distributions of principal to the Holders of the
      Class [__] Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

            (xxxix) to reimburse the Holders of the Class [__] Certificates,
      until all amounts of Collateral Support Deficit previously allocated to
      the Class [__] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xl) to make distributions of interest to the Holders of the Class
      [__] Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xli) to make distributions of principal to the Holders of the Class
      [__] Certificates, in reduction of the Class Principal Balance thereof, up
      to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xlii) to reimburse the Holders of the Class [__] Certificates,
      until all amounts of Collateral Support Deficit previously allocated to
      the Class [__] Certificates, but not previously reimbursed, have been
      reimbursed in full;


                                     -240-
<PAGE>

            (xliii) to make distributions of interest to the Holders of the
      Class [__] Certificates, up to the Optimal Interest Distribution Amount
      for such Class for such Distribution Date;

            (xliv) to make distributions of principal to the Holders of the
      Class [__] Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

            (xlv) to reimburse the Holders of the Class [__] Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class [__] Certificates, but not previously reimbursed, have been
      reimbursed in full; and

            (xlvi) to make distributions to the Holders of the Class [__]
      Certificates of any portion of the Available Distribution Amount for such
      Distribution Date, remaining after all other distributions pursuant to
      this Section 4.01(a) and Section 4.01(e).

            Any distributions of interest made with respect to the Class [__]
Certificates or the Class [__] Certificates on any Distribution Date pursuant to
clause (i) 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 Optimal Interest Distribution
Amounts of such Components for such Distribution Date.

            All distributions made in respect of each Class of Sequential Pay
Certificates on each Distribution Date pursuant to the foregoing provisions of
this Section 4.01(a) shall be deemed to have first been distributed from the
Lower-Tier REMIC to the Upper-Tier REMIC with respect to the Corresponding
Uncertificated Lower-Tier Interest(s) for such Class of Sequential Pay
Certificates; all distributions made with respect to the Class [__] or Class
[__] Certificates on each Distribution Date pursuant to the foregoing provisions
of this Section 4.01(a) and allocable to any particular Component of such Class
of Interest-Only Certificates, shall be deemed to have first been distributed
from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the
corresponding Uncertificated Lower-Tier Interest for such Component; and all
distributions made with respect to the Class [__] Certificates on each
Distribution Date pursuant to the foregoing provisions of this Section 4.01(a)
shall be deemed to have first been distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC in respect of the Class [__] Lower-Tier Interest. In each case,
if such distribution on any such Class of Certificates was a distribution of
accrued interest, of principal or in reimbursement of any Collateral Support
Deficit previously allocated to such Class of Certificates, then the
corresponding distribution deemed to be made on an Uncertificated Lower-Tier
Interest pursuant to the preceding sentence (and, if applicable, the following
paragraph of this Section 4.01(a)) shall be deemed to also be, respectively, a
distribution of accrued interest, of principal or in reimbursement of any
Collateral Support Deficit previously allocated to the Upper-Tier REMIC in
respect of such Uncertificated Lower-Tier Interest.


                                     -241-
<PAGE>

            If a Class of Sequential Pay Certificates has two or more
Corresponding Uncertificated Lower-Tier Interests, then:

            (i) deemed distributions of accrued interest made on such
      Corresponding Uncertificated Lower-Tier Interests on any Distribution Date
      shall be allocated between or among them, as applicable, on a pro rata
      basis in accordance with the respective Optimal Interest Distribution
      Amounts in respect of such Corresponding Uncertificated Lower-Tier
      Interests for such Distribution Date;

            (ii) deemed distributions of principal made on such Corresponding
      Uncertificated Lower-Tier Interests on any Distribution Date shall be
      allocated to them in numeric order (i.e., from lowest number to highest
      number) of the respective ending numbers of the respective alphanumeric
      designations for such Corresponding Uncertificated Lower-Tier Interests,
      in each case up to an amount equal to the Lower-Tier Principal Amount of
      the subject Corresponding Uncertificated Lower-Tier Interest outstanding
      immediately prior to such Distribution Date (such that no deemed
      distributions of principal will be made on any such Corresponding
      Uncertificated Lower-Tier Interest until the Lower-Tier Principal Amount
      of each other such Corresponding Uncertificated Lower-Tier Interest, if
      any, with an alphanumeric designation that ends in a lower number, has
      been paid in full); and

            (iii) deemed distributions made on such Corresponding Uncertificated
      Lower-Tier Interests on any Distribution Date in reimbursement of
      Collateral Support Deficits previously allocated to the Upper-Tier REMIC
      with respect thereto shall be allocated between or among them, as
      applicable, on a pro rata basis in accordance with the respective
      aggregate unreimbursed amounts of Collateral Support Deficits previously
      allocated to the Upper-Tier REMIC with respect to such Corresponding
      Uncertificated Lower-Tier Interests.

            (b) On each Distribution Date, the Trustee shall withdraw any
amounts on deposit in the Distribution Account that represent Yield Maintenance
Charges actually collected on Loans and/or REO Loans in the Mortgage Pool during
the related Due Period and shall distribute each such Yield Maintenance Charge
as follows:

            (i) a portion of such Yield Maintenance Charge shall be distributed
      to the Holders of the Class [__], Class [__], Class [__], Class [__],
      Class [___], Class [___], Class [__], Class [__], Class [__], Class [__]
      and Class [__] Certificates, respectively, in an amount that shall, as to
      each such Class, equal the product of (A) a fraction whose numerator is
      the amount distributed as principal with respect to such Class on such
      Distribution Date, and whose denominator is the Principal Distribution
      Amount for such Distribution Date, (B) the Base Interest Fraction for the
      related Principal Prepayment or other related early collection of
      principal and such Class of Certificates and (C) the entire amount of such
      Yield Maintenance Charge (net of any Liquidation Fee payable therefrom);
      and

            (ii) either (A) if such Distribution Date is one of the first 37
      Distribution Dates, and if the Class [__] Certificates are still
      outstanding immediately prior to such


                                     -242-
<PAGE>

      Distribution Date, then the remaining portion of such Yield Maintenance
      Charge (net of any Liquidation Fee payable therefrom) shall be paid to the
      Holders of the Class [__] Certificates in an amount equal to [__]% of such
      remaining portion and to the Holders of the Class [__] Certificates in an
      amount equal to [__]% of such remaining portion, or (B) if such
      Distribution Date is after the [__]th Distribution Date, or if the Class
      [__] Certificates are not still outstanding immediately prior to such
      Distribution Date, then the entire remaining portion of such Yield
      Maintenance Charge (net of any Liquidation Fee payable therefrom) shall be
      paid to the Holders of the Class [__] Certificates;

provided, however, that, if the subject Yield Maintenance Charge was collected
in respect of a Specially Designated Co-op Loan or any successor REO Loan with
respect thereto, then the amount distributable in accordance with clauses (i)
and (ii) of this sentence shall equal the amount of the Yield Maintenance Charge
that would have been payable with respect to such Co-op Loan or any successor
REO Loan with respect thereto if the related Mortgage Rate was equal to [__]%
per annum, and the remaining portion of such Yield Maintenance Charge shall be
distributed to the Holders of the Class [__] Certificates, in each such case net
of a proportionate share of any Liquidation Fee payable from such Yield
Maintenance Charge.

            On each Distribution Date, the Trustee shall withdraw any amounts on
deposit in the Distribution Account that represent Static Prepayment Premiums
actually collected on Loans and/or REO Loans in the Mortgage Pool during the
related Due Period and shall distribute each such Static Prepayment Premium as
follows:

            (i) a portion of such Static Prepayment Premium shall be distributed
      to the Holders of the Class [__], Class [__], Class [__], Class [__],
      Class [___], Class [___], Class [__], Class [__], Class [__], Class [__]
      and Class [__] Certificates, in an amount that shall, as to each such
      Class, equal the product of (A) a fraction whose numerator is the amount
      distributed as principal with respect to such Class on such Distribution
      Date, and whose denominator is the Principal Distribution Amount for such
      Distribution Date, (B) the Base Interest Fraction for the related
      Principal Prepayment or other related early collection of principal and
      such Class of Certificates and (C) the entire amount of such Static
      Prepayment Premium (exclusive of any Liquidation Fee payable therefrom);
      and

            (ii) the entire remaining portion of such Static Prepayment Premium
      (exclusive of any Liquidation Fee payable therefrom) shall be distributed
      to the Class [__] Certificates;

provided, however, that, if such Static Prepayment Premium was collected with
respect to a Specially Designated Co-op Loan or any successor REO Loan with
respect thereto, then only [__]% of such Static Prepayment Premium shall be
distributable pursuant to clauses (i) and (ii) of this sentence, and the other
[__]% of such Static Prepayment Premium shall be distributed to the Holders of
the Class [__] Certificates, in each case net of a proportionate share of any
Liquidation Fee payable from such Static Prepayment Premium.

            Any distributions of additional interest, in the form of Static
Prepayment Premiums and Yield Maintenance Charges, made with respect to the
Class [__] or Class [__] Certificates on any Distribution Date pursuant to this
Section 4.01(b) shall be allocated among


                                     -243-
<PAGE>

the respective Components of such Class of 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 Uncertificated Lower-Tier Interests on such Distribution Date pursuant to
Section 4.01(a) (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).

            All distributions of Static Prepayment Premiums and/or Yield
Maintenance Charges made on any Distribution Date in respect of a Class of
Sequential Pay Certificates with a single Corresponding Uncertificated
Lower-Tier Interest shall be deemed to have first been distributed from the
Lower-Tier REMIC to the Upper-Tier REMIC with respect to such Corresponding
Uncertificated Lower-Tier Interest; all distributions of Static Prepayment
Premiums and/or Yield Maintenance Charges made on any Distribution Date in
respect of a Class of Sequential Pay Certificates with two or more Corresponding
Uncertificated Lower-Tier Interests shall be deemed to have first been
distributed from the Lower-Tier REMIC to the Upper-Tier REMIC with respect to
such Corresponding Uncertificated Lower-Tier Interests, on a pro rata basis in
accordance with the respective amounts of deemed distributions of principal made
with respect to such Corresponding Uncertificated Lower-Tier Interests on such
Distribution Date pursuant to Section 4.01(a); all distributions of Static
Prepayment Premiums and/or Yield Maintenance Charges made on any Distribution
Date in respect of the Class [__] or Class [__] Certificates and allocable to
any particular Component of such Class of Certificates, shall be deemed to have
first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC with
respect to such Component's Corresponding Uncertificated Lower-Tier Interest;
and all distributions of Static Prepayment Premiums and/or Yield Maintenance
Charges made on any Distribution Date in respect of the Class [__] Certificates
shall be deemed to have first been distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC with respect to the Class [__] Lower-Tier Interest.

            (c) On any applicable Distribution Date, any Excess Interest
collected during the related Due Period shall be distributed from the Excess
Interest Distribution Account to the Holders of the Class [__] Certificates.

            (d) 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(e), 4.01(f) 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 on or 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.


                                     -244-
<PAGE>

            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 Servicers, the Special Servicers, the Underwriters or the
Initial Purchasers shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law.

            (e) 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, 30
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 the end of the Interest Accrual Period for such Distribution Date.

            Any funds not distributed to any Holder or Holders of 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 Certificates as to which notice has been
given pursuant to this Section 4.01(e) 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 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 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
Certificateholder on any amount held in trust hereunder by the Trustee as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 4.01(e).

            (f) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Sequential Pay 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 Sequential Pay 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. 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


                                     -245-
<PAGE>

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(e) as if such Holder had failed to
surrender its Certificates.

            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 Servicers, 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 "Statement to Certificateholders"), 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 Statement to Certificateholders 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 Statement to Certificateholders shall be deemed to
have agreed to keep confidential the information therein until such Statement to
Certificateholders 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 Servicers 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 Servicers, the Special Servicers 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
such Master Servicer, such Special Servicer or the Trustee, as applicable. None
of the Trustee, the Master Servicers or the Special Servicers shall have any
obligation to verify the accuracy or completeness of any information provided by
a Borrower, a third party or each other.


                                     -246-
<PAGE>

            The Trustee shall make available each month, to the general public,
the related Statement to Certificateholders via its internet website initially
located at "[___________]". 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 the
Initial Purchaser 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 [________] 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 Statement to Certificateholders 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 Certificateholder to prepare its
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, each Master Servicer and
Special Servicer shall, without charge, make a knowledgeable Servicing Officer
available to answer


                                     -247-
<PAGE>

questions from the Directing Certificateholder regarding the performance and
servicing of the Loans and/or REO Properties for which such Master Servicer or
Special Servicer, as the case may be, is responsible. Each Master Servicer and
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.

            No Master Servicer or Special Servicer shall be required to confirm,
represent or warrant the accuracy or completeness of any other Person's
information or report included in any communication from such Master Servicer or
Special Servicer under this Agreement.

            (c) No Master Servicer or Special Servicer shall be required to
conduct research or obtain information that is not available to such Master
Servicer or Special Servicer, as the case may be, in the ordinary course of its
servicing activities hereunder. In addition, no Master Servicer or Special
Servicer shall be required to (i) answer commercially unreasonable questions,
(ii) answer questions relating to matters that extend beyond the scope of its
duties as a Master Servicer or Special Servicer, as applicable, (iii) answer
questions that would, in such Master Servicer's or Special Servicer's sole
discretion, require such Master Servicer or Special Servicer, as the case may
be, 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 each Master Servicer and Special Servicer may limit its
responses to factual matters). Provision of information pursuant to this Section
4.02(c) by a 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 Master Servicer Remittance Date, each Master Servicer shall (i)
remit to the Trustee for deposit into the 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
such Master Servicer's 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 by such Master Servicer. Any amounts held in
any Master Servicer's 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 such Master Servicer's records and
replaced by such Master Servicer by deposit in such 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 a Master Servicer fails to make a P&I Advance required to be
made by such Master Servicer hereunder on the Distribution Date (other than a
P&I Advance that such Master Servicer or the Trustee determines is a
Nonrecoverable Advance), the Trustee shall make 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 Mortgage Pool, it shall deposit the amount thereof in the Distribution
Account on or before 11:00 a.m. New York City time on the related Distribution
Date.


                                     -248-
<PAGE>

            (b) Subject to Sections 4.03(c) and (e) below, the aggregate amount
of P&I Advances to be made by a Master Servicer with respect to any Distribution
Date shall equal the aggregate of: (i) with respect to the Loans as to which
such Master Servicer is the applicable Master Servicer, 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 on such Loans
during any related Due Period and delinquent as of the close of business on the
Determination Date preceding the related Master Servicer Remittance Date; and
(ii) with respect to each Loan as to which such Master Servicer is the
applicable Master Servicer and 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, and also with respect to each successor REO Loan with
respect to a Loan as to which such Master Servicer was the applicable Master
Servicer, any uncollected portion of the Assumed Scheduled Payment (in each
case, net of related Primary Servicing Fees, Master Servicing Fees and Workout
Fees, if any) deemed due thereon during the related Due Period. 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
each 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 Servicers or the Trustee shall
be required or permitted to make P&I Advances as to any Companion Loan or any
Junior Loan. For avoidance of doubt, for purposes of this Section 4.03, Master
Servicer No. 1 shall be the applicable Master Servicer with respect to Loan C
and any Loan C REO Loan, and Master Servicer No. 2 shall be the applicable
Master Servicer with respect to Loan B and any Loan B REO Loan.

            (c) Notwithstanding anything herein to the contrary, neither a
Master Servicer nor the Trustee shall be required to make a P&I Advance, if such
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
applicable Master Servicer. No Special Servicer shall be required to make P&I
Advances under this Agreement. On each Determination Date, the applicable
Special Servicer shall report to the applicable Master Servicer such Special
Servicer's determination as to whether any 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. A Master Servicer shall be entitled to conclusively
rely on (but shall not be bound by) such determination. Any determination made
by any party obligated to make delinquency advances with respect to a Loan B or
Loan C Companion Loan included in a rated commercial mortgage securitization
regarding the nonrecoverability of any monthly debt service advance with respect
to such Companion Loan (or any successor REO Loan or similar deemed mortgage
loan with respect thereto) will be binding on the Trust Fund; provided that the
Master Servicer for such commercial mortgage securitization is approved in such
capacity by S&P. The applicable Master Servicer shall notify each related
Companion Loan Holder and Junior Loan Holder in respect of the Loan B Total Loan
and Loan C Total Loan whenever any P&I Advance in respect of the related A Loan
(or any successor REO Loan with respect thereto) is or, if made, would be a
Nonrecoverable P&I Advance hereunder (without regard to the last sentence of the
definition of


                                     -249-
<PAGE>

"Nonrecoverable P&I Advance") and when, if ever, P&I Advances in respect of such
A Loan cease to be Nonrecoverable P&I Advances (without regard to the last
sentence of the definition of "Nonrecoverable P&I Advance"). Master Servicer No.
1 and the Trustee hereby recognize and agree to comply with the terms of Section
[___] of Loan A Senior Notes Intercreditor Agreement.

            (d) In connection with the recovery of any P&I Advance out of any
Collection Account pursuant to Section 3.05(a), or out of the Distribution
Account pursuant to Section 3.05(b), the Master Servicer or other party (which
may include the Trustee) that made such P&I Advance shall be entitled to
receive, out of any amounts then on deposit in such Collection Account or
Distribution Account (subject to any limitations pursuant to Section 1.05 and/or
Section 3.05), 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 any P&I Advance made in respect of a delinquent Monthly Payment until
after the expiration of any applicable grace period relating thereto. Subject to
Section 3.19(e), a Master Servicer shall reimburse itself or the Trustee, as the
case may be, for any outstanding P&I Advance made in respect of any Loan for
which such Master Servicer is the applicable Master Servicer (or in respect of
any successor REO Loan with respect thereto), as soon as practicably possible
after funds available for such purpose are deposited in such Master Servicer's
Collection Account. 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.

            (e) Notwithstanding the foregoing, (i) neither a Master Servicer nor
the Trustee shall be required or permitted to make a P&I Advance for any
Companion Loan or Junior Loan or 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 or REO Loan in the Mortgage
Pool 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 applicable 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 such Loan or REO Loan, as the case may
be, net of the Appraisal Reduction Amount (or, in the case of an A Loan or any
successor REO Loan with respect thereto, the portion of the Appraisal Reduction
Amount in respect of the subject Loan Combination allocable to such A Loan or
REO Loan, as the case may be), and the denominator of which is equal to the
Stated Principal Balance of such Loan or REO Loan, as the case may be, 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 applicable 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
applicable 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.


                                     -250-
<PAGE>

            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 and other collections of principal on the Mortgage Pool
that were used to reimburse any Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts pursuant to Section 3.05(a) and/or Section 3.05(b), other
than payments and other collections of principal used to reimburse
Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts with respect to
Loans and REO Loans as to which a Final Recovery Determination has been made) of
the Mortgage Pool expected to be outstanding immediately following such
Distribution Date is less than (ii) then aggregate Certificate Principal Balance
of the Sequential Pay 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 Sequential
Pay Certificates shall be made by reducing the Class Principal Balance thereof
by the amount so allocated. Any Collateral Support Deficit allocated to a Class
of Sequential Pay Certificates shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced
thereby. 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 Class Principal Balance of the Class of Sequential
Pay Certificates in respect of which any such reimbursement is made.

            (b) On each Distribution Date, the Class Principal Balances of the
Sequential Pay Certificates will be reduced without distribution to the extent
of the portion 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 Classes of Sequential Pay Certificates as
follows: first, to the Class [__] Certificates, second, to the Class [__]
Certificates, third, to the Class [__] Certificates; fourth, to the Class [__]
Certificates; fifth, to the Class [__] Certificates; sixth, to the Class [__]
Certificates; seventh, to the Class [__] Certificates; eighth, to the Class [__]
Certificates; ninth, to the Class [__] Certificates; tenth, to the Class [__]
Certificates; eleventh, to the Class [__] Certificates; twelfth, to the Class
[__] Certificates; thirteenth, to the Class [___] Certificates; and fourteenth,
to the Class [___] Certificates, in each case, until the remaining Class
Principal Balance of each such Class of Certificates has been reduced to zero.
Following the reduction of the Class Principal Balances of all such Classes to
zero, any remaining Collateral Support Deficit shall be allocated among the
Class [__], Class [__], Class [__] and Class [__] Certificates, pro rata (based
upon the Class Principal Balance of each such Class), until the remaining Class
Principal 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) If, on any Distribution Date, any portion of a Collateral
Support Deficit is allocated to any particular Class of Sequential Pay
Certificates, then such portion of such Collateral Support Deficit shall, on
such Distribution Date, also be deemed allocated to such Class' Corresponding
Uncertificated Lower-Tier Interest(s), in reduction of the related Lower-Tier
Principal Amount(s). If a Class of Sequential Pay Certificates has two or more
Corresponding Uncertificated Lower-Tier Interests, then any portion of a
Collateral Support


                                     -251-
<PAGE>

Deficit allocable to such Corresponding Uncertificated Lower-Tier Interests, as
contemplated by the preceding sentence, shall be so allocated in the same
sequential order that deemed distributions of principal are to be made on such
Corresponding Uncertificated Lower-Tier Interests in accordance with Section
4.01(a), in each case until the Lower-Tier Principal Amount of the subject
Corresponding Uncertificated Lower-Tier Interest is reduced to zero.

            Section 4.05 Allocations of Uncovered Prepayment Interest Shortfall
Amounts. (a) The portion of any Uncovered Prepayment Interest Shortfall Amount
for any Distribution Date that is allocable to any particular Class of Regular
Certificates (other than the Class [__] Certificates) shall equal the product
of:

            (i) the total amount of such Uncovered Prepayment Interest Shortfall
      Amount (exclusive of any portion thereof allocable to the Class [__]
      Certificates in accordance with the next paragraph), multiplied by

            (ii) a fraction, the numerator of which is the Accrued Certificate
      Interest Amount with respect to the subject Class of Regular Certificates
      for such Distribution Date, and the denominator of which is the aggregate
      Accrued Certificate Interest Amount with respect to all of the Classes of
      Regular Certificates (other than the Class [__] Certificates) for such
      Distribution Date.

            The portion of any Uncovered Prepayment Interest Shortfall Amount
for any Distribution Date that is allocable to the Class [__] Certificates shall
equal the sum of the products obtained by multiplying, in the case of each
Specially Designated Co-op Loan that was the subject of a Prepayment Interest
Shortfall incurred during the related Due Period:

            (iii) the total amount of such Uncovered Prepayment Interest
      Shortfall Amount attributable to such Specially Designated Co-op Loan,
      multiplied by

            (iv) a fraction, the numerator of which is the Net Mortgage Rate for
      such Specially Designated Co-op Loan, over [__]%, and the denominator of
      which is the Net Mortgage Rate for such Specially Designated Co-op Loan.

            Any portion of an Uncovered Prepayment Interest Shortfall Amount for
any Distribution Date that is allocable to the Class [__] Certificates or the
Class [__] Certificates shall, in turn, be deemed allocated to the respective
Components of such Class of Certificates on a pro rata basis in accordance with
the respective Accrued Component Interest Amounts of such Components for such
Distribution Date.

            (b) Any portion of an Uncovered Prepayment Interest Shortfall Amount
for any Distribution Date that is allocable to any Class of Sequential Pay
Certificates with a single Corresponding Uncertificated Lower-Tier Interest
shall be deemed to have first been allocated to such Corresponding
Uncertificated Lower-Tier Interest; any portion of an Uncovered Prepayment
Interest Shortfall Amount for any Distribution Date that is allocable to any
Class of Sequential Pay Certificates with two or more Corresponding
Uncertificated Lower-Tier Interests shall be deemed to have first been allocated
to such Corresponding Uncertificated Lower-Tier Interests, on a pro rata basis
in accordance with their respective Uncertificated Accrued Interest Amounts for
such Distribution Date; any portion of an Uncovered Prepayment Interest
Shortfall


                                     -252-
<PAGE>

Amount for any Distribution Date that is allocable to any Component of the Class
[__] or Class [__] Certificates shall be deemed to have first been allocated to
the Corresponding Uncertificated Lower-Tier Interest for such Component; and any
portion of an Uncovered Prepayment Interest Shortfall Amount for any
Distribution Date that is allocable to the Class [__] Certificates shall be
deemed to have first been allocated to the Class [__] Lower-Tier Interest.

            Section 4.06 Certain Deemed Distributions and Allocations Relating
to Loan REMICs. (a) On each Distribution Date, the portion of the Available
Distribution Amount for such Distribution Date that is attributable to any Loan
in a Loan REMIC or any successor REO Loan with respect thereto shall be deemed
to have been distributed from such Loan REMIC to the Lower-Tier REMIC for the
following purposes and in the following order of priority, in each case to the
extent of the remainder of such funds:

            (i) as deemed distributions of interest with respect to the related
      Loan REMIC Regular Interest, up to the Optimal Interest Distribution
      Amount for such Loan REMIC Regular Interest for such Distribution Date;

            (ii) as deemed distributions of principal with respect to the
      related Loan REMIC Regular Interest, up to the excess, if any, of the Loan
      REMIC Principal Amount of such Loan REMIC Regular Interest immediately
      prior to such Distribution Date, over the Stated Principal Balance of the
      related Loan or REO Loan that will be outstanding immediately following
      such Distribution Date; and

            (iii) as deemed distributions with respect to the related Loan REMIC
      Regular Interest, up to an amount equal to, and in reimbursement of, any
      unreimbursed reductions in the related Loan REMIC Principal Amount
      pursuant to Section 4.06(b) (with compounded interest on the aggregate
      unreimbursed amount of such reductions in respect of such Loan REMIC
      Regular Interest from time to time at the related Loan REMIC Remittance
      Rate in effect from time to time).

            Any Yield Maintenance Charge or Static Prepayment Premium
distributed to any Class of Regular Certificates on any Distribution Date that
is allocable to any Loan in a Loan REMIC or any successor REO Loan with respect
thereto shall, in each case, be deemed to have been distributed from such Loan
REMIC to the Lower-Tier REMIC in respect of the related Loan REMIC Regular
Interest.

            Amounts distributed on any Loan REMIC Regular Interest, pursuant to
this Section 4.06(a), on any Distribution Date shall constitute part of the
amounts distributable on such Distribution Date pursuant to Section 4.01(a)
and/or Section 4.01(b).

            (b) On each Distribution Date, following the deemed distributions to
be made in respect of the Loan REMIC Regular Interests pursuant to Section
4.06(a), the Loan REMIC Principal Amount of each Loan REMIC Regular Interest
(after taking account of such deemed distributions) shall be reduced, if and to
the extent necessary, to equal the Stated Principal Balance of the related Loan
or REO Loan, as applicable, that will be outstanding immediately following such
Distribution Date. Any such unfunded reduction in the Loan REMIC Principal


                                     -253-
<PAGE>

Amount of any Loan REMIC Regular Interest shall be deemed to constitute an
allocation of losses and Additional Trust Fund Expenses.

(c) The portion, if any, of any Uncovered Prepayment Interest Shortfall Amount
for any Distribution Date that is attributable to any Loan in a Loan REMIC shall
be allocated to the related Loan REMIC Regular Interest.

            Section 4.07 Grantor Trust Reporting. (a) The parties intend that
the portion of the Trust Fund consisting of Excess Interest 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 such portion 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 [__] 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 Certificates shall consist of
[__] Classes with the following respective alphabetic or alphanumeric Class
designations: "[__]", "[__]", "[__]", "[__]", "[__]", "[__]", "[__]", "[__]",
"[__]", "[__]", "[__]", "[__]", "[__]", "[__]" "[__]", "[__]", "[__]", "[__]",
"[__]", "[__]", "[__]" and "[__]", 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 Regular Certificates (other
than the Class [__] 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 Class [__] Certificates shall be initially issued as
Definitive Certificates. The Regular 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 $[__________] (or, in the case
of the Interest-Only Certificates, $[__________]) and any whole dollar
denomination in excess thereof. The


                                     -254-
<PAGE>

Class [__] and Class [__] Certificates will be issuable only in denominations
representing Percentage Interests in the related Class of not less than [__]%.

            (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 [__________________]) 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
Servicers and the Special Servicers 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


                                     -255-
<PAGE>

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, any Master Servicer, either 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


                                     -256-
<PAGE>

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 subject Class of Book-Entry
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 Rule 144A Global Certificate with respect to the subject
Class of Book-Entry Certificates, as applicable, 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 subject Class of Book-Entry 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


                                     -257-
<PAGE>

reduce the denomination of the Regulation S Global Certificate with respect to
the subject Class of Book-Entry Certificates, as applicable, 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, the
Initial Purchaser, the Master Servicers, the Special Servicers 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


                                     -258-
<PAGE>

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 [__] or Class [__] 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, any Master
Servicer, either Special Servicer, any Primary Servicer, any Sub-Servicer, any
Person responsible for the servicing and administration of Loan B and/or Loan C
or any Borrower with respect to Loans constituting more than [__]% of the
aggregate unamortized principal of all the 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 [__] or Class [__]
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, any applicable Master Servicer, either Special Servicer, any Primary
Servicer, any Sub-Servicer, any Person responsible for the servicing and
administration of Loan B and/or Loan C or any Borrower with respect to Loans
constituting more than [__]% of the aggregate unamortized principal of all the
Loans determined as of the Closing Date, or by any Affiliate of such Person, and
(Z) agrees that it will obtain from each of


                                     -259-
<PAGE>

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 [__] 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 [__] Certificate are
expressly subject to the following provisions:

                  (A) Each Person holding or acquiring any Ownership Interest in
            a Class [__] 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 [__] Certificate, the Certificate Registrar
            shall require delivery to it, and shall not register the Transfer of
            any Class [__] 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 [__] 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 [__] 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


                                     -260-
<PAGE>

            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 [__]
            Certificate to such proposed Transferee shall be effected.

                  (D) Each Person holding or acquiring any Ownership Interest in
            a Class [__] 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 [__] Certificate and
            (2) not to transfer its Ownership Interest in such Class [__]
            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 [__] 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 [__] Certificate if it is, or is
            holding an Ownership Interest in a Class [__] Certificate on behalf
            of, a "pass-through interest holder".

            (ii) (A) If any purported Transferee shall become a Holder of a
      Class [__] Certificate in violation of the provisions of this Section
      5.02(d), then the last preceding Holder of such Class [__] 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 [__] 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 [__] Certificate that is in fact not
      permitted by this Section 5.02(d) or for making any payments due on such
      Certificate to the Holder thereof or for taking any other action with
      respect to such Holder under the provisions of this Agreement.

                  (B) If any purported Transferee shall become a Holder of a
            Class [__] 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 [__] 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 [__]
            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 [__]
            Certificate or any other Person as a result of its exercise of such
            discretion. Such purported Transferee shall promptly endorse and
            deliver such Class [__] Certificate in accordance with the
            instructions of the Trustee. Such Permitted Transferee may be the
            Trustee itself or any Affiliate of the Trustee.


                                     -261-
<PAGE>

            (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 [__]
      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 sole
      class of residual interests in each Trust REMIC 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 [__] 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 the downgrading, withdrawal or
            qualification of the then-current rating assigned by such Rating
            Agency to any Certificate; 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 Trust REMIC to cease to
            qualify as a REMIC or be subject to an entity-level tax caused by
            the Transfer of any Class [__] 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 [__] 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.


                                     -262-
<PAGE>

            (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, expense 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, an updated copy of
the Certificate Register.

            Section 5.03 Book-Entry Certificates. (a) The Regular Certificates
(exclusive of the Class [__] 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. 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.


                                     -263-
<PAGE>

            (b) Except as expressly provided to the contrary herein, the
Depositor, each Master Servicer, each 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, any Master Servicer, either 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


                                     -264-
<PAGE>

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 presentment for registration of transfer, the
Depositor, the Master Servicers, the Special Servicers, 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, any 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 (although the
Trustee has no obligation to obtain any such information). 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.

            (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.


                                     -265-
<PAGE>

                                   ARTICLE VI

          THE DEPOSITOR, THE MASTER SERVICERS AND THE SPECIAL SERVICERS

            Section 6.01 Liability of the Depositor, the Master Servicers and
the Special Servicers. The Depositor, the Master Servicers and the Special
Servicers shall each be liable in accordance herewith only to the extent of the
respective obligations specifically imposed upon and undertaken by the
Depositor, each Master Servicer and each Special Servicer herein.

            Section 6.02 Merger, Consolidation or Conversion of the Depositor,
the Master Servicers or the Special Servicers. (a) Subject to subsection (b)
below, the Depositor, each Master Servicer and each 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 enforceability of the Loans and to perform its
respective duties under this Agreement.

            (b) The Depositor, each Master Servicer and each Special Servicer
may each 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, such Master Servicer or such Special
Servicer shall be a party, or any Person succeeding to the business of the
Depositor, such Master Servicer or such Special Servicer, shall be the successor
of the Depositor, such Master Servicer or such 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, Master Servicer No.1, Master Servicer
No. 2, Master Servicer No. 3, Special Servicer No. 1 or Special Servicer No. 2,
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 and, in the
case of the Master Servicer or Special Servicer for the Loan A Total Loan or any
related REO Property, the classes of securities evidencing interests in, or
secured by, any Loan A Companion Loan or any successor REO Loan with respect
thereto) that have been so rated (as evidenced by a letter to such effect from
each Rating Agency, including, if applicable, Fitch, obtained at the expense of
the Person resulting from such merger or consolidation or succeeding to such
business).

            Section 6.03 Limitation on Liability of the Trustee, the Depositor,
the Master Servicers, the Special Servicers and Others. (a) None of the
Depositor, the Trustee, any Master Servicer, either 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 Junior 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, any Master Servicer and/or either Special Servicer against any breach
of warranties or representations made by such party herein or any liability
which would otherwise


                                     -266-
<PAGE>

be imposed by reason of willful misfeasance, bad faith or negligence in the
performance of its duties or by reason of negligent disregard of its obligations
and duties hereunder. The Depositor, each Master Servicer, each Special
Servicer, the Trustee and any director, officer, employee or agent of the
Depositor, the Trustee, any Master Servicer or either 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, each Master Servicer, each 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 and/or any affected Companion Loan Holder(s) and/or
Junior Loan Holder(s), out of amounts on deposit in a Collection Account, the
Distribution Account or, if applicable, a Companion Loan Custodial Account or a
Junior Loan Custodial Account, all as provided in Section 3.04 and Section 3.05,
against any loss, liability or expense incurred in connection with or relating
to this Agreement, the Loans, any Serviced Companion Loan, any Junior Loan or
the Certificates (including the distribution or posting of reports or other
information as contemplated by this Agreement), other than any loss, liability
or expense: (i) specifically required to be borne 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; provided that this provision is in no way
intended to apply to the payment of servicing compensation, the reimbursement of
Advances or the payment of interest on Advances, which the parties hereto
acknowledge are expressly addressed elsewhere in this Agreement; and provided,
further, that this provision is not intended to apply to ordinary expenses
(including allocable overhead) incurred in the customary performance by a Master
Servicer or Special Servicer of its duties hereunder or any expenses that would
not constitute "unanticipated expenses incurred by the REMIC" within the meaning
of Treasury regulations section 1.860G-1(b)(iii).

            (b) None of the Depositor, the Trustee, any Master Servicer or
either 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, any Master Servicer, either 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, such Master Servicer, such Special Servicer and the Trustee shall be
entitled to be reimbursed therefor out of amounts on deposit in a Collection
Account, the Distribution Account or, if applicable, a Companion Loan Custodial
Account or a Junior Loan Custodial Account, all as provided in Section 3.04 and
Section 3.05.


                                     -267-
<PAGE>

            (c) Each Master Servicer and 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 such Master Servicer or 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 such Master Servicer or 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. Master Servicer No. 1 agrees to
indemnify each Loan A Companion Loan Holder to the same extent that it agrees to
indemnify the Trust Fund pursuant to the preceding sentence. Each Master
Servicer and 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 applicable Master Servicer
or the applicable 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 or
the Trustee to indemnification hereunder, whereupon such 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 a Master Servicer
or Special Servicer, as the case may be, shall not affect any rights that the
Trust Fund or the Trustee may have to indemnification under this Agreement or
otherwise, unless such 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 hereunder.

            The Depositor shall immediately notify the Trustee, the applicable
Master Servicer or the applicable Special Servicer, as applicable, if a claim is
made by a third party with respect to this Agreement or the Loans entitling the
Depositor to indemnification hereunder, whereupon such 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 a 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
such 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 each Master Servicer, each 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


                                     -268-
<PAGE>

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 applicable Master Servicer, the applicable 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 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
and the termination or resignation of the indemnifying party.

            The Trustee agrees to indemnify each Master Servicer, each 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,
the applicable Master Servicer or the applicable 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 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 Servicers and Special Servicers Not to Resign.
Subject to the provisions of Section 6.02, no Master Servicer or Special
Servicer shall resign from its obligations and duties hereunder except upon (a)
a determination that such party's duties hereunder are no longer permissible
under applicable law or (b) upon the appointment of, and the acceptance of such
appointment by, a successor to the resigning Master Servicer or Special
Servicer, as applicable, and, at the expense of the resigning Master Servicer or
Special Servicer, as applicable, receipt by the Trustee of written confirmation
from each applicable Rating Agency (including, if applicable, Fitch) 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 (or, in the case of the Master Servicer or
Special Servicer for the Loan A Total Loan or any related REO Property, any
class of securities evidencing an interest in, or secured by, any Loan A
Companion Loan or any successor REO Loan with respect thereto). Any such
determination permitting the resignation of a Master Servicer or Special
Servicer pursuant to above clause (a) of the preceding sentence shall be


                                     -269-
<PAGE>

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 a Master Servicer
or Special Servicer shall become effective until the Trustee or another
successor thereto shall have assumed the resigning Master Servicer's or Special
Servicer's, as applicable, responsibilities and obligations in accordance with
Section 7.02. This section shall not apply to any "deemed resignation" imposed
under any other section of this Agreement except to the extent expressly set
forth in that other section.

            Section 6.05 Rights of the Depositor in Respect of the Master
Servicers and the Special Servicers. The Depositor may, but is not obligated to,
enforce the obligations of the Master Servicers and the Special Servicers
hereunder and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of a Master Servicer or Special Servicer
hereunder or exercise the rights of a Master Servicer or Special Servicer, as
applicable, hereunder; provided, however, that any such Master Servicer or
Special Servicer shall not be relieved of any of its 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 a
Master Servicer or Special Servicer and is not obligated to supervise the
performance of the Master Servicers or the Special Servicers 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 a Master Servicer to (A) deposit into a
      Collection Account, a Companion Loan Custodial Account, a Junior Loan
      Custodial Account, a Servicing Account, a Cash Collateral Account or a
      Lock-Box Account any amount required to be so deposited by it pursuant to
      this Agreement, which failure is not cured within two Business Days after
      such deposit was required to be made, or (B) deposit into, or remit to the
      Trustee for deposit into, the Excess Interest Distribution Account, the
      Excess Liquidation Proceeds Account, the Interest Reserve Account or the
      Distribution Account, as applicable, any amount (including a P&I Advance
      or a payment to cover a Prepayment Interest Shortfall) required to be so
      deposited or remitted by it on any Master Servicer Remittance Date, which
      failure is not cured by 11:00 a.m. New York City time on the related
      Distribution Date (and such Master Servicer shall pay to the Trustee, for
      the account of the Trustee, interest on such late remittance at the
      Reimbursement Rate from and including the subject Master Servicer
      Remittance Date to but excluding the subject Distribution Date), or (C)
      make any Servicing Advance required to be made by it pursuant to this
      Agreement, which failure remains uncured for [15] 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
      (D) any failure to make a required


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      remittance to a Serviced Companion Loan Holder, which failure remains
      uncured for two Business Days following receipt of notice thereof; or

            (ii) any failure by a Special Servicer to deposit into, or to remit
      to the applicable Master Servicer for deposit into, a Collection Account,
      a Junior Loan Custodial Account, a Companion Loan Custodial Account, a
      Servicing Account or an REO Account, or to deposit into, or to remit to
      the Trustee for deposit into, the Distribution Account any amount required
      to be so deposited or remitted by such Special Servicer pursuant to the
      terms of this Agreement, which failure is not cured within two Business
      Days after such deposit or remittance was required to be made, provided,
      however, that if a Special Servicer fails to make any deposit or
      remittance so required to be made by such Special Servicer, and the
      applicable Master Servicer is required to make an Advance for such amount,
      such Special Servicer shall pay to the applicable Master Servicer for
      deposit into the applicable Collection Account, interest on such late
      deposit or 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 a Master Servicer or Special
      Servicer to duly observe or perform in any material respect any other of
      the covenants or agreements on the part of such Master Servicer or Special
      Servicer, as the case may be, 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 such Master
      Servicer or Special Servicer, as the case may be, by any other party
      hereto and, with respect to any Loan Combination, by any related Companion
      Loan Holder or Junior Loan Holder, as applicable, or to such Master
      Servicer or Special Servicer, as the case may be, 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, such Master
      Servicer or Special Servicer, as the case may be, shall have an additional
      cure period of 30 days to effect such cure so long as such Master Servicer
      or 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 a Master Servicer or a 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
      such Master Servicer or Special Servicer, as the case may be, by any other
      party hereto and, with respect to any Loan Combination, by any related
      Companion Loan Holder or Junior Loan Holder, as applicable, or to such
      Master Servicer or 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, such Master Servicer or


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<PAGE>

      Special Servicer, as the case may be, shall have an additional cure period
      of 30 days to effect such cure so long as such Master Servicer or 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
      a Master Servicer or a Special Servicer and such decree or order shall
      have remained in force undischarged or unstayed 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,
      such Master Servicer or Special Servicer, as the case may be, shall have
      an additional period of [30] days to effect such discharge, dismissal or
      stay so long as it 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;

            (vi) a Master Servicer or 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 such
      Master Servicer or Special Servicer or relating to all or substantially
      all of its property; or

            (vii) a Master Servicer or 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) a Master Servicer is removed from S&P's approved master
      servicer list or a Special Servicer (other than [____________] acting in
      its capacity as Special Servicer of those Group 3 Loans that are secured
      by Mortgaged Properties other than residential cooperative properties) is
      removed from S&P's approved special servicer list, and such Master
      Servicer or Special Servicer, as the case may be, is not reinstated to
      that list within [60] days after its removal therefrom or, with respect to
      [____________] acting in its capacity as Special Servicer of those Group 3
      Loans that are secured by Mortgaged Properties other than residential
      cooperative properties, S&P has notified the Trustee in writing that
      [____________] is no longer acceptable as Special Servicer for those Group
      3 Loans, unless, within [60] days of the Trustee's receipt of such notice,
      either (x) S&P has notified the Trustee in writing that [____________] is
      once again acceptable as Special Servicer for those Loans or (y) an
      acceptable successor has been appointed and approved by S&P (provided that
      no approval by S&P shall be required if Special Servicer No. 1 shall act
      as successor Special Servicer of such Group 3 Loans as provided below) in
      respect of those Loans; provided, however, that [____________] may elect
      to cure any


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<PAGE>

      such Event of Default with respect to it acting in the capacity of Special
      Servicer in respect of those Group 3 Loans that are secured by Mortgaged
      Properties other than residential cooperative properties by requiring that
      the special servicing of such Group 3 Loans be transferred to Special
      Servicer No. 1 hereunder (and in such event, Special Servicer No. 1 shall
      accept such appointment) (provided that [____________] shall bear all
      costs and expenses associated with such transfer of special servicing for
      those Group 3 Loans that are secured by Mortgaged Properties other than
      residential cooperative properties and for any amendments to this
      Agreement necessary to effectuate the servicing of such Loans or any
      related REO Properties by a Special Servicer other than [____________]);
      or

            (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 of clause (A) or (B), citing servicing
      concerns with a Master Servicer or a Special Servicer as the sole or a
      material factor in such rating action; or

            (x) Moody's has (A) qualified, downgraded or withdrawn its rating or
      ratings of one or more classes of securities evidencing interest in, or
      secured by, a Loan A Companion Loan or any successor REO Loan with respect
      thereto, or (B) placed one or more classes of such securities 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 of clause (A)
      or (B), citing servicing concerns with the Master Servicer or Special
      Servicer for Loan A Total Loan or any related REO Property as the sole or
      a material factor in such rating action; or

            (xi) the Master Servicer for the Loan A Total Loan or any related
      REO Property fails to be rated at least "[___]" by Fitch or the Special
      Servicer for the Loan A Total Loan or any related REO Property fails to be
      rated at least "[__]" by Fitch, in each case at any time that any Loan A
      Companion Loan or any successor REO Loan with respect thereto is included
      in a commercial mortgage securitization rated by Fitch.

            When a single entity acts in two or more of the capacities of Master
Servicer No. 1, Master Servicer No. 2, Master Servicer No. 3, Special Servicer
No. 1 and Special Servicer No. 2, an Event of Default (other than an event
described in clauses (viii) and (ix) above) in one capacity shall constitute an
Event of Default in all such capacities.

            If any Event of Default shall have occurred with respect to a Master
Servicer or a Special Servicer and a Responsible Officer has actual knowledge of
such Event of Default, the Trustee shall provide notice of such Event of Default
to each affected Companion Loan Holder and Junior Loan Holder.

            (b) If any Event of Default with respect to a Master Servicer or
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur


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<PAGE>

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, each related
Companion Loan Holder and/or Junior Loan Holder, as applicable, all of the
rights and obligations of the Defaulting Party under this Agreement and in and
to the Loans, the Serviced Companion Loans and the Junior Loans and the proceeds
thereof; provided, however, that the Defaulting Party shall be entitled to the
payment of any and all compensation, indemnities and reimbursements accrued by
or owing to it on or prior to the date of such termination, as well as such
similar amounts due to it thereafter, if any, including (subject to reduction in
accordance with Section 3.11(a)) with respect to the related Excess Servicing
Strip and Assignable Primary Servicing Fees (in the case of a Master Servicer),
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, the Serviced Companion Loans, the Junior Loans or
otherwise, shall pass to and be vested in the Trustee pursuant to and under this
Section, and, without limitation, the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of and at the expense of the Defaulting Party,
as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the
transfer and endorsement or assignment of the Loans, the Serviced Companion
Loans, the Junior Loans and related documents, or otherwise.

            Each Master Servicer and each Special Servicer agrees 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 such Master Servicer's or Special Servicer's, as the case may
be, functions hereunder, and shall reasonably cooperate with the Trustee in
effecting the termination of such Master Servicer's or 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 such Master Servicer to the applicable Collection Account
or any Companion Loan Custodial Account, Junior Loan Custodial Account,
Servicing Account, Cash Collateral Account or Lock-Box Account or by such
Special Servicer to the applicable REO Account, as the case may be, or
thereafter be received with respect to any Loan, any Serviced Companion Loan,
any Junior Loan or any REO Property (provided, however, that such Master
Servicer or Special Servicer, as the case may be, 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 a terminated Master Servicer) or
otherwise, as well as amounts due to it thereafter, if any, and it and its
directors, partners, members, managers, shareholders, officers, employees and
agents shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such termination).


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<PAGE>

            (c) The Holder or Holders of Certificates more than [50]% of the
Class Principal Balance of the Controlling Class shall, subject to the
provisions of the following paragraph, be entitled to terminate the rights and
obligations of either Special Servicer under this Agreement, with or without
cause, upon 10 Business Days' notice to the Master Servicers, the Special
Servicers 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
(such writing to be obtained by and at the expense of such Holders), the
proposed replacement of a 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 (including, if applicable, Fitch) with respect
to any Class of then outstanding Certificates (or, in the case of the Special
Servicer for the Loan A Total Loan, any related REO Property, any class of
securities evidencing an interest in, or secured by, a Loan A Companion Loan or
any successor REO Loan with respect thereto) that is rated, and (iii) the
Trustee shall have received (A) an Acknowledgment of Proposed Special Servicer
in the form attached hereto as Exhibit R, 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 R, 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. Such terminated Special
Servicer shall take all reasonable actions necessary to promptly transfer its
rights and obligations hereunder to its successor.

            The foregoing paragraph notwithstanding, the Holder or Holders of
more than [50]% of the Class Principal Balance of the Controlling Class shall
not have the right to terminate Special Servicer No. 1 in respect of the Loan A
Total Loan if the Loan A Controlling Holder has, pursuant to Section 3.32
previously terminated and replaced Special Servicer No. 1 in respect of the Loan
A Total Loan. If a Special Servicer has been appointed specifically for the Loan
A Total Loan pursuant to Section 3.32, then any replacement of Special Servicer
No. 1 pursuant to the prior paragraph shall apply solely to Special Servicer No.
1 and the portion of the Mortgage Pool (exclusive of the Loan A Total Loan or
any successor REO Loans with respect thereto) for which Special Servicer No. 1
is responsible.

            No penalty or fee shall be payable to a 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 Persons who effected such termination, if the termination was
without cause, and otherwise by the terminated Special Servicer.


                                     -275-
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            If the Controlling Class Certificates are held in book-entry form,
then the related Certificate Owners with beneficial interests in Controlling
Class Certificates representing more than [50]% of the Class Principal Balance
of the Controlling Class, may exercise the same rights set forth above in this
Section 7.01(c) to which they would otherwise be entitled if they were
Certificateholders.

            (d) Each 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. If Master
Servicer No. 1's servicer rating is downgraded by Moody's, S&P or, if any Loan A
Companion Loan or any successor REO Loan with respect thereto is included in a
commercial mortgage securitization rated by Fitch, Fitch, Master Servicer No. 1
shall, within 30 Business Days thereof, notify the Trustee and each Loan A
Companion Loan Holder of such downgrade.

            (e) If any Event of Default occurs under Section 7.01(a)(i) with
respect to any deposit, payment or remittance with respect to any Loan A
Companion Loan or any Event of Default occurs under Section 7.01(a)(viii),
7.01(a)(x) or 7.01(a)(xi) with respect to Master Servicer No. 1 and Master
Servicer No. 1 is not otherwise terminated in accordance with this Section
7.01(b), then, at the request of any affected Loan A Companion Loan Holder, the
Trustee shall require Master Servicer No. 1 to appoint, within [30] days of the
Trustee's request, a Sub-Servicer (or, if the Loan A Total Loan is currently
being sub-serviced, to replace, within [30] days of the Trustee's request, the
then-current Sub-Servicer with a new Sub-Servicer) with respect to the Loan A
Total Loan; provided that none of the Loan A Companion Loan Holders, may
terminate, or require the Trustee to terminate, Master Servicer No. 1. Master
Servicer No. 1 may not so appoint a Sub-Servicer until it has obtained a
confirmation of no downgrade, withdrawal or qualification of the ratings of the
Certificates and of any securities backed by a Loan A Companion Loan from each
Rating Agency (including, if applicable, Fitch). The related Sub-Servicing
Agreement shall provide that any Sub-Servicer so appointed by Master Servicer
No. 1 shall be responsible for all duties, and shall be entitled to all
compensation, of Master Servicer No. 1 under this Agreement with respect to the
Loan A Total Loan. Such Sub-Servicing Agreement shall also provide that such
Sub-Servicer shall agree to become the master servicer under a separate
servicing agreement (as contemplated by the related Intercreditor Agreement) if
neither the Loan A Total Loan nor any related REO Property is being serviced and
administered hereunder, which separate servicing agreement shall contain
servicing and administration, limitation of liability, indemnification and
servicing compensation provisions substantially similar to the corresponding
provisions of this Agreement, except for the fact that the Loan A Total Loan
and/or the related Mortgaged Property shall be the sole assets serviced and
administered thereunder and the sole source of funds thereunder. If any
Sub-Servicer so appointed by Master Servicer No. 1 shall at any time resign or
be terminated, Master Servicer No. 1 shall promptly appoint a substitute
Sub-Servicer, which appointment shall be subject to the Master Servicer No. 1's
having obtained a confirmation of no downgrade, withdrawal or qualification of
the ratings of the Certificates and of any securities backed by a Loan A
Companion Loan from each Rating Agency (including, if applicable, Fitch) prior
to such appointment. If a successor Master Servicer No. 1 is acting hereunder
and desires to terminate any Sub-Servicer appointed pursuant to this paragraph,
the terminated Master Servicer No.1 that was responsible for the Event of
Default that led to the appointment of such Sub-Servicer shall


                                     -276-
<PAGE>

be responsible for all costs incurred in connection with such termination,
including the payment of any termination fee. The appointment of any
Sub-Servicer as provided in this Section 7.01(e) shall be deemed a cure of the
Event of Default that led to the appointment of such Sub-Servicer, but only
insofar as such Event of Default relates to a Loan A Companion Loan or any
securities backed thereby and does not adversely affect any Class of
Certificateholders. Such cure shall not extend to any other Event of Default
hereunder.

            Section 7.02 Trustee to Act; Appointment of Successor. On and after
the time a Master Servicer or 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
such Master Servicer or Special Servicer, as the case may be, in all respects in
its capacity as a Master Servicer or Special Servicer, as applicable, 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 such 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 a 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 a Special Servicer. The
Trustee in its capacity as successor to a Master Servicer or Special Servicer
shall not be liable for any of the representations and warranties of such Master
Servicer or Special Servicer, as the case may be, herein or in any related
document or agreement, for any acts or omissions of the predecessor Master
Servicer or Special Servicer, as the case may be, or for any losses incurred by
the predecessor Master Servicer or Special Servicer, as the case may be,
pursuant to Section 3.06 hereunder, nor shall the Trustee be required to
purchase any Loan hereunder.

            As compensation therefor, the Trustee as a successor Master Servicer
shall be entitled to all Master Servicing Fees and other compensation relating
to the applicable Loans, Serviced Companion Loans, Junior Loans and REO Loans to
which the predecessor Master Servicer would have been entitled to if such Master
Servicer had continued to act hereunder, including but not limited to any income
or other benefit from any Permitted Investment of funds in a Master Servicer
Account maintained thereby pursuant to Section 3.06), and as successor to a
Special Servicer shall be entitled to the Special Servicing Fees to which the
predecessor Special Servicer would have been entitled if such Special Servicer
had continued to act hereunder. Notwithstanding the foregoing, the Trustee shall
not (subject to Section 3.11(a)) be entitled to receive any Excess Servicing
Strip or Assignable Primary Servicing Fees. If the Trustee succeeds to the
capacity of a Master Servicer or Special Servicer hereunder, the Trustee shall
be afforded the same standard of care and liability hereunder as such Master
Servicer or Special Servicer, as the case may be, notwithstanding anything in
Section 8.01 to the contrary, but only


                                     -277-
<PAGE>

with respect to actions taken by it in its role as a 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 a Master Servicer or Special Servicer, as the case may
be, 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
hereunder to the departing Master Servicer or Special Servicer, as applicable,
in the assumption of all or any part of the responsibilities, duties or
liabilities of such Master Servicer or Special Servicer, as the case may be,
hereunder. No appointment of a successor to a Master Servicer or Special
Servicer under this Section 7.02 shall be effective until (i) each of the Rating
Agencies (including, if applicable, Fitch) shall have confirmed in writing that
its then-current rating (if any) of each Class of Certificates (and, in the case
of the Master Servicer or Special Servicer for the Loan A Total Loan or any
related REO Property, each class of rated securities evidencing an interest in,
or secured by, a Loan A Companion Loan or any successor REO Loan with respect
thereto) will not be qualified (as applicable), downgraded or withdrawn by
reason thereof and (ii) the assumption in writing by the successor to such
Master Servicer or Special Servicer, as the case may be, of all the
responsibilities, duties and liabilities as a Master Servicer or Special
Servicer, as the case may be, hereunder that arise thereafter. Pending the
appointment of a successor to a Master Servicer or Special Servicer hereunder,
unless the Trustee shall be prohibited by law from so acting, the Trustee shall
act in such capacity as hereinabove provided.

            In connection with such appointment and assumption of a successor to
a 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; 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 Servicers, the Special Servicers and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Any reasonable 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 a Master Servicer or Special Servicer pursuant to Section 6.04,
any termination of a Master Servicer or Special Servicer pursuant to Section
7.01 or any appointment of a successor to a Master Servicer or 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 that a Responsible Officer of the Trustee has actual


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<PAGE>

knowledge of the identities thereof, to each affected Companion Loan Holder, if
any, and Junior Loan Holder, if any.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after the Trustee would be
deemed to have notice of the occurrence of such an event in accordance with
Section 8.02(vii) a Responsible Officer of the Trustee shall transmit by mail to
the Depositor, all Certificateholders and, to the extent that a Responsible
Officer of the Trustee has actual knowledge of the identities thereof, each
affected Companion Loan Holder, if any, and Junior Loan Holder, if any, notice
of such occurrence, unless such default shall have been cured.

            Section 7.04 Waiver of Events of Default. The Holders of
Certificates representing at least [66 2/3]% of the Voting Rights allocated to
each Class of Certificates affected by any Event of Default hereunder may waive
such Event of Default within 20 days of the receipt of notice from the Trustee
of the occurrence of such Event of Default; provided, however, that an Event of
Default under clause (i) or (ii) of Section 7.01(a) may only 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 a 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)(C)
has expired) by such Master Servicer with respect to Servicing Advances to the
extent a Responsible Officer of the Trustee has been notified in writing or a
Responsible Officer of the Trustee otherwise has actual knowledge 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 applicable Master Servicer's rights with respect to Advances
hereunder, including, without limitation, such 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; provided, however, that if
Advances made by both the Trustee and a 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 applicable Master Servicer for such
Advances. The Trustee shall be


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<PAGE>

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, any Master
Servicer or either 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;


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<PAGE>

            (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 a 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 any Master Servicer or either 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


                                     -281-
<PAGE>

      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 applicable Master Servicer or, if paid by the Trustee,
      shall be repaid by the applicable 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 any Master Servicer, either Special Servicer or the Directing
      Certificateholder (unless the Trustee is acting as a Master Servicer, a
      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 and expressed intentions of the Trustee in
Sections 2.01, 2.02, 2.04 and 10.07 and the representations and warranties of
the Trustee in Section 8.13, shall be taken as the statements of the Depositor,
the applicable Master Servicer or the applicable Special Servicer, as the case
may be, and the Trustee assumes no responsibility for their correctness. The
Trustee does not make any


                                     -282-
<PAGE>

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 any Collection Account or any other account by or on behalf of
the Depositor, any Master Servicer or either Special Servicer. 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, any Master Servicer or either 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, any Master Servicer, either
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; Reimbursements and Other
Payments to 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 and REO Loan in
the Mortgage Pool, which shall cover recurring and otherwise reasonably
anticipated expenses of the Trustee. With respect to each Loan and REO Loan in
the Mortgage Pool, the Trustee Fee shall accrue from time to time on the same
interest accrual basis (i.e., either an Actual/360 Basis or a 30/360 Basis, as
applicable) as is applicable to such Loan or REO Loan, as the case may be. 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) 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), 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. Notwithstanding the foregoing, this Section 8.05(b) shall not apply to
the reimbursement of Advances or the payment of interest thereof, it being
acknowledged that such reimbursement and/or payment is otherwise expressly
provided for herein.

            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, trust company or national 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


                                     -283-
<PAGE>

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, any Master Servicer or either Special Servicer
(except during any period when the Trustee is acting as, or has become successor
to, a Master Servicer or 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 "[__]" or higher by S&P and "[___]" or higher by Moody's (or such entity
as would not, as evidenced in writing by such Rating Agency, result in the
qualification (as applicable), downgrading or withdrawal of any of the
then-current ratings then assigned thereby to the Certificates).

            If such corporation, national bank, 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, national 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 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 Servicers, the
Special Servicers and all Certificateholders. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee acceptable
to the Master Servicers, in their reasonable discretion, 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 Servicers, the Special Servicers, the
Certificateholders, the Companion Loan Holders and the Junior 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 any of the Master Servicers, 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


                                     -284-
<PAGE>

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 Servicers 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 Servicers, the Special Servicers, the
Certificateholders, the Companion Loan Holders and the Junior 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 Master Servicer No. 1, 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 Servicers and the
remaining Master Servicers and Certificateholders by Master Servicer No. 1. 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 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 Servicers, the Special Servicers 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 Servicers, the Special Servicers 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.


                                     -285-
<PAGE>

            (c) Upon acceptance of appointment by a successor Trustee as
provided in this Section 8.08, Master Servicer No. 1 shall mail notice of the
succession of such Trustee hereunder to the Depositor, the Special Servicers,
the remaining Master Servicers and the Certificateholders. Each Master Servicer
shall mail a copy of such notice to each holder of a Companion Loan or Junior
Loan as to which such Master Servicer is the applicable Master Servicer. If any
Master Servicers shall fail to so mail such notice or a copy thereof, as
applicable, within [10] days (or, in the case of a mailing to a Companion Loan
Holder or Junior Loan Holder, [20] days) after acceptance of appointment by the
successor Trustee, such successor Trustee shall cause such notice to be mailed
at the expense of the defaulting 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
Servicers 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 Master Servicers
and the Trustee may consider necessary or desirable. If a Master Servicer shall
not have joined in such appointment within [15] days after the receipt by it or
them, as applicable, of a request to do so, or in case an Event of Default shall
have occurred and be continuing, the Trustee (together with the joining Master
Servicer(s) or, if none of the Master Servicers have so joined, 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 a Master Servicer or 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


                                     -286-
<PAGE>

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 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 Servicers 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 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


                                     -287-
<PAGE>

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 Certificateholder,
Certificate Owner or prospective purchaser of a Certificate or any interest
therein, the Depositor, the Master Servicers, the Special Servicers, the
Directing Certificateholder, any Rating Agency, the Underwriters, with respect
to any Loan Combination, the related Companion Loan Holder(s) and/or Junior Loan
Holder(s), 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 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 10.01, (B) 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, (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 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 Serviced Loan, Serviced Companion Loan or Junior
Loan entered into by a Master Servicer or a 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 a 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 this Agreement and delivered to the Trustee, (J)
information provided to the Trustee regarding the occurrence of Servicing
Transfer Events as to the Loans, (K) any and all Sub-Servicing Agreements
provided to the Trustee and any amendments thereto and modifications thereof,
(L) any and all property inspection reports conducted by or on behalf of any
Master Servicer or Special Servicer in respect of any Mortgaged Property or REO
Property, to the extent delivered to the Trustee, (M) any and all operating
statements, rent rolls and/or maintenance schedules collected or obtained by any
Master Servicer or Special Servicer in respect of any Mortgaged Property or REO
Property, to the extent delivered to the Trustee and (N) copies of the Series
[_____] PSA, the Series [_____] PSA and, to the extent in the possession of the
Trustee, all amendments thereof and supplements thereto.

            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


                                     -288-
<PAGE>

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)), each
of the Master Servicers and 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, and, with respect to any Loan
Combination, the related Companion Loan Holder(s) and/or Junior Loan Holder(s),
as applicable, as well as certain additional information received by any Master
Servicer or the Trustee, as the case may be, to any Certificateholder, the
Underwriters, the Initial Purchasers, any Certificate Owner, any Companion Loan
Holder, any Junior Loan Holder or any prospective investor identified as such by
a Certificateholder, a Certificate Owner, the Underwriters, the Initial
Purchaser or, with respect to any Loan Combination, a related Companion Loan
Holder or Junior Loan Holder, as applicable, that requests such reports or
information; provided that the applicable 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; and provided, further, that no Companion Loan Holder, Junior Loan
Holder or prospective investor in a Companion Loan or Junior Loan shall be
entitled to any such report or information except to the extent that it relates
to the subject Loan Combination.

            (c) With respect to any information furnished by the Trustee or any
Master Servicer pursuant to this Agreement, the Trustee or such Master Servicer,
as the case may be, shall be entitled to indicate the source of such information
and the Trustee or such Master Servicer, as applicable, may affix thereto any
disclaimer it deems appropriate in its discretion. The Trustee or the applicable
Master Servicer, as applicable, shall notify Certificateholders, Certificate
Owners and, with respect to any Loan Combination, the related Companion Loan
Holder(s) and/or Junior Loan Holder(s), 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 applicable Master Servicer, as the case may be,
may require: (i) in the case of Certificateholders and Certificate Owners and
the Directing Certificateholder, a confirmation executed by the requesting
Person substantially in the form of Exhibit I attached hereto or otherwise in
form and substance reasonably acceptable to such Master Servicer or the Trustee,
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
substantially in the form of Exhibit I attached hereto or otherwise in form and
substance reasonably acceptable to the Trustee or the applicable 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. None of the Master


                                     -289-
<PAGE>

Servicers or 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 Servicers and the Special Servicers and for the benefit of the
Certificateholders, the Companion Loan Holders and the Junior Loan Holders, as
of the Closing Date, that:

            (i) The Trustee is a [_________], duly organized, validly existing
      and in good standing under the laws of [_______];

            (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;

            (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


                                     -290-
<PAGE>

      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; and

            (viii) The Trustee is a "Qualified Trustee" within the meaning of
      each of the Loan B Intercreditor Agreement and Loan C Intercreditor
      Agreement.

                                   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 Servicers, the Special Servicers 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 (in the manner provided
for in Section 9.01(b)) by the Holders of a majority of the Percentage Interests
of the Controlling Class, Master Servicer No. 3, Special Servicer No. 2, Master
Servicer No. 1, Master Servicer No. 2 or Special Servicer No. 1 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
applicable Master Servicer(s), the applicable Special Servicer(s) and the
Trustee), minus (B) if the purchaser is a Master Servicer or Special Servicer,
the aggregate amount of unreimbursed Advances made by such Person, together with
any unpaid Advance Interest in respect of such unreimbursed Advances and any
unpaid servicing compensation payable to such Person (which items shall be
deemed to have been paid or reimbursed to such Master Servicer or Special
Servicer, as the case may be, in connection with such purchase), (ii) the
exchange by the Sole Certificateholder pursuant to the terms of subsection (c),
(iii) the Distribution Date in [___] 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, Master Servicer No. 3, Special Servicer No. 2, Master
Servicer No. 1, Master Servicer No. 2 and Special Servicer No. 1, in that order
of preference at its (or their) option, may each elect to purchase all of the
Loans and each REO Property remaining in the Trust Fund as contemplated by
clause (i) of Section 9.01(a), by giving written notice to the Trustee and the
other parties hereto (and [__________] if it is not then a Master Servicer) no
later than [60] days prior to the anticipated date of purchase; provided,
however, that the aggregate Stated Principal


                                     -291-
<PAGE>

Balance of the Mortgage Pool is less than 1.0% of the aggregate Cut-off Date
Principal Balance of the Loans set forth in the Preliminary Statement; and
provided, further, that within 30 days after written notice of such election is
so given, no Person with a higher right of priority to make such an election
does so; and provided, further, that if any of the Holders of a majority of the
Percentage Interests of the Controlling Class, Special Servicer No. 2, Master
Servicer No. 1, Master Servicer No. 2, Master Servicer No. 3 (if not then
[__________]) or Special Servicer No. 1 makes such an election, then
[__________] will have the option, by giving written notice to the other parties
hereto and to the Holders of the Controlling Class no later than 30 days prior
to the anticipated date of purchase, to purchase all of the Group 3 Loans and
each related REO Property remaining in the Trust Fund, and the electing party
will then have the option to purchase all of the other Loans and other REO
Properties remaining in the Trust Fund. It is agreed that [__________] (if it is
not then a Master Servicer at the time of the anticipated purchase) is a
third-party beneficiary of the provisions of this paragraph.

            If all of the Loans and each REO Property remaining in the Trust
Fund are to be purchased in accordance with the preceding paragraph, the party
or parties effecting such purchase 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 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 respective Collection Accounts and (ii) any respective portion
thereof representing accrued and unpaid Excess Interest, which shall be
deposited in the Excess Interest Distribution Account). In addition, the Master
Servicers shall remit to the Trustee for deposit in the Distribution Account all
amounts required to be transferred thereto on such Master Servicer Remittance
Date from their respective Collection Accounts pursuant to the first paragraph
of Section 3.04(b), together with any other amounts on deposit in their
respective Collection Accounts 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 party or parties effecting
the purchase of all of the Loans and each REO Property remaining in the Trust
Fund, the Mortgage Files for the remaining Loans purchased thereby, and the
Trustee shall execute all assignments, endorsements and other instruments
furnished to it by the party or parties effecting the purchase of all of the
Loans and each REO Property remaining in the Trust Fund, 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(s).

            (c) Following the date on which the aggregate of the Class Principal
Balances of the Class [__], Class [__], Class [__], Class [__], Class [___],
Class [___], Class [__], Class [__], Class [__], Class [__] and Class [__]
Certificates is reduced to zero and provided that the Loan A Property is not an
REO Property, the Sole Certificateholder shall have the right to exchange all of
its Certificates (other than the Class [__] and Class [__] 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 [__] and Class [__] 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 Master Servicer
Remittance Date related to the Distribution


                                     -292-
<PAGE>

Date on which the final distribution on the Certificates is to occur, shall
deposit in the respective Collection Accounts an aggregate amount in immediately
available funds equal to all amounts due and owing to the Depositor, the Master
Servicers, the Special Servicers and the Trustee hereunder through the date of
the liquidation of the Trust Fund that may be withdrawn from the Collection
Accounts, or an escrow account acceptable to the respective parties hereto,
pursuant to Section 3.05(a) or that may be withdrawn from the Distribution
Account pursuant to Section 3.05(b), but only to the extent that such amounts
are not already on deposit in the Collection Accounts. In addition, the Master
Servicers shall remit to the Trustee for deposit into the Distribution Account
all amounts required to be transferred to the Distribution Account on such
Master Servicer Remittance Date from their respective Collection Accounts
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 [__] and Class [__] Certificates) on the Final Distribution Date, the
Trustee shall, upon receipt of a Request for Release from each Master Servicer
as to the Loans for which it is the applicable Master Servicer and any related
REO Properties, 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 (and, if then applicable, each Loan REMIC) for an amount equal
to the remaining aggregate Certificate Principal Balance of its Certificates
(other than the Class [__] and Class [__] 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.

            In connection with any exchange of Certificates for Loans and/or REO
Properties contemplated by this Section 9.01(c) and a corresponding termination
of the Trust Fund, the Holders of the Class [__] and Class [__] Certificates
shall likewise surrender their Certificates.

            (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 Junior 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 [15]th day and not later than the [25]th 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


                                     -293-
<PAGE>

made only upon presentation and surrender of the Certificates at the offices of
the Trustee or such other location therein designated.

            (e) 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) and 4.01(b).
Anything in this Section 9.01 to the contrary notwithstanding, the Holders of
the Class [__] 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(e).

            Section 9.02 Additional Termination Requirements. (a) If any one or
more of the Persons specified in Section 9.01 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 either (A) sell all of the assets of the Lower-Tier REMIC and, if
      then applicable, each Loan REMIC, which shall be liquidated to Person(s)
      purchasing all of the Loans and each REO Property remaining in the Trust
      Fund pursuant to Section 9.01 for cash or (B) distribute all such assets
      to 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
      Loan REMIC Regular Interests, 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 [__]
      Certificates any amounts remaining in the Trust REMICs, and each Trust
      REMIC shall terminate at that time.

            (b) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Tax Administrator to specify the 90-day liquidation
period for each Trust REMIC, which authorization shall be binding upon all
successor Certificateholders.


                                     -294-
<PAGE>

            Section 9.03 Loan B and Loan C REO Properties. References to "REO
Property" and "REO Properties" in Sections 9.01 and 9.02 shall be deemed to
include the Trust's rights with respect to any REO Property relating to Loan B
or Loan C and such rights shall be taken into account in calculating the
Purchase Price.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

            Section 10.01 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 Companion Loan Holders or any of the
Junior 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, each Master Servicer and each
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 Trust
REMIC or any other portion of the Trust Fund at least from the effective date of
such amendment, (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 Trust REMIC or any portion of the Trust Fund
that constitutes a Grantor Trust, or (Z) to comply with any requirements imposed
by the Commission with respect to any proposed or adopted temporary or final
regulation or other written official announcement or interpretation relating to
the securities laws which, would apply retroactively to the Depositor, any
Underwriter or the Trust Fund, (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),
(vii) to avoid the downgrading, withdrawal or qualification of then-current
rating assigned by a Rating Agency to any Class of Certificates, or (viii) to
allow any Mortgage Loan Seller and its Affiliates to obtain accounting "sale"
treatment for the Loans sold by such Mortgage Loan Seller to the Depositor under
FAS 140; provided that no such amendment may significantly change the activities
of the Trust in a manner that would adversely affect the Trust's status as a
"qualifying special purpose entity" for purposes of FAS 140; and provided,
further, that any such amendment for the specific purposes described in clause
(iii), (iv), (vii) or (viii) above shall not adversely affect in any material
respect the interests of any Certificateholder, any Companion Loan Holder, any
Junior 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 any particular
Certificateholder, Companion Loan Holder, Junior Loan Holder or third-party
beneficiary, an acknowledgment to that effect from such Person or,
alternatively, in the


                                     -295-
<PAGE>

case of a Class of Certificates rated by either or both of the Rating Agencies,
written confirmation from each applicable Rating Agency to the effect that such
amendment shall not result in the downgrading, withdrawal or qualification of
the then-current rating assigned by such Rating Agency to such Class of
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 a downgrade, withdrawal or qualification of the
then-current rating assigned by such Rating Agency to any Class of 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 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 Companion Loan Holder, without the consent
of such 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
Companion Loan Holder or Junior 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 Companion Loan Holder or Junior Loan
Holder, as applicable, (iii) modify the provisions of this Section 10.01 or the
definition of "Servicing Standard", without the consent of the Holders of all
Certificates then outstanding and the consent of all the holders of Serviced
Companion Loans and/or Junior Loans, (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 (except as
contemplated by clause (iv) of the prior sentence), for purposes of the giving
or withholding of consents pursuant to this Section 10.01, 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 Servicers and the Special Servicers shall not consent to any
amendment to this Agreement unless each of them shall first have received from
the party requesting the amendment 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 Trust REMIC or adversely affecting the remaining portion of the
Trust Fund as one or more Grantor Trusts or result in a tax on any such Grantor
Trust.


                                     -296-
<PAGE>

            (d) Promptly after the execution and delivery of any amendment by
all parties thereto, the Trustee shall send a copy thereof to each
Certificateholder, Companion Loan Holder, Junior Loan Holder and Rating Agency.

            (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, 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 10.01 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 10.01(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 10.01(a) or (c) shall be payable out of
the Distribution 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
Companion Loan Holders and the Junior Loan Holders without first obtaining the
written consent of those parties. The applicable Master Servicer may obtain, and
each of the Master Servicers 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 Companion Loan Holders and the Junior Loan Holders.

            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 Master Servicer No. 1 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 such recordation is for the benefit of a
Companion Loan Holder or a Junior Loan Holder, by such Companion Loan Holder or
Junior Loan Holder, as the case may be) to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders
and/or one or more Companion Loan Holders and/or Junior 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.


                                     -297-
<PAGE>

            Section 10.03 Limitation on Rights of Certificateholders. (a) The
death or incapacity of a 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) Except as expressly provided herein, no Certificateholder shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or 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. The parties hereto


                                     -298-
<PAGE>

intend that the provisions of Section 5-1401 of the New York General Obligations
Law shall apply to this Agreement.

            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, [___________________]; (ii) in the case of the Underwriters
and the Initial Purchasers, (A) [___________________] and (B)
[___________________]; (iii) in the case of Master Servicer No.1,
[_______________]; (iv) in the case of Master Servicer No. 2, [_______________];
(v) in the case of Master Servicer No. 3, [__________]; (vi) in the case of
Special Servicer No. 1, [____________]; (vii) in the case of Special Servicer
No. 2, [____________]; (viii) in the case of the Trustee and Certificate
Registrar, [________________]; (ix) in the case of the Rating Agencies, (A)
[___________________] and (B) [___________________]; (x) in the case of any
Mortgage Loan Seller, the address and telecopy number for notices to such
Mortgage Loan Seller under the related Mortgage Loan Purchase Agreement; and
(xi) in the case of the initial Directing Certificateholder,
[___________________]; 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 and the
Trustee intend 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 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 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 with respect to the Loans held from time
to time in the Collection Accounts, the Distribution Account and, if
established, the REO Accounts, 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


                                     -299-
<PAGE>

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, the Junior Loan Holders, each party under the Series [_____] PSA, each
party under the Series [_____] PSA and each party under a pooling and servicing
agreement, trust agreement or other agreement that sets forth the terms of a
securitization which holds any Loan A Companion Loan or any Junior 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 any Master Servicer or
      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 Loans by or on behalf of any Mortgage Loan
      Seller pursuant to Section [7] of the related Mortgage Loan Purchase
      Agreement or pursuant to the Column Performance Guarantee; and

            (vi) the final payment to any Class of Certificateholders.

            (b) Each 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 such Master Servicer's Collection
      Account.


                                     -300-
<PAGE>

            (c) Each of the Master Servicers and Special Servicers shall
promptly furnish to each Rating Agency copies of the following (to the extent
not already delivered pursuant to the terms of this Agreement):

            (i) each of its annual statements as to compliance described in
      Section 3.13;

            (ii) all reports and other items for Loans delivered by such Master
      Servicer and Special Servicer, as the case may be, 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 by such Master Servicer or
      Special Servicer, as the case may be, pursuant to Section 3.08 for Loans
      representing 2% or more of the pool balance;

            (v) any officers' certificates delivered by such Master Servicer or
      Special Servicer, as the case may be, to the Trustee (to the extent
      requested by such Rating Agency);

            (vi) all site inspections conducted by or on behalf of such Master
      Servicer or Special Servicer, as the case may be (to the extent requested
      by such Rating Agency);

            (vii) all operating statements collected or obtained by such Master
      Servicer or Special Servicer, as the case may be (to the extent requested
      by such Rating Agency);

            (viii) all rent rolls and sales reports (to the extent provided by
      the Borrowers to such Master Servicer or Special Servicer, as the case may
      be, and requested by such Rating Agency);

            (ix) any proposed no downgrade request by such Master Servicer or
      Special Servicer, as the case may be;

            (x) any extension or modification of the Maturity Date of any Loan
      by such Master Servicer or Special Servicer, as the case may be;

            (xi) any modification, waiver or amendment of any material term of
      any Loan that exceeds $[5,000,000] by such Master Servicer or Special
      Servicer, as the case may be; and

            (xii) any other document in its possession that shall be reasonably
      requested by any Rating Agency.

            (d) If any Loan A Companion Loan is included in a rated
securitization, each of Master Servicer No. 1 and Special Servicer No. 1 shall
(at no expense to the Trust Fund) furnish to any of the rating agencies
monitoring securities backed by such Loan A Companion Loan information with
respect to the Loan A Total Loan or Loan A Property as such rating


                                     -301-
<PAGE>

agency shall reasonably request and which such Master Servicer or 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, Master
Servicer No. 1 and Special Servicer No. 1 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 the
      Loan A Total Loan;

            (ii) any change in the identity of the anchor tenant (i.e., a tenant
      representing more than [__]% of the total net rentable square feet of
      space) at the Loan A Property used for retail purposes or any change in
      the terms of the lease for an anchor tenant at the Loan A Property;

            (iii) any assumption of, or release or substitution of, real
      property collateral for the Loan A Total Loan;

            (iv) any defeasance of such Loan A Companion Loan or material damage
      to the Loan A 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 such Loan A 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 LOAN C TOTAL LOAN

            Section 11.01 General. (a) The terms of this Article XI shall apply
only if and when a Loan C Change of Servicing Control Event occurs, and shall
remain in effect only for so long as Loan C or any interest in any Loan C REO
Property remains an asset of the Trust.

            (b) If and when a Loan C Change of Servicing Control Event occurs,
each of Master Servicer No. 1 and Special Servicer No. 1 shall diligently
service and administer the Loan C Total Loan (and, with respect to Special
Servicer No. 1, any Loan C 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 holder of the Loan C
Companion Loan, taken as a collective whole (as determined by Master Servicer
No. 1 or Special Servicer No. 1, as the case may be, in its reasonable
judgment), in accordance with applicable law, the terms of the Loan C Total
Loan, the terms of the Loan C Intercreditor Agreement and, to the extent
consistent with the foregoing, the Servicing Standard. Without limiting the
foregoing, subject to Section 3.21(a) hereunder, Special Servicer No. 1 shall be
obligated to service and administer the Loan C Total Loan while a Servicing
Transfer Event has


                                     -302-
<PAGE>

occurred and is continuing with respect thereto and to service and administer
any Loan C REO Property; provided that Master Servicer No. 1 shall continue to
make all calculations, and prepare, and deliver to the Trustee all reports
required to be prepared by Master Servicer No. 1 hereunder with respect to the
Loan C Total Loan as if no Servicing Transfer Event had occurred with respect
thereto or as if the Loan C Property had not become an REO Property, as the case
may be, and to render such incidental services with respect to the Loan C Total
Loan while any Servicing Transfer Event exists with respect thereto or while
Loan C Property constitutes an REO Property, as the case may be. Consistent with
the foregoing, Master Servicer No. 1 shall be obligated to service and
administer the Loan C Total Loan prior to the occurrence of any related
Servicing Transfer Event and after all related Servicing Transfer Events have
ceased to exist, in either case with respect to the Loan C Total Loan. In
connection with the foregoing, Master Servicer No. 1 and Special Servicer No. 1
shall have all right, power and authority granted to, and all duties and
obligations imposed upon it, pursuant to Section 3.01(b).

            (c) Master Servicer No. 1 and Special Servicer No. 1 shall be
responsible for servicing and administering Loan C, the Loan C Companion Loan,
the Loan C Total Loan and any Loan C REO Property in accordance with this
Article XI in all respects as it would otherwise be responsible for servicing
and administering (and, in connection therewith, shall have all of the same
rights, duties and obligations (including with respect to advances and
reporting) that it would otherwise have with respect to) a Serviced Loan, a
Serviced Companion Loan, a Serviced Loan Combination and an Administered REO
Property, respectively, in accordance with Articles I through X; provided that
(i) any conflicting provisions of this Article XI shall supersede any particular
provisions of Articles I through X, (ii) Section 3.21(e) shall not apply to Loan
C, the Loan C Companion Loan, the Loan C Total Loan or any Loan C REO Property
and (iii) any requirement to obtain the consent, approval or direction of the
Directing Certificateholder, insofar as it relates to Loan C, the Loan C
Companion Loan, the Loan C Total Loan or any Loan C REO Property, instead shall
be interpreted as a requirement to obtain the consent, approval or direction, as
the case may be, of a Loan C Control Group (and there shall be no time periods
after which such consent, approval or direction is deemed given unless the Loan
C Intercreditor Agreement so provides).

            (d) The Directing Certificateholder shall have all of the same
rights and powers with respect to Loan C, the Loan C Companion Loan, the Loan C
Total Loan and any Loan C REO Property in accordance with this Article XI as it
would otherwise have with respect to a Serviced Loan, a Serviced Companion Loan,
a Serviced Loan Combination and an Administered REO Property, respectively, in
accordance with Articles I through X; provided that (i) any conflicting
provisions of this Article XI shall supersede any particular provisions of
Articles I through X, (ii) Section 3.21(e) shall not apply to Loan C, the Loan C
Companion Loan, the Loan C Total Loan or any Loan C REO Property and (iii) any
requirement to obtain the consent, approval or direction of the Directing
Certificateholder, insofar as it relates to Loan C, Loan C Companion Loan, the
Loan C Total Loan or any Loan C REO Property, instead shall be interpreted as a
requirement to obtain the consent, approval or direction, as the case may be, of
a Loan C Control Group (and there shall be no time periods after which such
consent, approval or direction is deemed given unless the Loan C Intercreditor
Agreement so provides).


                                     -303-
<PAGE>

            Section 11.02 Application of Loan Payments. Amounts collected with
respect to the Loan C Total Loan or any Loan C REO Property shall, subject to
the Loan C Intercreditor Agreement, be applied as contemplated by the Series
[_____] PSA.

            Section 11.03 Inapplicable Provisions. Any provisions of this
Agreement that apply solely on the basis of the Loan C Total Loan or any Loan C
REO Property being serviced and administered under a separate agreement shall be
of no further force and effect.

            Section 11.04 The Collection Account and Loan C Companion Loan
Custodial Account. (a) Master Servicer No. 1 shall, subject to Section 3.04(h),
establish and maintain, or cause to be established and maintained, with respect
to the Loan C Companion Loan, a Companion Loan Custodial Account (in all
respects as if it was a Serviced Companion Loan) for purposes of holding the
same types of collections with respect to such Loan C Companion Loan as were to
be deposited into the Series [_____] Companion Loan Custodial Account with
respect to Loan C, and such Companion Loan Custodial Account shall constitute
the "Loan C Companion Loan Custodial Account". Master Servicer No. 1 shall, with
respect to the Loan C Companion Loan, make deposits to the Loan C Custodial
Account in the same manner and at the same times as the Series [_____] Master
Servicer would have been required to make such deposits to the Series [_____]
Companion Loan Custodial Account with respect to Loan C, pursuant to Sections
[___] and [___] of the Series [_____] PSA. The Loan C Companion Loan Custodial
Account (i) shall be held in trust for the benefit of the holder of the related
Loan C Companion Loan, (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 Loan C Companion Loan with respect to such account under the
Series [_____] PSA shall be deemed to be references to the holder of the related
Loan C Companion Loan.

            (b) Master Servicer No. 1 may, from time to time, make withdrawals
from the Loan C Companion Loan Custodial Account in respect of the Loan C
Companion Loan or any successor REO Loan with respect thereto for the same
purposes, in the same amounts and at the same times as the Series [_____] Master
Servicer would have been permitted to make such withdrawals from the Series
[_____] Companion Loan Custodial Account with respect to Loan C or any successor
REO Loan with respect thereto, pursuant to Section 3.04(f) and/or Section
3.05(a) of the Series [_____] PSA; provided that any such withdrawals that would
have been made pursuant to Section [___] or [___] of the Series [_____] PSA to
pay compensation and/or interest on advances and/or to reimburse any costs or
expenses incurred by a party to the Series [_____] PSA shall instead be paid or
reimbursed, as the case may be, to the corresponding party under this Agreement.
Master Servicer No. 1 shall account for all withdrawals from the Loan C
Companion Loan Custodial Account contemplated by this Section 11.04 in the same
manner as the Series [_____] Master Servicer is required to account for
withdrawals from the Series [_____] Companion Loan Custodial Account under the
Series [_____] PSA.

            (c) Master Servicer No. 1 may retain investment earnings on Loan C
Companion Loan Custodial Account to the same extent set forth in Section [___]
of the Series [_____] PSA.


                                     -304-
<PAGE>

            (d) Master Servicer No. 1 shall make deposits to, and withdrawals
from, its Collection Account (and Special Servicer No. 1 shall transfer funds to
Master Servicer No. 1 for deposit in Master Servicer No. 1's Collection Account)
with respect to Loan C, the Loan C Companion Loan and any Loan C REO Property to
the same extent that Master Servicer No. 1 and Special Servicer No. 1,
respectively, otherwise would with respect to any other Loan and Companion Loans
that are part of a Serviced Loan Combination and/or any related REO Property,
subject, however, to the terms and conditions of the Loan C Intercreditor
Agreement.

            Section 11.05 Loan Documents. Master Servicer No. 1 and Special
Servicer No. 1 shall use reasonable efforts to obtain from the respective
holders of Loan C and the Loan C Companion Loans such documentation as is
necessary to perform servicing and administration of the Loan C Total Loan. If
and to the extent that the Trustee holds any loan documents with respect to the
Loan C Total Loan, and if the Loan C Total Loan is being serviced under this
Article XI, then the Trustee is authorized to release any or all of such loan
documents to Master Servicer No. 1 and Special Servicer No. 1 under the same
circumstances as it would release such Loan Documents to Master Servicer No. 1
or Special Servicer No. 1, as the case may be, with respect to a Serviced Loan.

            Section 11.06 Servicing Compensation. Master Servicer No. 1 and
Special Servicer No. 1 shall be entitled, for performing their respective
servicing and administration duties with respect to the Loan C Total Loan and
any Loan C REO Property, to the same compensation as would the Series [_____]
Master Servicer and the Series [_____] Special Servicer pursuant to Section
[___] of the Series [_____] PSA, in addition to the Master Servicing Fee payable
hereunder with respect to Loan C.

            Section 11.07 Annual Statement as to Compliance; Reports by
Independent Public Accountants; Access to Certain Information. Master Servicer
No. 1 and Special Servicer No. 1 shall, in fulfilling their obligations pursuant
to Sections 3.13, 3.14 and 3.15 of this Agreement, take into account their
respective obligations under this Article XI and treat Loan C as a Serviced
Loan, the Loan C Total Loan as a Serviced Loan Combination and any Loan C REO
Property as an Administered REO Property.

            Section 11.08 Certain Matters with Respect to the Loan C Total Loan.
(a) Section [__] of the Series [_____] PSA, insofar as it applies to Loan C, the
Loan C Companion Loan, the Loan C Total Loan or any Loan C REO Property, shall
continue to be applicable thereto under this Article XI, and Master Servicer No.
1 and Special Servicer No. 1 shall perform all of the duties and obligations
that would have been required of the Series [_____] Master Servicer and the
Series [_____] Special Servicer, respectively, under such Section [__]; provided
that (i) all references to "Certificateholders", "Directing Certificateholder",
"Trustee" and other terms defined under this Agreement that are used in such
Section [___] shall have the meanings assigned to them in this Agreement, (ii)
the provisions of such Section [___] that apply to the Loan C (as defined
herein) or any holder thereof under the Series [_____] PSA shall now apply to
the Loan C Companion Loan (as defined herein) or any related Companion Loan
Holder (as defined herein) and (iii) the provisions of such Section [__] that
apply to Loan C Companion Loan (as defined herein) or any holder thereof under
the Series [_____] PSA shall now apply to Loan C (as defined herein) or the
Trust (as defined herein).


                                     -305-
<PAGE>

            (b) All of the rights delegated to the Directing Certificateholder
pursuant to Section 3.34 of this Agreement shall continue to remain in full
force and effect for purposes of interpreting and applying Section 11.08(a)
above and the Loan C Intercreditor Agreement.

            Section 11.09 P&I Advances. Master Servicer No. 1 shall have the
same advancing obligations with respect to Loan C or any successor REO Loan with
respect thereto under Section 4.03 of this Agreement that it does with respect
to any other Serviced Loan in Servicing Group No. 1 or any successor REO Loan
with respect thereto.

            Section 11.10 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 Loan C 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 Loan C upon the occurrence of a Series [_____]
Event of Default.

            (b) In the event that Master Servicer No. 1 or Special Servicer No.
1 may be terminated as contemplated under this Section 11.10, 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 Loan C Total Loan and any Loan C 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 No.
1" or "Special Servicer No. 1" 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 Loan C Total Loan and/or any Loan C 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 No. 1 or Special Servicer No. 1, as the case may be, that was so
replaced with respect to the Loan C Total Loan and/or any Loan C 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 and XII hereof shall apply to such replaced Master
Servicer No. 1 or Special Servicer No. 1, as the case may be, as if this Article
XI did not exist.

            Section 11.11 Amendments to the Series [_____] PSA. All references
to the Series [_____] 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 Master
Servicer No. 1 in accordance with Section 3.20 hereof or (ii) do not materially
and adversely affect the interests of Master Servicer No. 1 or the holder of
Loan C.

                                   ARTICLE XII

                       SERVICING OF THE LOAN B TOTAL LOAN

            Section 12.01 General. (a) The terms of this Article XII shall apply
only if and when a Loan B Change of Servicing Control Event occurs, and shall
remain in effect only for so long as Loan B or any interest in any Loan B REO
Property remains an asset of the Trust.


                                     -306-
<PAGE>

            (b) If and when a Loan B Change of Servicing Control Event occurs,
each of Master Servicer No. 2 and Special Servicer No. 1 shall diligently
service and administer the Loan B Total Loan (and, with respect to Special
Servicer No. 1, any Loan B REO Property) as and when it is required to do so
pursuant to this Article XII on behalf of the Trustee and in the best interests
of, and for the benefit of, the Certificateholders and the holders of the Loan B
Companion Loans, taken as a collective whole (as determined by Master Servicer
No. 2 or Special Servicer No. 1, as the case may be, in its reasonable
judgment), in accordance with applicable law, the terms of the Loan B Total
Loan, the terms of the Loan B Intercreditor Agreement and, to the extent
consistent with the foregoing, the Series [_____] Servicing Standard. Without
limiting the foregoing, subject to Section 3.21(a) hereunder, Special Servicer
No. 1 shall be obligated to service and administer the Loan B Total Loan while a
Servicing Transfer Event has occurred and is continuing with respect thereto and
to service and administer any Loan B REO Property; provided that Master Servicer
No. 2 shall continue to make all calculations, and prepare, and deliver to the
Trustee all reports required to be prepared by Master Servicer No. 2 hereunder
with respect to the Loan B Total Loan as if no Servicing Transfer Event had
occurred with respect thereto or as if Loan B Property had not become an REO
Property, as the case may be, and to render such incidental services with
respect to the Loan B Total Loan while any Servicing Transfer Event exists with
respect thereto or while the Loan B Property constitutes an REO Property, as the
case may be. Consistent with the foregoing, Master Servicer No. 2 shall be
obligated to service and administer the Loan B Total Loan prior to the
occurrence of any related Servicing Transfer Event and after all related
Servicing Transfer Events have ceased to exist, in either case with respect to
the Loan B Total Loan. In connection with the foregoing, Master Servicer No. 2
and Special Servicer No. 1 shall have all right, power and authority granted to,
and all duties and obligations imposed upon it, pursuant to Section 3.01(b).

            (c) Master Servicer No. 2 and Special Servicer No. 1 shall be
responsible for servicing and administering Loan B, each Loan B Companion Loan,
the Loan B Total Loan and any Loan B REO Property in accordance with this
Article XII in all respects as it would otherwise be responsible for servicing
and administering (and, in connection therewith, shall have all of the same
rights, duties and obligations (including with respect to advances and
reporting) that it would otherwise have with respect to) a Serviced Loan, a
Serviced Companion Loan, a Serviced Loan Combination and an Administered REO
Property, respectively, in accordance with Articles I through X; provided that
(i) any conflicting provisions of this Article XII shall supersede any
particular provisions of Articles I through X, (ii) Section 3.21(e) shall not
apply to Loan B, a Loan B Companion Loan, the Loan B Total Loan or any Loan B
REO Property and (iii) any requirement to obtain the consent, approval or
direction of the Directing Certificateholder, insofar as it relates to Loan B, a
Loan B Companion Loan, the Loan B Total Loan or any Loan B REO Property, instead
shall be interpreted as a requirement to obtain the consent, approval or
direction, as the case may be, of a Loan B Control Group (and there shall be no
time periods after which such consent, approval or direction is deemed given
unless the Loan B Intercreditor Agreement so provides).

            (d) The Directing Certificateholder shall have all of the same
rights and powers with respect to Loan B, each Loan B Companion Loan, the Loan B
Total Loan and any Loan B REO Property in accordance with this Article XII as it
would otherwise have with respect to a Serviced Loan, a Serviced Companion Loan,
a Serviced Loan Combination and an


                                     -307-
<PAGE>

Administered REO Property, respectively, in accordance with Articles I through
X; provided that (i) any conflicting provisions of this Article XII shall
supersede any particular provisions of Articles I through X, (ii) Section
3.21(e) shall not apply to Loan B, a Loan B Companion Loan, the Loan B Total
Loan or any Loan B REO Property and (iii) any requirement to obtain the consent,
approval or direction of the Directing Certificateholder, insofar as it relates
to Loan B, a Loan B Companion Loan, the Loan B Total Loan or any Loan B REO
Property, instead shall be interpreted as a requirement to obtain the consent,
approval or direction, as the case may be, of a Loan B Control Group (and there
shall be no time periods after which such consent, approval or direction is
deemed given unless Loan B Intercreditor Agreement so provides).

            Section 12.02 Application of Loan Payments. Amounts collected with
respect to the Loan B Total Loan or any Loan B REO Property shall, subject to
the Loan B Intercreditor Agreement, be applied as contemplated by the Series
[_____] PSA.

            Section 12.03 Inapplicable Provisions. Any provisions of this
Agreement that apply solely on the basis of the Loan B Total Loan or any Loan B
REO Property being serviced and administered under a separate agreement shall be
of no further force and effect.

            Section 12.04 Loan B Custodial Account. (a) Master Servicer No. 2
shall establish and maintain, or cause to be established and maintained, solely
with respect to the Loan B Total Loan, an Eligible Account for purposes of
holding the same types of collections with respect to the Loan B Total Loan as
were to be deposited into the Series [_____] Loan B Custodial Account and such
Eligible Account shall constitute the "Loan B Custodial Account". Master
Servicer No. 2 shall, solely with respect to the Loan B Total Loan, make
deposits to the Loan B Custodial Account in the same manner and at the same
times as the Series [_____] Master Servicer would have been required to make
such deposits to the Series [_____] Loan B Custodial Account pursuant to Section
[__] of the Series [_____] PSA. In connection with the foregoing, Master
Servicer No. 2 shall establish and maintain one sub-account of the Loan B
Custodial Account that is substantially similar to the sub-account of the Series
[_____] Loan B Custodial Account. Master Servicer No. 2 shall deposit from the
Loan B Custodial Account into such sub-account thereof any amounts described in
Section [___] of the Series [_____] PSA that are required to be paid to the
holders of Loan B Companion Loans pursuant to the terms of the Loan B
Intercreditor Agreement, in each case on the same day as the deposit thereof
into the Loan B Custodial Account. The sub-account of the Loan B Custodial
Account (i) shall be held in trust for the benefit of the holders of the Loan B
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 12.04(b), shall be administered such that all references to
the holder of Loan B with respect to such account under the Series [_____] PSA
shall be deemed to be references to the holders of the Loan B Companion Loans.

            (b) Master Servicer No. 2 may, from time to time, make withdrawals
from the Loan B Custodial Account and the various sub-accounts thereof
contemplated by Section 12.04(a) in respect of the Loan B Total Loan or any Loan
B REO Property for the same purposes, in the same amounts and at the same times
as the Series [_____] Master Servicer would have been permitted to make such
withdrawals from the similar accounts/sub-accounts pursuant to Section [___] of
the Series [_____] PSA; provided that no withdrawals shall be made from the Loan
B Custodial Account for purposes of making P&I Advances; and provided,


                                     -308-
<PAGE>

further, that any remittance that would otherwise be required to be made to the
holder of Loan B shall be made through a transfer on the relevant date from the
Loan B Custodial Account to the applicable Collection Account; and provided,
further, that any other remittances that would have been made to the Series
[_____] Trustee as the holder of the Loan B Note A-2 Companion Loan shall
instead be remitted from the sub-account of the Loan B Custodial Account to the
holder of such Loan B Companion Loan pursuant to Section [___] of the Series
[_____] PSA; and provided, further, that any withdrawals that would have been
made pursuant to Section [___] or [___] of the Series [_____] PSA to pay
compensation and/or interest on advances and/or to reimburse any costs or
expenses incurred by a party to the Series [_____] PSA shall instead be paid or
reimbursed, as the case may be, to the corresponding party under this Agreement.
Master Servicer No. 2 shall account for all withdrawals from the Loan B
Custodial Account and the various sub-accounts thereof contemplated by Section
12.04(a) in the same manner as the Series [_____] Master Servicer is required to
account for withdrawals from the similar accounts/sub-accounts under the Series
[_____] PSA.

            (c) Master Servicer No. 2 may retain investment earnings on Loan B
Custodial Account to the same extent set forth in Section [__] of the Series
[_____] PSA.

            Section 12.05 Loan Documents. Master Servicer No. 2 and Special
Servicer No. 1 shall use reasonable efforts to obtain from the respective
holders of Loan B and the Loan B Companion Loans such documentation as is
necessary to perform servicing and administration of the Loan B Total Loan. If
and to the extent that the Trustee holds any loan documents with respect to the
Loan B Total Loan, and if the Loan B Total Loan is being serviced under this
Article XII, then the Trustee is authorized to release any or all of such loan
documents to Master Servicer No. 2 and Special Servicer No. 1 under the same
circumstances as it would release such Loan Documents to Master Servicer No. 2
or Special Servicer No. 1, as the case may be, with respect to a Serviced Loan.

            Section 12.06 Servicing Compensation. Master Servicer No. 2 and
Special Servicer No. 1 shall be entitled, for performing their respective
servicing and administration duties with respect to the Loan B Total Loan and
any Loan B REO Property, to the same compensation as would the Series [_____]
Master Servicer and the Series [_____] Special Servicer pursuant to Section [__]
of the Series [_____] PSA (in addition to the Master Servicing Fee otherwise
payable hereunder with respect to Loan B).

            Section 12.07 Annual Statement as to Compliance; Reports by
Independent Public Accountants; Access to Certain Information. Master Servicer
No. 2 and Special Servicer No. 1 shall, in fulfilling their obligations pursuant
to Sections 3.13, 3.14 and 3.15 of this Agreement, take into account their
respective obligations under this Article XII and treat the Loan B Total Loan as
Serviced Loans and any Loan B REO Property as an Administered REO Property.

Section 12.08 Certain Matters with Respect to the Loan B Total Loan. (a) Section
[__] of the Series [_____] PSA, insofar as it applies to Loan B, a Loan B
Companion Loan, the Loan B Total Loan or any Loan B REO Property, shall continue
to be applicable thereto under this Article XII, and Master Servicer No. 2 and
Special Servicer No. 1 shall perform all of the duties and obligations that
would have been required of the Series [_____]


                                     -309-
<PAGE>

Master Servicer and the Series [_____] Special Servicer, respectively, under
such Section [__]; provided that (i) all references to "Certificateholders",
"Trustee" and other terms defined under this Agreement that are used in such
Section [__] shall have the meanings assigned to them in this Agreement, (ii)
the Directing Certificateholder shall have all of the rights and powers under
such Section [__] that were granted to the "Series [_____] Directing
Certificateholder" and/or the "Class [__] Directing Certificateholder"
thereunder (except that the Directing Certificateholder may not purchase Loan B
under this Section 12.08), (iii) the provisions of such Section [__] that apply
to Loan B (as defined herein) or any holder thereof under the Series [_____] PSA
shall now apply to Loan B Note A-2 Companion Loan or any related Companion Loan
Holder and (iv) the provisions of such Section [__] that apply to Loan B Note
A-2 Companion Loan or any holder thereof under the Series [_____] PSA shall now
apply to Loan B (as defined herein) or the Trust (as defined herein).

            (b) All of the rights delegated to the Directing Certificateholder
pursuant to Section 3.33 of this Agreement shall continue to remain in full
force and effect for purposes of interpreting and applying Section 12.08(a)
above and Loan B Intercreditor Agreement.

            Section 12.09 P&I Advances. Master Servicer No. 2 shall have the
same advancing obligations with respect to Loan B or any successor REO Loan with
respect thereto under Section 4.03 of this Agreement as it does with respect to
any other Serviced Loan in Servicing Group No. 2 or any successor REO Loan with
respect thereto.

            Section 12.10 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 Loan B 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 Loan B upon the occurrence of a Series [_____]
Event of Default.

            (b) In the event that Master Servicer No. 2 or Special Servicer No.
1 may be terminated as contemplated under this Section 12.10, 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 Loan B Total Loan and any Loan B 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 No.
2" or "Special Servicer No. 1" in this Article XII shall be deemed to refer to
its successor under this Article XII. Articles I through X hereof and this
Article XII shall apply to such successor master servicer or special servicer,
as applicable, but only to the extent that they would if the Loan B Total Loan
and/or any Loan B 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 No. 2 or Special Servicer No.
1, as the case may be, that was so replaced with respect to the Loan B Total
Loan and/or any Loan B 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 XII, and Articles I through XI hereof shall apply
to such replaced Master Servicer No. 2 or Special Servicer No. 1, as the case
may be, as if this Article XII did not exist.


                                     -310-
<PAGE>

            Section 12.11 Amendments to the Series [_____] PSA. All references
to the Series [_____] PSA throughout this Article XII 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 Master
Servicer No. 2 in accordance with Section 3.20 hereof or (ii) do not materially
and adversely affect the interests of the holder of Loan B.

                            [Signature Page Follows]


                                     -311-
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.


                                        CREDIT SUISSE FIRST BOSTON MORTGAGE
                                           SECURITIES CORP.,
                                           Depositor


                                        By: ___________________________________
                                            Name:
                                            Title:

                                        [______________________________]
                                            Master Servicer No. 1


                                        By: ____________________________________
                                            Name:
                                            Title:

                                        [______________________________]
                                            Master Servicer No. 2


                                        By: ____________________________________
                                            Name:
                                            Title:

                                        [______________________________]
                                            Master Servicer No. 3


                                        By: ____________________________________
                                            Name:
                                            Title:

<PAGE>

                                        [______________________________]
                                            Special Servicer  No. 1


                                        By: ____________________________________
                                            Name:
                                            Title:

                                        [______________________________]
                                            Special Servicer  No. 2


                                        By: ____________________________________
                                            Name:
                                            Title:

                                        [______________________________]
                                            Trustee


                                        By: ____________________________________
                                            Name:
                                            Title:

<PAGE>

STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )

            On the _____ day of [_________], before me, a notary public in and
for said State, personally appeared ______________________________________,
known to me to be a __________________________ of 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.


                                        ________________________________________
                                                    Notary Public

                [SEAL]

My commission expires:

_______________________________________

<PAGE>

STATE OF                )
                        )  ss.:
COUNTY OF               )

            On the _____ day of [_________], before me, a notary public in and
for said State, personally appeared _________________________________, known to
me to be a _________________________ of [_______________], 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

                [SEAL]

My commission expires:

_______________________________________

<PAGE>

STATE OF                )
                        )  ss.:
COUNTY OF               )

            On the _____ day of [_________], before me, a notary public in and
for said State, personally appeared _________________________________, known to
me to be a _________________________ of [_______________], 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

                [SEAL]

My commission expires:

_______________________________________

<PAGE>

STATE OF                )
                        )  ss.:
COUNTY OF               )

            On the _____ day of [_________], before me, a notary public in and
for said State, personally appeared _________________________________, known to
me to be a _________________________ of [__________], 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

                [SEAL]

My commission expires:

_______________________________________

<PAGE>

STATE OF                )
                        )  ss.:
COUNTY OF               )

            On the _____ day of [_________], before me, a notary public in and
for said State, personally appeared _________________________________, known to
me to be a _________________________ of [____________], 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

                [SEAL]

My commission expires:

_______________________________________

<PAGE>

STATE OF                )
                        )  ss.:
COUNTY OF               )

            On the _____ day of [_________], before me, a notary public in and
for said State, personally appeared _________________________________, known to
me to be a _________________________ of [____________], 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

                [SEAL]

My commission expires:

_______________________________________

<PAGE>

STATE OF                )
                        )  ss.:
COUNTY OF               )

            On the _____ day of [_________], before me, a notary public in and
for said State, personally appeared _________________________________, known to
me to be a _________________________ of [________________], 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

                [SEAL]

My commission expires:

_______________________________________

<PAGE>
                                                         Exhibits to Exhibit 4.1

                                   EXHIBIT A-1

           FORM OF CLASS [___], CLASS [___], CLASS [___], CLASS [___],
                    CLASS [___] AND CLASS [___] CERTIFICATES

          CLASS [___] [___] [___] [___] [___] [___] COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES [______]

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 "Mortgage Loans"), such pool
being formed and sold by

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Pass-Through Rate: [____% per annum]    Class Principal Balance of the
[variable]                              Class [___] [___] [___] [___] [___]
                                        [___] Certificates as of the Closing
                                        Date:
                                        $_________________

Closing Date:  [______]                 Initial Certificate Principal Balance of
                                        this Certificate as of the Closing Date:
                                        $_________________
First Distribution Date:  [______]

Master Servicers:                       Aggregate Stated Principal Balance of
[___________]                           the Mortgage Loans as of the Closing
[___________]                           Date ("Initial Pool Balance"):
[___________]                           $[___________]

Special Servicers:                      Trustee:
[_________]                             [_________]
[_________]

Certificate No. [___] [___] [___]       CUSIP No.:  _____________
[___] [___] [___]                       Common Code:  _____________
                                        ISIN No.:  _____________


                                     A-1-1
<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ANY
AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., [_________], [___________],
[___________], [___________], [_________], [_________] OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

[FOR CLASS [___] AND CLASS [___] CERTIFICATES: THIS CERTIFICATE IS SUBORDINATE
TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [CEDE & CO.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal


                                     A-1-2
<PAGE>

amount of all the Class [___] [___] [___] [___] [___] [___] Certificates (their
"Class Principal Balance") as of the Closing Date) in that certain beneficial
ownership interest in the Trust Fund evidenced by all the Class [___] [___]
[___] [___] [___] [___]Certificates. The Trust Fund was created and the
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of [______] (the "Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), [___________], [___________] and
[___________] as master servicers (in such capacity, the "Master Servicers",
which term includes any successor entity or entities under the Agreement),
[_________] and [_________] as special servicers (in such capacity, the "Special
Servicers", which term includes any successor entity or entities under the
Agreement) and [_________], as trustee (the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned thereto in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [___] [___] [___] [___] [___] [___] Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Trustee by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with 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 distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Collateral Support Deficit previously allocated to this Certificate) will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, any Collection Account
and, if established, any REO Account (or from any other account established
under the Agreement) may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.


                                     A-1-3
<PAGE>

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, 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 this
Certificate.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

            The Depositor, the Master Servicers, the Special Servicers, the
Trustee, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicers, the Special
Servicers, the Trustee, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.


                                     A-1-4
<PAGE>

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest to occur of (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund, (ii) the purchase by
one or more of the Persons identified in Section 9.01 of the Agreement at a
price determined as provided in Section 9.01 of the Agreement, of all the
Mortgage Loans and each REO Property remaining in the Trust Fund, (iii) the
exchange by the Sole Certificateholder of its Certificates for all the Mortgage
Loans and each REO Property remaining in the Trust Fund and (iv) the
Distribution Date in [______]. Section 9.01 of the Agreement permits, but does
not require, certain specified Persons to purchase from the Trust Fund all the
Mortgage Loans and each REO Property remaining therein. The exercise of such
right to purchase may effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1.0% of the Initial Pool
Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicers, the Special Servicers and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicers and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of any
Trust REMIC as a REMIC, without the consent of the Holders of any of the
Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.


                                     A-1-5
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                       [_________]
                                          as Trustee



                                       By:______________________________________
                                           Authorized Representative

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [___] [___] [___] [___] [___] [___]
Certificates referred to in the within-mentioned Agreement.

Dated:

                                       [_________]
                                          as Certificate Registrar



                                       By:______________________________________
                                           Authorized Representative


                                     A-1-6
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
   (please print or typewrite name and address including postal zip code of
                                  assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
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
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.


                                     A-1-7
<PAGE>

                                   EXHIBIT A-2

                  FORM OF CLASS [___] [___] [___] CERTIFICATES

            CLASS [___] [___] [___] COMMERCIAL MORTGAGE PASS-THROUGH
                          CERTIFICATE, SERIES [______]

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 "Mortgage Loans"), such pool
being formed and sold by:

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Pass-Through Rate:  [Variable]          Class Notional Amount of the Class [___]
                                        [___] [___] Certificates as of the
                                        Closing Date:
                                        $________________

Closing Date:  [______]                 Initial Certificate Notional Amount of
                                        this Certificate as of the Closing Date:
                                        $________________
First Distribution Date:  [______]

Master Servicers:                       Aggregate Stated Principal Balance of
[___________]                           the Mortgage Loans as of the Closing
[___________]                           Date ("Initial Pool Balance"):
[___________]                           $[___________]

Special Servicers:                      Trustee:
[_________]                             [_________]
[_________]

Certificate No. [___] [___] [___]       CUSIP No.:  _____________
                                        Common Code:  _____________
                                        ISIN No.:  _____________


                                     A-2-1
<PAGE>

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ANY
AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., [_________], [___________],
[___________], [___________], [_________], [_________] OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.


                                     A-2-2
<PAGE>

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL
BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.

[PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF
THE OFFERING TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND (B) THE DATE OF CLOSING OF THE
OFFERING, 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.]

            This certifies that [___________] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional amount of this Certificate (its "Certificate Notional Amount") as of
the Closing Date by the aggregate notional amount of all the Class [___] [___]
[___] Certificates (their "Class Notional Amount") as of the Closing Date) in
that certain beneficial ownership interest in the Trust Fund evidenced by all
the Class [___] [___] [___] Certificates. The Trust Fund was created and the
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of [______] (the "Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), [___________], [___________] and
[___________] as master servicers (in such capacity, the "Master Servicers",
which term includes any successor entity or entities under the Agreement),
[_________] and [_________] as special servicers (in such capacity, the "Special
Servicers", which term includes any successor entity or entities under the
Agreement), and [_________], as trustee (the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned thereto in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [___] [___] [___] Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on this
Certificate will be made by the Trustee by wire transfer of immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with 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 distributions), or otherwise by check mailed


                                     A-2-3
<PAGE>

to the address of such Certificateholder as it appears in the Certificate
Register. Notwithstanding the foregoing, the final distribution on this
Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, any Collection Account
and, if established, any REO Account (or from any other account established
under the Agreement) may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein 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 this Certificate is to be made without registration under the
Securities Act, then (except under limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
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, any
Master Servicer, any Special Servicer, the Trustee or the Certificate Registrar
in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

            If this Certificate constitutes a Rule 144A Global Certificate and a
transfer of any interest in this Certificate is to be made without registration
under the Securities Act, then (except under limited circumstances specified in
the Agreement) the Certificate Owner desiring to effect such transfer shall be
required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such prospective
Transferee is a Qualified Institutional Buyer and such transfer may be made
without registration under the Securities Act. Except as discussed below, if
this Certificate constitutes a Rule 144A Global


                                     A-2-4
<PAGE>

Certificate, then interests herein shall not be transferred to any Person other
than a Qualified Institutional Buyer that takes delivery in the form of an
interest in this Rule 144A Global Certificate.

            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Rule 144A Global Certificate, then interests herein may be
transferred (without delivery of any certificate or Opinion of Counsel described
in the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in a Regulation S Global Certificate of the same Class as
this Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (x) a certificate from the Certificate Owner desiring to effect
such transfer substantially in the form attached as Exhibit F-1D to the
Agreement and a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2D to the Agreement and (y) such
written orders and instructions as are required under the applicable procedures
of DTC, Clearstream and/or Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in this 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 such Class 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 DTC, shall reduce the denomination of this Rule 144A Global
Certificate, and increase the denomination of the related Regulation S Global
Certificate, by the denomination of the beneficial interest in the subject Class
specified in such orders and instructions.

            Except as discussed below, if this Certificate constitutes a
Regulation S Global Certificate, then beneficial interests in this Certificate
shall not be transferred to any Person other than a non-United States Securities
Person that takes delivery in the form of an interest in this Certificate, and
the Certificate Owner desiring to effect such transfer shall be required to
obtain from such Certificate Owner's prospective Transferee a certification
substantially in the form attached as Exhibit F-2D to the Agreement. On or prior
to the Release Date, beneficial interests in any Regulation S Global Certificate
may be held only through Euroclear or Clearstream. After the Release Date,
beneficial interests in any Regulation S Global Certificate may be held through
Euroclear, Clearstream or any other direct account holder at DTC.

            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Regulation S Global Certificate, then interests in this
Certificate may be transferred (without delivery of any certificate described in
the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in a Rule 144A Global Certificate for the same Class as this
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 as Exhibit F-1C to the
Agreement and a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement 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 this Regulation S Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in the related Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests to be
transferred. Upon delivery to the Trustee of such certifications and such orders
and


                                     A-2-5
<PAGE>

instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of this Regulation S
Global Certificate, and increase the denomination of the related Rule 144A
Global Certificate, by the denomination of the beneficial interest in the
subject 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 above
with respect to transfers of this Certificate in definitive form and (ii) such
written orders and instructions as are required under the applicable procedures
of DTC, Clearstream and/or Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Global
Certificate. Upon delivery to the Certificate Registrar of the certifications
and/or opinions contemplated above with respect to transfers of this Certificate
in definitive form, 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.

            The Global Certificates shall be deposited with the Trustee as
custodian for DTC and registered in the name of Cede & Co. as nominee of DTC.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class [___] [___] [___] Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of this
Certificate or any interest herein without registration or qualification. Any
Certificateholder or Certificate Owner desiring to effect a transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Initial Purchaser, the Depositor, the Trustee, the Master Servicers, the
Special Servicers 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 or the provisions described in the preceding paragraphs.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
(and, if applicable, any Certificate Owner shall refuse to transfer an interest
in this Certificate), unless it has received from the


                                     A-2-6
<PAGE>

prospective Transferee either (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan; or (ii) a certification to the effect that the
purchase and holding of this 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 this Certificate is rated
investment grade by at least one of the Rating Agencies and is being acquired
by, on behalf of or with assets of a Plan in reliance upon Prohibited
Transaction Exemption 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, any
Exemption-Favored Party, any Master Servicer, any Special Servicer, any Primary
Servicer, any Sub-Servicer or any Borrower with respect to Mortgage Loans
constituting more than 5% of the aggregate unamortized principal of all the
Mortgage Loans determined as of the Closing Date, or by an Affiliate of any 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
otherwise establish to the reasonable satisfaction of the Trustee (or, if
applicable, the Certificate Owner effecting the transfer) that such transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code.

            If a Person is acquiring this 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 acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account as described above in this
Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, 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 this
Certificate.


                                     A-2-7
<PAGE>

            [Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.]

            The Depositor, the Master Servicers, the Special Servicers, the
Trustee, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicers, the Special
Servicers, the Trustee, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest to occur of (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund, (ii) the purchase by
one or more of the Persons identified in Section 9.01 of the Agreement at a
price determined as provided in Section 9.01 of the Agreement, of all the
Mortgage Loans and each REO Property remaining in the Trust Fund, (iii) the
exchange by the Sole Certificateholder of its Certificates for all the Mortgage
Loans and each REO Property remaining in the Trust Fund and (iv) the
Distribution Date in [______]. Section 9.01 of the Agreement permits, but does
not require, certain specified Persons to purchase from the Trust Fund all the
Mortgage Loans and each REO Property remaining therein. The exercise of such
right to purchase may effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1.0% of the Initial Pool
Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicers, the Special Servicers and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicers and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of any
Trust REMIC as a REMIC, without the consent of the Holders of any of the
Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.


                                     A-2-8
<PAGE>

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.


                                     A-2-9
<PAGE>

                                   EXHIBIT A-3

    FORM OF CLASS [___], CLASS [___], CLASS [___], CLASS [___], CLASS [___],
  CLASS [___], CLASS [___], CLASS [___], CLASS [___], CLASS [___], CLASS [___]
                          AND CLASS [___] CERTIFICATES

  CLASS [__] [__] [__] [__] [__] [__] [__] [__] [__] [__] [__] [__] COMMERCIAL
                       MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES [______]

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 "Mortgage Loans"), such pool
being formed and sold by

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Pass-Through Rate:  Variable            Class Principal Balance of the
                                        Class [__] [__][__] [__] [__] [__] [__]
                                        [__] [__] [__] [__] [__] Certificates as
                                        of the Closing Date:
                                        $_________________

Closing Date:  [______]                 Initial Certificate Principal Balance of
                                        this Certificate as of the Closing Date:
                                        $_________________
First Distribution Date:  [______]

Master Servicers:                       Aggregate Stated Principal Balance of
[___________]                           the Mortgage Loans as of the Closing
[___________]                           Date: ("Initial Pool Balance"):
[___________]                           $[___________]

Special Servicers:                      Trustee:
[_________]                             [_________]
[_________]

Certificate No.  [__] [__] [__]         CUSIP No.:  _____________
[__] [__] [__] [__] [__] [__] [__]      Common Code:  _____________
[__] [__]                               ISIN No.:  _____________


                                     A-3-1
<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ANY
AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., [_________], [___________],
[___________], [___________], [_________], [_________] OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT


                                     A-3-2
<PAGE>

CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE
OFFERING TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND (B) THE DATE OF CLOSING OF THE
OFFERING, 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.

            This certifies that [CEDE & CO.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal amount of all the Class [__] [__]
[__] [__] [__] [__] [__] [__] [__] [__] [__] [__] Certificates (their "Class
Principal Balance") as of the Closing Date) in that certain beneficial ownership
interest in the Trust Fund evidenced by all the Class [__] [__] [__] [__] [__]
[__] [__] [__] [__] [__] [__] [__] Certificates. The Trust Fund was created and
the Certificates were issued pursuant to a Pooling and Servicing Agreement,
dated as of [_____] (the "Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), [___________], [___________] and
[___________], as master servicers (in such capacity, the "Master Servicers",
which term includes any successor entity or entities under the Agreement),
[_________] and [_________] as special servicers (in such capacity, the "Special
Servicers", which term includes any successor entity or entities under the
Agreement), and [_________], as trustee (the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned thereto in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [__] [__] [__] [__] [__] [__] [__] [__] [__] [__] [__] [__] Certificates
on the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on this Certificate will be made by the Trustee by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have


                                     A-3-3
<PAGE>

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 distributions), or otherwise by check mailed to the
address of such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any
Collateral Support Deficit previously allocated to this Certificate) will be
made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, any Collection Account
and, if established, any REO Account (or from any other account established
under the Agreement) may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein 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 this Certificate is to be made without registration under the
Securities Act, then (except under limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
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, any
Master Servicer, any 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.


                                     A-3-4
<PAGE>

            If this Certificate constitutes a Rule 144A Global Certificate and a
transfer of any interest in this Certificate is to be made without registration
under the Securities Act, then (except under limited circumstances specified in
the Agreement) the Certificate Owner desiring to effect such transfer shall be
required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such prospective
Transferee is a Qualified Institutional Buyer and such transfer may be made
without registration under the Securities Act. Except as discussed below, if
this Certificate constitutes a Rule 144A Global Certificate, then interests
herein shall not be transferred to any Person other than a Qualified
Institutional Buyer that takes delivery in the form of an interest in this Rule
144A Global Certificate.

            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Rule 144A Global Certificate, then interests herein may be
transferred (without delivery of any certificate or Opinion of Counsel described
in the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in a Regulation S Global Certificate of the same Class as
this Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (x) a certificate from the Certificate Owner desiring to effect
such transfer substantially in the form attached as Exhibit F-1D to the
Agreement and a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2D to the Agreement and (y) such
written orders and instructions as are required under the applicable procedures
of DTC, Clearstream and/or Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in this 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 such Class 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 DTC, shall reduce the denomination of this Rule 144A Global
Certificate, and increase the denomination of the related Regulation S Global
Certificate, by the denomination of the beneficial interest in the subject Class
specified in such orders and instructions.

            Except as discussed below, if this Certificate constitutes a
Regulation S Global Certificate, then beneficial interests in this Certificate
shall not be transferred to any Person other than a non-United States Securities
Person that takes delivery in the form of an interest in this Certificate, and
the Certificate Owner desiring to effect such transfer shall be required to
obtain from such Certificate Owner's prospective Transferee a certification
substantially in the form attached as Exhibit F-2D to the Agreement. On or prior
to the Release Date, beneficial interests in any Regulation S Global Certificate
may be held only through Euroclear or Clearstream. After the Release Date,
beneficial interests in any Regulation S Global Certificate may be held through
Euroclear, Clearstream or any other direct account holder at DTC.

            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Regulation S Global Certificate, then interests in this
Certificate may be transferred (without delivery of any certificate described in
the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in a Rule 144A Global Certificate for the same Class as this
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


                                     A-3-5
<PAGE>

substantially in the form attached as Exhibit F-1C to the Agreement and a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached as Exhibit F-2C to the Agreement 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 this
Regulation S Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in the related Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests 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 this Regulation S
Global Certificate, and increase the denomination of the related Rule 144A
Global Certificate, by the denomination of the beneficial interest in the
subject 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 above
with respect to transfers of this Certificate in definitive form and (ii) such
written orders and instructions as are required under the applicable procedures
of DTC, Clearstream and/or Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Global
Certificate. Upon delivery to the Certificate Registrar of the certifications
and/or opinions contemplated above with respect to transfers of this Certificate
in definitive form, 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.

            The Global Certificates shall be deposited with the Trustee as
custodian for DTC and registered in the name of Cede & Co. as nominee of DTC.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class [__] [__] [__] [__] [__] [__] [__]
[__] [__] [__] [__] [__] Certificates under the Securities Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of this Certificate or any interest herein without
registration or qualification. Any Certificateholder or Certificate Owner
desiring to effect a transfer of this Certificate or any interest herein shall,
and does hereby agree to, indemnify the Depositor, the Initial Purchaser, the
Trustee, the Master Servicers, the Special Servicers 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 or the provisions
described in the preceding paragraphs.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in


                                     A-3-6
<PAGE>

which such plans, accounts or arrangements are invested, including insurance
company general accounts, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing
this Certificate or any interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code.
Except in limited circumstances, the Certificate Registrar shall refuse to
register the transfer of this Certificate (and, if applicable, any Certificate
Owner shall refuse to transfer an interest in this Certificate), unless it has
received from the prospective Transferee either (i) a certification to the
effect that such prospective Transferee is not a Plan and is not directly or
indirectly purchasing this Certificate on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan; or (ii) a certification to the effect that
the purchase and holding of this 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) if this Certificate is rated
investment grade by at least one of the Rating Agencies and is being acquired
by, on behalf of or with assets of a Plan in reliance upon Prohibited
Transaction Exemption 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, any
Exemption-Favored Party, any Master Servicer, any Special Servicer, any Primary
Servicer, any Sub-Servicer, or any Borrower with respect to Mortgage Loans
constituting more than 5% of the aggregate unamortized principal of all the
Mortgage Loans determined as of the Closing Date, or by an Affiliate of any 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
otherwise establish to the reasonable satisfaction of the Trustee (or, if
applicable, the Certificate Owner effecting the transfer) that such transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code.

            If a Person is acquiring this 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 acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations


                                     A-3-7
<PAGE>

evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, 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 this
Certificate.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

            The Depositor, the Master Servicers, the Special Servicers, the
Trustee, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicers, the Special
Servicers, the Trustee, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest to occur of (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund, (ii) the purchase by
one or more of the Persons identified in Section 9.01 of the Agreement at a
price determined as provided in Section 9.01 of the Agreement, of all the
Mortgage Loans and each REO Property remaining in the Trust Fund, (iii) the
exchange by the Sole Certificateholder of its Certificates for all the Mortgage
Loans and each REO Property remaining in the Trust Fund and (iv) the
Distribution Date in [______]. Section 9.01 of the Agreement permits, but does
not require, certain specified Persons to purchase from the Trust Fund all the
Mortgage Loans and each REO Property remaining therein. The exercise of such
right to purchase may effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1.0% of the Initial Pool
Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicers, the Special Servicers, the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicers and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to


                                     A-3-8
<PAGE>

maintain the status of any Trust REMIC as a REMIC, without the consent of the
Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.


                                     A-3-9
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                       [_________]
                                          as Trustee



                                       By:______________________________________
                                           Authorized Representative

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [__] [__] [__] [__] [__] [__] [__] [__]
[__] [__] [__] [__] Certificates referred to in the within-mentioned Agreement.

Dated:

                                       [_________]
                                          as Certificate Registrar



                                       By:______________________________________
                                           Authorized Representative


                                     A-3-10
<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
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
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.


                                     A-3-11
<PAGE>

                                   EXHIBIT A-4

                        FORM OF CLASS [___] CERTIFICATES

            CLASS [___] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES [______]

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 "Mortgage Loans"), such pool
being formed and sold by

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Closing Date:  [______]                 Initial Certificate Principal Balance of
                                        this Certificate as of the Closing Date:
                                        $_________________
First Distribution Date:  [______]

Master Servicers:                       Aggregate Stated Principal Balance of
[___________]                           the Mortgage Loans as of the Closing
[___________]                           Date ("Initial Pool Balance"):
[___________]                           $[___________]

Special Servicers:                      Trustee:
[_________]                             [_________]
[_________]

Certificate No. [__]-___                CUSIP No.:  ______________________


                                     A-4-1
<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., [_________], [___________],
[___________], [___________], [_________], [_________] OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD LOANS IN THE TRUST FUND, SUBJECT TO THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

            This certifies that __________________ is the registered owner of
the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in the Trust Fund evidenced by all
the Class [___] Certificates. The Trust Fund was created and the Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as of [______]
(the "Agreement"), among Credit Suisse First Boston Mortgage Securities Corp. as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), [___________], [___________] and [___________], as master servicers
(in such capacity, the "Master Servicers", which term includes any successor
entity or entities under the Agreement), [_________] and [_________], as special
servicers (in such capacity, the "Special Servicers", which term includes any
successor entity or entities under the Agreement), and [_________], as trustee
(the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not


                                     A-4-2
<PAGE>

defined herein, capitalized terms used herein have the respective meanings
assigned thereto in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [___] Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with 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 distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, any Collection Account
and, if established, any REO Account (or from any other account established
under the Agreement) may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein 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 this Certificate is to be made without registration under the
Securities Act, then (except under the limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form



                                     A-4-3
<PAGE>

attached as Exhibit F-1B to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A or as Exhibit F-2B to the Agreement; 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, any Master Servicer,
any 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. Any Certificateholder desiring to effect
a transfer, sale, pledge or other disposition of this Certificate or any
interest herein shall, and does hereby agree to, indemnify the Depositor, Credit
Suisse First Boston LLC, the Trustee, the Master Servicers, the Special
Servicers 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.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code.

            If a Person is acquiring this 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 acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations


                                     A-4-4
<PAGE>

evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, 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 this
Certificate.

            The Depositor, the Master Servicers, the Special Servicers, the
Trustee, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicers, the Special
Servicers, the Trustee, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest to occur of (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund, (ii) the purchase by
one or more of the Persons identified in Section 9.01 of the Agreement at a
price determined as provided in Section 9.01 of the Agreement, of all the
Mortgage Loans and each REO Property remaining in the Trust Fund, (iii) the
exchange by the Sole Certificateholder of its Certificates for all the Mortgage
Loans and each REO Property remaining in the Trust Fund and (iv) the
Distribution Date in [______]. Section 9.01 of the Agreement permits, but does
not require, certain specified Persons to purchase from the Trust Fund all the
Mortgage Loans and each REO Property remaining therein. The exercise of such
right to purchase may effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1.0% of the Initial Pool
Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicers, the Special Servicers and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicers and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of any
Trust REMIC as a REMIC, without the consent of the Holders of any of the
Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                     A-4-5
<PAGE>

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.


                                     A-4-6
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                       [_________]
                                          as Trustee



                                       By:______________________________________
                                           Authorized Representative

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [___] Certificates referred to in the
within-mentioned Agreement.

Dated:

                                       [_________]
                                          as Certificate Registrar



                                       By:______________________________________
                                           Authorized Representative


                                     A-4-7
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
   (please print or typewrite name and address including postal zip code of
                                  assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
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
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.


                                     A-4-8
<PAGE>

                                   EXHIBIT A-5

                        FORM OF CLASS [___] CERTIFICATES

            CLASS [___] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES [______]

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 "Mortgage Loans"), such pool
being formed and sold by

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Closing Date:  [______]                 Initial Certificate Principal Balance of
                                        this Certificate as of the Closing Date:
                                        $_________________
First Distribution Date:  [______]

Master Servicers:                       Aggregate Stated Principal Balance of
[___________]                           the Mortgage Loans as of the Closing
[___________]                           Date ("Initial Pool Balance"):
[___________]                           $[___________]

Special Servicers:                      Trustee:
[_________]                             [_________]
[_________]

Certificate No. [__]-___                CUSIP No.:  __________________


                                     A-5-1
<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., [_________], [___________],
[___________], [___________], [_________], [_________] OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES
OWNERSHIP OF THE SOLE "RESIDUAL INTEREST" IN EACH OF MULTIPLE "REAL ESTATE
MORTGAGE INVESTMENT CONDUITS" (EACH, A "REMIC") AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. CONSEQUENTLY, TRANSFER OF
THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE REGISTERED HOLDER OF
THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER
THE POOLING AND SERVICING AGREEMENT


                                     A-5-2
<PAGE>

REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS,
IF ANY, ON THIS CERTIFICATE.

            This certifies that __________________ is the registered owner of
the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in the Trust Fund evidenced by all
the Class [___] Certificates. The Trust Fund was created and the Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as of [______]
(the "Agreement"), among Credit Suisse First Boston Mortgage Securities Corp.,
as depositor (the "Depositor", which term includes any successor entity under
the Agreement), [___________], [___________] and [___________], as master
servicers (in such capacity, the "Master Servicers", which term includes any
successor entity or entities under the Agreement), [_________] and [_________],
as special servicers (in such capacity, the "Special Servicers", which term
includes any successor entity or entities under the Agreement), and [_________],
as trustee (the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
have the respective meanings assigned thereto in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [___] Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with 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 distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, any Collection Account
and, if established, any REO Account (or from any other account established
under the Agreement) may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.


                                     A-5-3
<PAGE>

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein 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 this Certificate is to be made without registration under the
Securities Act, then (except under the limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
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, any
Master Servicer, any 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. Any Certificateholder desiring to effect a transfer, sale, pledge or
other disposition of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Credit Suisse First Boston LLC, the
Trustee, the Master Servicers, the Special Servicers 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.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such


                                     A-5-4
<PAGE>

transfer will not result in a violation of Section 406 or 407 of ERISA or
Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code.

            Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by its acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee (i) to deliver payments to a Person other
than such Person and (ii) to negotiate the terms of any mandatory disposition,
to execute all instruments of Transfer and to do all other things necessary in
connection with any such disposition. Each Person holding or acquiring any
Ownership Interest in this Certificate must be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in this Certificate, it will endeavor to remain a Permitted Transferee,
and that it has reviewed the provisions of Section 5.02(d) of the Agreement and
agrees to be bound by them. Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee, if a Responsible Officer of either the
Certificate Registrar or Trustee has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in this Certificate to such proposed Transferee shall be effected. In connection
therewith, the Certificate Registrar shall not register the transfer of an
Ownership Interest in this Certificate to any entity classified as a partnership
under the Code unless at the time of transfer, all of its beneficial owners are
United States Persons.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee written notice that
it is a "pass-through interest holder" within the meaning of temporary Treasury
regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership
Interest, if it is, or is holding such Ownership Interest on behalf of, a
"pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee 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, to the effect that such modification of, addition to or
elimination of such provisions


                                     A-5-5
<PAGE>

will not cause any Trust REMIC to cease to qualify as a REMIC or be subject to
an entity-level tax caused by the Transfer of a Class [___] Certificate to a
Person that is not a Permitted Transferee, or cause a Person other than the
prospective Transferee to be subject to a REMIC-related tax caused by the
Transfer of a Class [___] Certificate to a Person that is not a Permitted
Transferee.

            A "Permitted Transferee" is any Transferee 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 (as defined below). In addition, if
such Transferee is classified as a partnership under the Code, such Transferee
can only be a Permitted Transferee if, among other things, all of its beneficial
owners are United States Tax Persons.

            A "Disqualified Organization" is any of (i) the United States or a
possession thereof, any State or political subdivision thereof or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for FHLMC,
a majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, 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) which is
exempt from the tax imposed by Chapter 1 of the Code (unless such organization
is subject to the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381 of the Code and (v) any other Person so designated by a Master
Servicer or the Trustee based upon an Opinion of Counsel that the holding of an
Ownership Interest in a Class [___] Certificate by such Person may cause any
Trust 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 Class [___]
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

            A "Non-United States Tax Person" is any Person other than a United
States Tax Person. A "United States Tax Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision
thereof, or an estate whose income from sources without the United States is
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.

            If a Person is acquiring this 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 acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.


                                     A-5-6
<PAGE>

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, 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 this
Certificate.

            The Depositor, the Master Servicers, the Special Servicers, the
Trustee, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicers, the Special
Servicers, the Trustee, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest to occur of (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund, (ii) the purchase by
one or more of the Persons identified in Section 9.01 of the Agreement at a
price determined as provided in Section 9.01 of the Agreement, of all the
Mortgage Loans and each REO Property remaining in the Trust Fund, (iii) the
exchange by the Sole Certificateholder of its Certificates for all the Mortgage
Loans and each REO Property remaining in the Trust Fund and (iv) the
Distribution Date in [______]. Section 9.01 of the Agreement permits, but does
not require, certain specified Persons to purchase from the Trust Fund all the
Mortgage Loans and each REO Property remaining therein. The exercise of such
right to purchase may effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1.0% of the Initial Pool
Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicers, the Special Servicers and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicers and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment


                                     A-5-7
<PAGE>

necessary to maintain the status of any Trust REMIC as a REMIC, without the
consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.


                                     A-5-8
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                       [_________]
                                          as Trustee



                                       By:______________________________________
                                           Authorized Representative

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [___] Certificates referred to in the
within-mentioned Agreement.

Dated:

                                       [_________]
                                          as Certificate Registrar



                                       By:______________________________________
                                           Authorized Representative


                                     A-5-9
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
   (please print or typewrite name and address including postal zip code of
                                  assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
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
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.


                                     A-5-10
<PAGE>

                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE


                                      B-1
<PAGE>

                                   EXHIBIT C-1

                       LIST OF ADDITIONAL COLLATERAL LOANS


                                      C-1-1
<PAGE>

                                   EXHIBIT C-2

                             LIST OF MEZZANINE LOANS


                                      C-2-1
<PAGE>

                                    EXHIBIT D

                           FORM OF REQUEST FOR RELEASE

                                     [DATE]

[_________]
[_________]
Attention: [_________]

Credit Suisse First Boston Mortgage Securities Corp.
[_________]
Attention:  [_________]

      Credit Suisse First Boston Mortgage Securities Corp.
      Commercial Mortgage Pass-Through Certificates, Series [______]
      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 [______] (the "Pooling and Servicing Agreement"), by and among Credit
Suisse First Boston Mortgage Securities Corp., as Depositor, [___________],
[___________] and [___________], as Master Servicers, and [_________] and
[_________], as Special Servicers, and you, as Trustee, the undersigned [Master]
[Special] Servicer hereby requests a release of the Mortgage File (or the
portion thereof specified below) held by or on behalf of you as Trustee with
respect to the following described Loan for the reason indicated below.

      Mortgagor's Name:

      Property Address:

      Loan No.:

      If only particular documents in the Mortgage File are requested, please
      specify which:

      Reason for requesting Mortgage File (or portion thereof):

      _____1. Loan paid in full. The undersigned [Master] [Special] Servicer
      hereby certifies that all amounts received in connection with the Loan
      have been or will be credited to the applicable Collection Account
      pursuant to the Pooling and Servicing Agreement.

      _____2. The Loan is being foreclosed.

      _____3. Other.  (Describe)


                                      D-1
<PAGE>

      The undersigned [Master] [Special] Servicer acknowledges that the above
Mortgage File (or requested portion thereof) will be held by it 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, or 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.

                                       [___________]

                                       [___________]

                                       [___________]

                                       [_________]

                                       [_________]



                                       By:______________________________________
                                          Name:
                                          Title:


                                      D-2
<PAGE>

                                    EXHIBIT E

                         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 copy of the Note attached hereto is a true and correct
copy thereof;

            6. 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;

            7. that no other person, firm, corporation or other entity has any
right, title, interest or claim in the Note except the Noteholder; and

            8. upon assignment of the Note by the Noteholder to Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor") 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 [______] (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


                                      E-1
<PAGE>

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__


                                      E-2
<PAGE>

                                  EXHIBIT F-1A

                        FORM I OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES

                                     [Date]

[_________]
[_________]
Attention:  [_________]

[OR OTHER CERTIFICATE REGISTRAR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [______], Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of [______] (the "Closing Date") of
            $__________] [evidencing a ____% Percentage Interest in the related
            Class] (the "Transferred Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of [______] (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, [___________], [___________] and [___________], as master servicers
(in such capacity, the "Master Servicers"), [_________] and [_________], as
special servicers (in such capacity, the "Special Servicers"), and [_________],
as trustee (in such capacity, the "Trustee"). All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

            1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any


                                     F-1A-1
<PAGE>

interest in a Transferred Certificate or any other similar security, which (in
the case of any of the acts described in clauses (a) through (e) hereof) would
constitute a distribution of the Transferred Certificates under the Securities
Act of 1933, as amended (the "Securities Act"), or would render the disposition
of the Transferred Certificates a violation of Section 5 of the Securities Act
or any state securities laws, or would require registration or qualification of
the Transferred Certificates pursuant to the Securities Act or any state
securities laws.

            3. The Transferor and any person acting on behalf of the Transferor
in this matter reasonably believe that the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act (a "Qualified Institutional Buyer") purchasing for its own
account or for the account of another person that is itself a Qualified
Institutional Buyer. In determining whether the Transferee is a Qualified
Institutional Buyer, the Transferor and any person acting on behalf of the
Transferor in this matter has relied upon the following method(s) of
establishing the Transferee's ownership and discretionary investments of
securities (check one or more):

      ___   (a) The Transferee's most recent publicly available financial
            statements, which statements present the information as of a date
            within 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. purchaser and within 18 months
            preceding such date of sale in the case of a foreign purchaser; or

      ___   (b) The most recent publicly available information appearing in
            documents filed by the Transferee with the Securities and Exchange
            Commission or another United States federal, state, or local
            governmental agency or self-regulatory organization, or with a
            foreign governmental agency or self-regulatory organization, which
            information is as of a date within 16 months preceding the date of
            sale of the Transferred Certificates in the case of a U.S. purchaser
            and within 18 months preceding such date of sale in the case of a
            foreign purchaser; or

      ___   (c) The most recent publicly available information appearing in a
            recognized securities manual, which information is as of a date
            within 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. purchaser and within 18 months
            preceding such date of sale in the case of a foreign purchaser; or

      ___   (d) A certification by the chief financial officer, a person
            fulfilling an equivalent function, or other executive officer of the
            Transferee, specifying the amount of securities owned and invested
            on a discretionary basis by the Transferee as of a specific date on
            or since the close of the Transferee's most recent fiscal year, or,
            in the case of a Transferee that is a member of a "family of
            investment companies", as that term is defined in Rule 144A, a
            certification by an executive officer of the investment adviser
            specifying the amount of securities owned by the "family of
            investment companies" as of a specific date on or since the close of
            the Transferee's most recent fiscal year.

      ___   (e)   Other.  (Please specify brief description of method) _________
                  ______________________________________________________________
                  ______________________________________________________________


                                     F-1A-2
<PAGE>

            4. The Transferor and any person acting on behalf of the Transferor
understand that in determining the aggregate amount of securities owned and
invested on a discretionary basis by an entity for purposes of establishing
whether such entity is a Qualified Institutional Buyer:

            (a) the following instruments and interests shall be excluded:
      securities of issuers that are affiliated with such entity; securities
      that are part of an unsold allotment to or subscription by such entity, if
      such entity is a dealer; securities of issuers that are part of such
      entity's "family of investment companies", if such entity is a registered
      investment company; bank deposit notes and certificates of deposit; loan
      participations; repurchase agreements; securities owned but subject to a
      repurchase agreement; and currency, interest rate and commodity swaps;

            (b) the aggregate value of the securities shall be the cost of such
      securities, except where the entity reports its securities holdings in its
      financial statements on the basis of their market value, and no current
      information with respect to the cost of those securities has been
      published, in which case the securities may be valued at market; and

            (c) securities owned by subsidiaries of the entity that are
      consolidated with the entity in its financial statements prepared in
      accordance with generally accepted accounting principles may be included
      if the investments of such subsidiaries are managed under the direction of
      the entity, except that, unless the entity is a reporting company under
      Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
      securities owned by such subsidiaries may not be included if the entity
      itself is a majority-owned subsidiary that would be included in the
      consolidated financial statements of another enterprise.

            5. The Transferor or a person acting on its behalf has taken
reasonable steps to ensure that the Transferee is aware that the Transferor is
relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A.

            6. The Transferor or a person acting on its behalf has furnished, or
caused to be furnished, to the Transferee all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c) the
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement, and (e) all related matters, that the Transferee has
requested.


                                     F-1A-3
<PAGE>

                                       Very truly yours,


                                       _________________________________________
                                       (Transferor)



                                       By:  ____________________________________
                                       Name:  __________________________________
                                       Title:  _________________________________


                                     F-1A-4
<PAGE>

                                  EXHIBIT F-1B

                        FORM II OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES

                                     [Date]

[_________]
[_________]
Attention:  [_________]

[OR OTHER CERTIFICATE REGISTRAR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [______], Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of [______] (the "Closing Date") of
            $__________] [evidencing a ____% Percentage Interest in the related
            Class] (the "Transferred Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of [______] (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, [___________], [___________] and [___________], as master servicers
(in such capacity, the "Master Servicers"), [_________] and [_________], as
special servicers (in such capacity, the "Special Servicer"), and [_________],
as trustee (in such capacity, the "Trustee"). All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Depositor
and the Trustee, that:

            1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any


                                     F-1B-1
<PAGE>

other manner, or (e) taken any other action with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security, which (in the case of any of the acts described in clauses (a) through
(e) hereof) would constitute a distribution of the Transferred Certificates
under the Securities Act of 1933, as amended (the "Securities Act"), would
render the disposition of the Transferred Certificates a violation of Section 5
of the Securities Act or any state securities laws, or would require
registration or qualification of the Transferred Certificates pursuant to the
Securities Act or any state securities laws.

                                       Very truly yours,


                                       _________________________________________
                                       (Transferor)



                                       By:  ____________________________________
                                       Name:  __________________________________
                                       Title:  _________________________________


                                     F-1B-2
<PAGE>

                                  EXHIBIT F-1C

                        FORM I OF TRANSFEROR CERTIFICATE
        FOR TRANSFERS OF INTERESTS IN GLOBAL CERTIFICATES FOR CLASSES OF
                           NON-REGISTERED CERTIFICATES

                                     [Date]

[_________]
[_________]
Attention:  [_________]

[OR OTHER CERTIFICATE REGISTRAR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [______], Class ____,
            having an initial aggregate [Certificate Principal Balance]
            [Certificate Notional Amount] as of [______] (the "Issue Date") of
            $__________ (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
___________________ (the "Transferor") to ______________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of [______] (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, [___________],
[___________] and [___________], as master servicers (in such capacity, the
"Master Servicers"), [_________] and [_________], as special servicers (in such
capacity, the "Special Servicers"), and [_________], as trustee (in such
capacity, the "Trustee"). All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to and
agrees with you, as Certificate Registrar, and for the benefit of the Depositor
and the Trustee, that:

            1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any


                                     F-1C-1
<PAGE>

interest in a Transferred Certificate or any other similar security with any
person in any manner, (d) made any general solicitation with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security by means of general advertising or in any other manner, or (e)
taken any other action with respect to any Transferred Certificate, any interest
in a Transferred Certificate or any other similar security, which (in the case
of any of the acts described in clauses (a) through (e) hereof) would constitute
a distribution of the Transferred Certificates under the Securities Act of 1933,
as amended (the "Securities Act"), would render the disposition of the
Transferred Certificates a violation of Section 5 of the Securities Act or any
state securities laws, or would require registration or qualification of the
Transferred Certificates pursuant to the Securities Act or any state securities
laws.


                                       Very truly yours,


                                       _________________________________________
                                       (Transferor)



                                       By:  ____________________________________
                                       Name:  __________________________________
                                       Title:  _________________________________


                                     F-1C-2
<PAGE>

                                  EXHIBIT F-1D

                        FORM II OF TRANSFEROR CERTIFICATE
        FOR TRANSFERS OF INTERESTS IN GLOBAL CERTIFICATES FOR CLASSES OF
                           NON-REGISTERED CERTIFICATES

                                     [Date]

[_________]
[_________]
Attention:  [_________]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [______], Class ____,
            having an initial aggregate [Certificate Principal Balance]
            [Certificate Notional Amount] as of [______] (the "Issue Date") of
            $__________ (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
___________________ (the "Transferor") to ______________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of [______] (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, [___________],
[___________] and [___________], as master servicers (in such capacity, the
"Master Servicers"), [_________] and [_________], as special servicers (in such
capacity, the "Special Servicers"), and [_________], as trustee (in such
capacity, the "Trustee"). All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to and
agrees with you, as Certificate Registrar, and for the benefit of the Depositor
and the Trustee, that:

            1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.

            2. At the time the buy order was originated, the Transferor
reasonably believed that the Transferee was outside the United States, its
territories and possessions.

            3. If the Transferor is a distributor (within the meaning of Rule
902(d) under the Securities Act of 1933, as amended (the "Securities Act")) with
respect to the Transferred Certificates, or an affiliate of such a distributor
or of the Depositor, or a person acting on behalf of such a distributor, the
Depositor or any affiliate of such distributor or of the Depositor, then:


                                     F-1D-1
<PAGE>

            (a) the sale of the Transferred Certificates by the Transferor to
      the Transferee will be executed in, on or through a physical trading floor
      of an established foreign securities exchange that is located outside the
      United States, its territories and possessions;

            (b) no directed selling efforts (within the meaning of Rule 902(c)
      under the Securities Act) have been made in the United States, its
      territories and possessions, with respect to the Transferred Certificates
      by the Transferor, any of its affiliates, or any person acting on behalf
      of any of the foregoing;

            (c) all offers and sales, if any, of the Transferred Certificates by
      or on behalf of the Transferor prior to the expiration of the distribution
      compliance period specified in category 2 or 3 (paragraph (b)(2) or
      (b)(3)) in Rule 903 under the Securities Act, as applicable, have been and
      will be made only in accordance with the provisions of Rule 903 or Rule
      904 under the Securities Act, pursuant to registration of the Transferred
      Certificates under the Securities Act, or pursuant to an available
      exemption from the registration requirements of the Securities Act;

            (d) all offering materials and documents (other than press
      releases), if any, used in connection with offers and sales of the
      Transferred Certificates by or on behalf of the Transferor prior to the
      expiration of the distribution compliance period specified in category 2
      or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 under the Securities Act, as
      applicable, complied with the requirements of Rule 902(g)(2) under the
      Securities Act; and

            (e) if the Transferee is a distributor, a dealer or a person
      receiving a selling concession, a fee or other remuneration and the offer
      or sale of the Transferred Certificates thereto occurs prior to the
      expiration of the applicable 40-day distribution compliance period, the
      Transferor has sent a confirmation or other notice to the Transferee that
      the Transferee is subject to the same restrictions on offers and sales
      that apply to a distributor.

            4. If the Transferor is not a distributor with respect to the
Transferred Certificates or an affiliate of such a distributor or of the
Depositor or acting on behalf of such a distributor, the Depositor or any
affiliate of such a distributor or of the Depositor, then:

            (a) the sale of the Transferred Certificates by the Transferor to
      the Transferee will be executed in, on or through the facilities of a
      designated offshore securities market described in paragraph (b) of Rule
      902 under the Securities Act, and neither the Transferor nor anyone acting
      on its behalf knows that such transaction has been prearranged with a
      buyer in the United States, its territories and possessions;

            (b) no directed selling efforts (within the meaning of Rule 902(c)
      under the Securities Act) have been made in the United States, its
      territories and possessions, with respect to the Transferred Certificates
      by the Transferor, any of its affiliates, or any person acting on behalf
      of any of the foregoing;


                                     F-1D-2
<PAGE>

            (c) if the Transferee is a dealer or a person receiving a selling
      concession, a fee or other remuneration and the offer or sale of the
      Transferred Certificates thereto occurs prior to the expiration of the
      applicable 40-day distribution compliance period, the Transferor has sent
      a confirmation or other notice to the Transferee stating that the
      Transferred Certificates may be offered and sold during the distribution
      compliance period only in accordance with the provisions of Regulation S
      under the Securities Act, pursuant to registration of the Transferred
      Certificates under the Securities Act or pursuant to an available
      exemption from the registration requirements of the Securities Act.


                                       Very truly yours,


                                       _________________________________________
                                       (Transferor)



                                       By:  ____________________________________
                                       Name:  __________________________________
                                       Title:  _________________________________


                                     F-1D-3
<PAGE>

                                  EXHIBIT F-2A

                FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM

                                     [Date]

[_________]
[_________]
Attention:  [_________]

[OR OTHER CERTIFICATE REGISTRAR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [______], Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of [______] (the "Closing Date") of
            $__________] [evidencing a ____% Percentage Interest in the related
            Class] (the "Transferred Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of [______] (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, [___________], [___________] and [___________], as master servicers
(in such capacity, the "Master Servicers"), [_________] and [_________], as
special servicers (in such capacity, the "Special Servicers"), and [_________],
as trustee (in such capacity, the "Trustee"). All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Depositor
and the Trustee, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act"), and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the sale to it is being made in reliance
on Rule 144A. The Transferee is acquiring the Transferred Certificates for its
own account or for the account of another Qualified Institutional Buyer, and
understands that such Transferred Certificates may be resold, pledged or
transferred only (a) to a person reasonably believed to be a Qualified
Institutional Buyer that purchases for its own account or for the account of
another Qualified Institutional Buyer and to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act.


                                     F-2A-1
<PAGE>

            2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) the nature, performance and servicing of the Mortgage Loans, (d) the Pooling
and Servicing Agreement and the Trust Fund created pursuant thereto, and (e) all
related matters, that it has requested.

            3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.


                                       Very truly yours,


                                       _________________________________________
                                       (Transferee)



                                       By:  ____________________________________
                                       Name:  __________________________________
                                       Title:  _________________________________


                             Nominee Acknowledgment

            The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.


                                       _________________________________________
                                       (Nominee)



                                       By:  ____________________________________
                                       Name:  __________________________________
                                       Title:  _________________________________


                                     F-2A-2
<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates being
transferred (the "Transferred Certificates") as described in the Transferee
certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificates (the "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A") because (i) the Transferee [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $______________________(1) in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

      ___   Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or any
            organization described in Section 501(c)(3) of the Internal Revenue
            Code of 1986.

      ___   Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any state, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the state or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. bank, and not more than 18 months
            preceding such date of sale in the case of a foreign bank or
            equivalent institution.

      ___   Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar


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

(1) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.


                                     F-2A-3
<PAGE>


            institution, which is supervised and examined by a state or federal
            authority having supervision over any such institutions or is a
            foreign savings and loan association or equivalent institution and
            (b) has an audited net worth of at least $25,000,000 as demonstrated
            in its latest annual financial statements, a copy of which is
            attached hereto, as of a date not more than 16 months preceding the
            date of sale of the Transferred Certificates in the case of a U.S.
            savings and loan association, and not more than 18 months preceding
            such date of sale in the case of a foreign savings and loan
            association or equivalent institution.

      ___   Broker-dealer. The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934, as amended.

      ___   Insurance Company. The Transferee is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State, U.S.
            territory or the District of Columbia.

      ___   State or Local Plan. The Transferee is a plan established and
            maintained by a State, its political subdivisions, or any agency or
            instrumentality of the State or its political subdivisions, for the
            benefit of its employees.

      ___   ERISA Plan. The Transferee is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974.

      ___   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940, as amended.

      ___   QIB Subsidiary. All of the Transferee's equity owners are "qualified
            institutional buyers" within the meaning of Rule 144A.

      ___   Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under subsection
            (a)(1) of Rule 144A pursuant to which it qualifies. Note that
            registered investment companies should complete Annex 2 rather than
            this Annex 1.) _____________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________

            3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee did
not include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee
used the cost of such


                                     F-2A-4
<PAGE>

securities to such Person, unless such Person reports its securities holdings in
its financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in
which case the securities were valued at market. Further, in determining such
aggregate amount, the Transferee may have included securities owned by
subsidiaries of such Person, but only if such subsidiaries are consolidated with
such Person in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such subsidiaries are
managed under such Person's direction. However, such securities were not
included if such Person is a majority-owned, consolidated subsidiary of another
enterprise and such Person is not itself a reporting company under the
Securities Exchange Act of 1934, as amended.

            5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee may be in reliance on Rule 144A.

            ___  ___  Will the Transferee be purchasing the Transferred
            Yes  No   Certificates only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

            7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.

            8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.

                                    ____________________________________________
                                    Print Name of Transferee

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________
                                    Date: ______________________________________


                                     F-2A-5
<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [For Transferees That Are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificates (the "Transferee") or, if
the Transferee is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933, as amended ("Rule 144A") because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee's Family
of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Transferee or the Transferee's Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

      ____  The Transferee owned and/or invested on a discretionary basis
            $___________________ in securities (other than the excluded
            securities referred to below) as of the end of the Transferee's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

      ____  The Transferee is part of a Family of Investment Companies which
            owned in the aggregate $______________ in securities (other than the
            excluded securities referred to below) as of the end of the
            Transferee's most recent fiscal year (such amount being calculated
            in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations,


                                     F-2A-6
<PAGE>

(iv) repurchase agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest rate and commodity swaps. For purposes of
determining the aggregate amount of securities owned and/or invested on a
discretionary basis by the Transferee, or owned by the Transferee's Family of
Investment Companies, the securities referred to in this paragraph were
excluded.

            5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee will be in reliance on Rule 144A.

            ___  ___  Will the Transferee be purchasing the Transferred
            Yes  No   Certificates only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

            7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Transferred Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.

            8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.


                                       Print Name of Transferee or Adviser



                                       By:  ____________________________________
                                       Name:  __________________________________
                                       Title:  _________________________________


                                       IF AN ADVISER:

                                       Print Name of Transferee



                                       Date:  __________________________________


                                     F-2A-7
<PAGE>

                                  EXHIBIT F-2B

               FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM

                                     [Date]

[_________]
[_________]
Attention:  [_________]

[OR OTHER CERTIFICATE REGISTRAR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [______], Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of [______] (the "Closing Date") of
            $__________] [evidencing a ____% Percentage Interest in the related
            Class] (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
______________ (the "Transferor") to ______________________ (the "Transferee")
of the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of [______] (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp. as
depositor, [___________], [___________] and [___________], as master servicers
(in such capacity, the "Master Servicers"), [_________] and [_________], as
special servicers (in such capacity, the "Special Servicers"), and [_________],
as trustee (in such capacity, the "Trustee"). All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

            1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

            2. Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant to any applicable state securities laws or (ii) sold or
transferred in a transaction which is exempt from such registration and
qualification and the Certificate Registrar has received (A) a certificate from
the prospective transferor substantially in the form attached as Exhibit F-1A to
the Pooling and


                                     F-2B-1
<PAGE>

Servicing Agreement; (B) a certificate from the prospective transferor
substantially in the form attached as Exhibit F-1B to the Pooling and Servicing
Agreement and a certificate from the prospective transferee substantially in the
form attached either as Exhibit F-2A or as Exhibit F-2B to the Pooling and
Servicing Agreement; or (C) an Opinion of Counsel satisfactory to the
Certificate Registrar that the transfer may be made without registration under
the Securities Act, together with the written certification(s) as to the facts
surrounding the transfer from the prospective transferor and/or prospective
transferee upon which such Opinion of Counsel is based.

            3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
            SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
            INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY
            PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
            SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
            OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
            BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
            REFERRED TO HEREIN.

            4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a


                                     F-2B-2
<PAGE>

Transferred Certificate or any other similar security to any person in any
manner, (b) solicited any offer to buy or accept a transfer, pledge or other
disposition of any Transferred Certificate, any interest in a Transferred
Certificate or any other similar security from any person in any manner, (c)
otherwise approached or negotiated with respect to any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security with any
person in any manner, (d) made any general solicitation by means of general
advertising or in any other manner, or (e) taken any other action, that (in the
case of any of the acts described in clauses (a) through (e) above) would
constitute a distribution of the Transferred Certificates under the Securities
Act, would render the disposition of the Transferred Certificates a violation of
Section 5 of the Securities Act or any state securities law or would require
registration or qualification of the Transferred Certificates pursuant thereto.
The Transferee will not act, nor has it authorized nor will it authorize any
person to act, in any manner set forth in the foregoing sentence with respect to
the Transferred Certificates, any interest in the Transferred Certificates or
any other similar security.

            5. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto and (e) all
related matters, that it has requested.

            6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an
entity in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.

            7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

                                       Very truly yours,



                                       By: ___________________________________
                                           (Transferee)

                                       Name:
                                       Title:


                                     F-2B-3
<PAGE>

                             Nominee Acknowledgment

            The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                       _________________________________________
                                       (Nominee)



                                       By:______________________________________
                                          Name:
                                          Title:


                                     F-2B-4
<PAGE>

                                  EXHIBIT F-2C

                        FORM I OF TRANSFEREE CERTIFICATE
            FOR TRANSFERS OF INTERESTS IN NON-REGISTERED CERTIFICATES
                             HELD IN BOOK-ENTRY FORM

                                     [Date]

[TRANSFEROR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [______], Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of [______] (the "Closing Date") of
            $__________] (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
_____________ (the "Transferor") to _________________ (the "Transferee") through
our respective Depository Participants of the Transferor's beneficial ownership
interest (currently maintained on the books and records of The Depository Trust
Corporation ("DTC") and the Depository Participants) in the Transferred
Certificates. The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement dated as of [______] (the
"Pooling and Servicing Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor, [___________], [___________] and [___________],
as master servicers (in such capacity, the "Master Servicers"), [_________] and
[_________], as special servicers (in such capacity, the "Special Servicers"),
and [_________], as trustee (in such capacity, the "Trustee"). All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to and agrees with you, and for the benefit
of the Depositor, the Trustee and the Certificate Registrar, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act") and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the Transfer to it of the Transferor's
interest in the Transferred Certificates is being made in reliance on Rule 144A.
The Transferee is acquiring such interest in the Transferred Certificates for
its own account or for the account of a Qualified Institutional Buyer.

            2. The Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) neither the
Depositor nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant any applicable


                                     F-2C-1
<PAGE>

state securities laws or (ii) sold or transferred in transactions which are
exempt from such registration and qualification.

            3. The Transferee understands that it may not sell or otherwise
transfer any Transferred Certificate, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
            SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
            INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY
            PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
            SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
            OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
            BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
            REFERRED TO HEREIN.


                                     F-2C-2
<PAGE>

            4. The Transferee has been furnished with all information regarding
(a) The Depositor, (b) the Transferred Certificates and distributions thereon,
(c) the nature, performance and servicing of the Mortgage Loans, (d) the Pooling
and Servicing Agreement, and (e) all related matters, that it has requested.

                                       Very truly yours,

                                       (Transferee)


                                       By:______________________________________
                                          Name:
                                          Title:


                                     F-2C-3
<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [for Transferees other than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Credit Suisse First Boston Mortgage
Securities Corp. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity acquiring interests in the Transferred Certificates (the
"Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A") because (i) [the Transferee] [each of the Transferee's equity owners]
owned and/or invested on a discretionary basis $______________________(2) in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

      ___   Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or any
            organization described in Section 501(c)(3) of the Internal Revenue
            Code of 1986.

      ___   Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any State, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the State or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. bank, and not more than 18 months
            preceding such date of sale for a foreign bank or equivalent
            institution.

      ___   Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar


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

(2) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.


                                     F-2C-4
<PAGE>

            institution, which is supervised and examined by a State or Federal
            authority having supervision over any such institutions or is a
            foreign savings and loan association or equivalent institution and
            (b) has an audited net worth of at least $25,000,000 as demonstrated
            in its latest annual financial statements, a copy of which is
            attached hereto, as of a date not more than 16 months preceding the
            date of sale of the Transferred Certificates in the case of a U.S.
            savings and loan association, and not more than 18 months preceding
            such date of sale in the case of a foreign savings and loan
            association or equivalent institution.

      ___   Broker-dealer. The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934, as amended.

      ___   Insurance Company. The Transferee is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State, U.S.
            territory or the District of Columbia.

      ___   State or Local Plan. The Transferee is a plan established and
            maintained by a State, its political subdivisions, or any agency or
            instrumentality of the State or its political subdivisions, for the
            benefit of its employees.

      ___   ERISA Plan. The Transferee is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974.

      ___   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940, as amended.

      ___   QIB Subsidiary. All of the Transferee's equity owners are "qualified
            institutional buyers" within the meaning of Rule 144A.

      ___   Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under subsection
            (a)(1) of Rule 144A pursuant to which it qualifies. Note that
            registered investment companies should complete Annex 2 rather than
            this Annex 1.)

            3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
did not include (i) securities of issuers that are affiliated with such Person,
(ii) securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any such Person, the
Transferee used the cost of such securities to such Person, unless such Person
reports its securities holdings in its financial statements on the basis of
their market value, and no current information with respect to the cost


                                     F-2C-5
<PAGE>

of those securities has been published, in which case the securities were valued
at market. Further, in determining such aggregate amount, the Transferee may
have included securities owned by subsidiaries of such Person, but only if such
subsidiaries are consolidated with such Person in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under such Person's direction.
However, such securities were not included if such Person is a majority-owned,
consolidated subsidiary of another enterprise and such Person is not itself a
reporting company under the Securities Exchange Act of 1934, as amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
and understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more Transfers to the Transferee may be in reliance on Rule 144A.

            ____  ____  Will the Transferee be acquiring interests in the
            Yes   No    Transferred Certificates only for the Transferee's own
                        account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is acquiring any interest in the Transferred
Certificates for an account other than its own, such account belongs to a third
party that is itself a "qualified institutional buyer" within the meaning of
Rule 144A, and the "qualified institutional buyer" status of such third party
has been established by the Transferee through one or more of the appropriate
methods contemplated by Rule 144A.

            7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's acquisition of any interest in of
the Transferred Certificates will constitute a reaffirmation of this
certification as of the date of such acquisition. In addition, if the Transferee
is a bank or savings and loan as provided above, the Transferee agrees that it
will furnish to such parties any updated annual financial statements that become
available on or before the date of such acquisition, promptly after they become
available.

            8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.


                                       (Transferee)



                                       By:____________________________________
                                          Name:
                                          Title:
                                          Date:


                                     F-2C-6
<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [for Transferees that are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Credit Suisse First Boston Mortgage
Securities Corp. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity acquiring interests in the Transferred Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A") because the Transferee is part of a Family of Investment Companies (as
defined below), is an executive officer of the investment adviser (the
"Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

      ____  The Transferee owned and/or invested on a discretionary basis
            $___________________ in securities (other than the excluded
            securities referred to below) as of the end of the Transferee's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

      ____  The Transferee is part of a Family of Investment Companies which
            owned in the aggregate $______________ in securities (other than the
            excluded securities referred to below) as of the end of the
            Transferee's most recent fiscal year (such amount being calculated
            in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).


                                     F-2C-7
<PAGE>

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more Transfers to the Transferee will be in reliance on Rule 144A.

            ____  ____  Will the Transferee be acquiring interests in the
            Yes   No    Transferred Certificates only for the Transferee's own
                        account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is acquiring any interest in the Transferred
Certificates for an account other than its own, such account belongs to a third
party that is itself a "qualified institutional buyer" within the meaning of
Rule 144A, and the "qualified institutional buyer" status of such third party
has been established by the Transferee through one or more of the appropriate
methods contemplated by Rule 144A.

            7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's acquisition of any interest in the
Transferred Certificates will constitute a reaffirmation of this certification
by the undersigned as of the date of such acquisition.

            8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.


                                       (Transferee or Adviser)



                                       By:____________________________________
                                          Name:
                                          Title:


                                     F-2C-8
<PAGE>

                                       IF AN ADVISER:


                                       _________________________________________
                                       Print Name of Transferee

                                       Date:


                                     F-2C-9
<PAGE>

                                  EXHIBIT F-2D

                      FORM II OF TRANSFEREE CERTIFICATE FOR
              TRANSFERS OF INTERESTS IN NON-REGISTERED CERTIFICATES
                             HELD IN BOOK ENTRY FORM

                                     [Date]

[TRANSFEROR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [______], Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of [______] (the "Closing Date") of
            $__________] (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of [______] (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, [___________],
[___________] and [___________], as master servicers (in such capacity, the
"Master Servicers"), [_________] and [_________], as special servicers (in such
capacity, the "Special Servicers"), and [_________], as trustee (in such
capacity, the "Trustee"). All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to and
agrees with you, and for the benefit of the Depositor, the Trustee and the
Certificate Registrar, that:

            1. The Transferee is not a United States Securities Person. For
purposes of this certification, "United States Securities Person" means (i) any
natural person resident in the United States, (ii) any partnership or
corporation organized or incorporated under the laws of the United States; (iii)
any estate of which any executor or administrator is a United States Securities
Person, other than any estate of which any professional fiduciary acting as
executor or administrator is a United States Securities Person if an executor or
administrator of the estate who is not a United States Securities Person has
sole or shared investment discretion with respect to the assets of the estate
and the estate is governed by foreign law, (iv) any trust of which any trustee
is a United States Securities Person, other than a trust of which any
professional fiduciary acting as trustee is a United States Securities Person if
a trustee who is not a United States Securities Person has sole or shared
investment discretion with respect to the trust assets and no beneficiary of the
trust (and so settler if the trust is revocable) is a United States Securities
Person, (v) any agency or branch of a foreign entity located in the United
States, unless the


                                     F-2D-1
<PAGE>

agency or branch operates for valid business reasons and is engaged in the
business of insurance or banking and is subject to substantive insurance or
banking regulation, respectively, in the jurisdiction where located, (vi) any
non-discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary for the benefit or account of a United
States Securities Person, (vii) any discretionary account or similar account
(other than an estate or trust) held by a dealer or other fiduciary organized,
incorporated or (if an individual) resident in the United States, other than one
held for the benefit or account of a non-United States Securities Person by a
dealer or other professional fiduciary organized, incorporated or (if any
individual) resident in the United States, (viii) any partnership or corporation
if (a) organized or incorporated under the laws of any foreign jurisdiction and
(b) formed by a United States Securities Person principally for the purpose of
investing in securities not registered under the Securities Act, unless it is
organized or incorporated, and owned, by "accredited investors" (as defined in
Rule 501(a)) under the United States Securities Act of 1933, as amended (the
"Securities Act"), who are not natural persons, estates or trusts; provided,
however, that the International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American Development Bank, the Asian
Development Bank, the African Development Bank, the United Nations and their
agencies, affiliates and pension plans, any other similar international
organization, their agencies, affiliates and pension plans shall not constitute
United States Securities Persons.

            2. The Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) neither the
Depositor nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant any applicable state securities laws, or (ii) is sold or
transferred in transactions which are exempt from such registration and
qualification.

            3. The Transferee understands that it may not sell or otherwise
transfer any Transferred Certificate, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.


                                     F-2D-2
<PAGE>

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
            SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
            INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY
            PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
            SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
            OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
            BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
            REFERRED TO HEREIN.

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorized
you to produce this certification to any interested party in such proceedings.

Dated:    __________, ____

                                       By:______________________________________
                                       As, or agent for, the beneficial
                                       owner(s) of the Certificates to which
                                       this certificate relates


                                     F-2D-3
<PAGE>

                                   EXHIBIT G-1

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES AND NON-INVESTMENT GRADE
            CERTIFICATES HELD IN FULLY REGISTERED, CERTIFICATED FORM)

                                     [Date]

[_________]
[_________]
Attention:  [_________]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [______], Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of [______] (the "Closing Date") of
            $__________] [evidencing a ____% Percentage Interest in the related
            Class] (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of [______] (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, [___________], [___________] and [___________], as master servicers
(in such capacity, the "Master Servicers"), [_________] and [_________], as
special servicers (in such capacity, the "Special Servicers"), and [_________],
as trustee (in such capacity, the "Trustee"). All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you as Certificate Registrar, as follows (check the applicable
paragraph):

      ___   The Transferee is neither (A) a retirement plan or other employee
            benefit plan or arrangement, including an individual retirement
            account or annuity, a Keogh plan or a collective investment fund or
            separate account in which such plans, accounts or arrangements are
            invested, including an insurance company general account, that is
            subject to ERISA or Section 4975 of the Code (each, a "Plan"), nor
            (B) a Person who is directly or indirectly purchasing the
            Transferred Certificates on behalf of, as named fiduciary of, as
            trustee of, or with assets of a Plan; or

      ___   The Transferee is using funds from an insurance company general
            account to acquire the Transferred Certificates, however, the
            purchase and holding of such Certificates by such Person is exempt
            from the prohibited transaction provisions of Section 406 of ERISA
            and Section 4975 of the Code by reason of Sections I and III of
            Prohibited Transaction Class Exemption 95-60.


                                     G-1-1
<PAGE>

      ___   The Transferred Certificates are Class ___ Certificates, an interest
            in which is being acquired by or on behalf of a Plan in reliance on
            the individual prohibited transaction exemption issued by the U.S.
            Department of Labor to Credit Suisse First Boston LLC (PTE 89-90),
            and such Plan (X) is an accredited investor as defined in Rule
            501(a)(1) of Regulation D of the Securities Act, (Y) is not
            sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
            Trustee, the Depositor, any Mortgage Loan Seller, any Master
            Servicer, any Special Servicer, any Exemption-Favored Party, any
            Primary Servicer, any Sub-Servicer, any Person responsible for the
            servicing and administration of Loan B and/or Loan C or any
            Borrower with respect to any Trust Mortgage Loan or group of Trust
            Mortgage Loans that represents more than 5% of the aggregate
            unamortized principal balance of the Trust Mortgage Loans determined
            on the date of the initial issuance of the Certificates, or by an
            Affiliate of any such Person, and (Z) agrees that it will obtain
            from each of its Transferees to which it transfers an interest in
            the Transferred Certificates, a written representation that such
            Transferee, if a Plan, satisfies the requirements of the immediately
            preceding clauses (X) and (Y), together with a written agreement
            that such Transferee will obtain from each of its Transferees that
            are Plans a similar written representation regarding satisfaction of
            the requirements of the immediately preceding clauses (X) and (Y).


                                       Very truly yours,


                                       _________________________________________
                                       (Transferee)



                                       By:______________________________________
                                          Name:  _______________________________
                                          Title:  ______________________________


                                     G-1-2
<PAGE>

                                   EXHIBIT G-2

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES HELD IN BOOK ENTRY FORM)

                                     [Date]

[TRANSFEROR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [______], Class ______
            Certificates [having an initial aggregate Certificate [Principal
            Balance] [Notional Amount] as of [______] (the "Closing Date") of
            $__________] [evidencing a ____% Percentage Interest in the related
            Class] (the "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of [______] (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, [___________],
[___________] and [___________], as master servicers (in such capacity, the
"Master Servicers"), [_________] and [_________], as special servicers (in such
capacity, the "Special Servicers"), and [_________], as trustee (in such
capacity, the "Trustee"). All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you as
follows (check the applicable paragraph):

      ___   The Transferee is neither (A) a retirement plan, an employee benefit
            plan or other retirement arrangement, including an individual
            retirement account or annuity, a Keogh plan or a collective
            investment fund or separate account in which such plans, accounts or
            arrangements are invested, including an insurance company general
            account, that is subject to Section 406 of ERISA or Section 4975 of
            the Code (each, a "Plan"), nor (B) a Person who is directly or
            indirectly purchasing an interest in the Transferred Certificates on
            behalf of, as named fiduciary of, as trustee of, or with assets of,
            a Plan;

      ___   The Transferee is using funds from an insurance company general
            account to acquire an interest in the Transferred Certificates,
            however, the purchase and holding of such interest by such Person is
            exempt from the prohibited transaction provisions of Section 406 of
            ERISA and Section 4975 of the Code by reason of Sections I and III
            of Prohibited Transaction Class Exemption 95-60; or


                                     G-2-1
<PAGE>

      ___   The Transferred Certificates are Class ____ Certificates, an
            interest in which is being acquired by or on behalf of a Plan in
            reliance on the individual prohibited transaction exemption issued
            by the U.S. Department of Labor to Credit Suisse First Boston LLC
            (PTE 89-90), and such Plan (X) is an accredited investor as defined
            in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
            sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
            Trustee, the Depositor, any Mortgage Loan Seller, any Master
            Servicer, any Special Servicer, any Exemption-Favored Party, any
            Primary Servicer, any Sub-Servicer, any Person responsible for the
            servicing and administration of Loan B and/or Loan C or any
            Borrower with respect to any Trust Mortgage Loan or group of Trust
            Mortgage Loans that represents more than 5% of the aggregate
            unamortized principal balance of the Trust Mortgage Loans determined
            on the date of the initial issuance of the Certificates, or by an
            Affiliate of any such Person, and (Z) agrees that it will obtain
            from each of its Transferees to which it transfers an interest in
            the Transferred Certificates, a written representation that such
            Transferee, if a Plan, satisfies the requirements of the immediately
            preceding clauses (X) and (Y), together with a written agreement
            that such Transferee will obtain from each of its Transferees that
            are Plans a similar written representation regarding satisfaction of
            the requirements of the immediately preceding clauses (X) and (Y).


                                       _________________________________________
                                       (Transferee)



                                       By:______________________________________
                                          Name:  _______________________________
                                          Title:  ______________________________


                                     G-2-2
<PAGE>

                                   EXHIBIT H-1

                FORM OF RESIDUAL TRANSFER AFFIDAVIT AND AGREEMENT
                    FOR TRANSFERS OF CLASS [___] CERTIFICATES

STATE OF                )
                        ) ss:
COUNTY OF               )

            ____________________, being first duly sworn, deposes and says that:

            1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
[______], Class [___], evidencing a ___% Percentage Interest in such Class (the
"Residual Interest Certificates")), a _________________ duly organized and
validly existing under the laws of ____________________, on behalf of which
he/she makes this affidavit. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement pursuant to which the Residual Interest Certificates were
issued (the "Pooling and Servicing Agreement").

            2. The Transferee (i) is, and as of the date of transfer will be, a
Permitted Transferee and will endeavor to remain a Permitted Transferee for so
long as it holds the Residual Certificates, and (ii) is acquiring the Residual
Certificates for its own account or for the account of another prospective
transferee from which it has received an affidavit in substantially the same
form as this affidavit. A "Permitted Transferee" is any Person other than a
Disqualified Organization, a possession of the United States, Non-United States
Tax Person, domestic partnership whose beneficial interests are not all held by
United States Persons (as defined below) or a foreign permanent establishment or
fixed based (each within the meaning of an applicable tax treaty) of a United
States Person. (For this purpose, a "Disqualified Organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income).

            3. The Transferee is aware (i) of the tax that would be imposed
under the Code on transfers of the Residual Interest Certificates to
non-Permitted Transferees; (ii) that such tax would be on the transferor or, if
such transfer is through an agent (which Person includes a broker, nominee or
middleman) for a non-Permitted Transferee, on the agent; (iii) that the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such Person an affidavit that the transferee is a
Permitted Transferee and, at the time of transfer,


                                     H-1-1
<PAGE>

such Person does not have actual knowledge that the affidavit is false; and (iv)
that the Residual Interest Certificates may be a "noneconomic residual interest"
within the meaning of Treasury regulation Section 1.860E-1(c) and that the
transferor of a noneconomic residual interest will remain liable for any taxes
due with respect to the income on such residual interest, unless no significant
purpose of the transfer is to enable the transferor to impede the assessment or
collection of tax.

            4. The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Interest Certificates if at any time during the
taxable year of the pass-through entity a non-Permitted Transferee is the record
holder of an interest in such entity. (For this purpose, a "pass-through entity"
includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)

            5. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Interest Certificates by the Transferee
unless the Transferee's transferee, or such transferee's agent, delivers to the
Certificate Registrar, among other things, an affidavit and agreement in
substantially the same form as this affidavit and agreement. The Transferee
expressly agrees that it will not consummate any such transfer if it knows or
believes that any representation contained in such affidavit and agreement is
false.

            6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Interest Certificates will
only be owned, directly or indirectly, by a Permitted Transferee. In addition,
the Transferee will honor all the restrictions set forth herein upon any
subsequent transfers of the Class [___] Certificates.

            7. The Transferee's taxpayer identification number is
_________________.

            8. The Transferee has reviewed the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Residual Interest Certificates (in particular, clause (ii)(A) of
Section 5.02(d) which authorizes the Trustee to deliver payments on the Residual
Interest Certificates to a Person other than the Transferee and clause (ii)(B)
of Section 5.02(d) which authorizes the Trustee to negotiate a mandatory sale of
the Residual Interest Certificates, in either case, in the event that the
Transferee holds such Residual Interest Certificates in violation of Section
5.02(d)); and the Transferee expressly agrees to be bound by and to comply with
such provisions.

            9. No purpose of the Transferee relating to its purchase or any sale
of the Residual Certificates is or will be to impede the assessment or
collection of any tax.

            10. In accordance with Treasury Regulation Section 1.860E-1 [check
the statement that applies]:

            (a) The consideration paid to the Transferee for accepting the Class
      [___] Certificates is greater than the present value of the anticipated
      net federal income taxes and tax benefits ("Tax Liability Present Value")
      associated with owning such Certificates, with such present value computed
      using a discount rate equal to the "federal short-term rate" prescribed by
      Section 1274 of the Code as of the date hereof or, to the


                                     H-1-2
<PAGE>

      extent it is not, the Transferee has regularly borrowed, in the ordinary
      course of its trade or business, substantial funds from unrelated third
      parties at a lower interest rate than such applicable federal rate and the
      consideration paid to the Transferee is greater than the Tax Liability
      Present Value using such lower interest rate as the discount rate and the
      transactions in question with unrelated third party lenders, the interest
      rate or rates, the date or dates of such transactions, and the maturity
      dates or, in the case of adjustable rate debt instruments, the relevant
      adjustment dates or periods, with respect to such borrowings, are
      accurately reflected in Exhibit A to this letter; _______

            or

            (b) the Transferee (i) is an "eligible corporation" as defined in
      Section 1.860E-1(c)(6)(i) of the Treasury Regulations, as to which the
      income of the Residual Interest Certificates will only be subject to
      taxation in the United States, (ii) has, and has had in each of its two
      preceding fiscal years, gross assets for financial reporting purposes
      (excluding any obligation of a person related to the transferee within the
      meaning of Section 1.860E-1(c)(6)(i) of the Treasury Regulations or any
      other assets if a principal purpose for holding or acquiring such other
      assets is to satisfy this condition) in excess of $100 million and net
      assets of $10 million, and (iii) hereby agrees only to transfer the
      Certificate to another corporation meeting the criteria set forth in this
      letter. _______

            11. The Transferee will not cause the income from the Residual
Interest certificate to be attributed to a foreign permanent establishment or
fixed base.

            12. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Residual
Certificates.

            For purposes of this affidavit, a "United States Person" is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in, or under the laws of, the United States or any
political subdivision thereof, 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 as to which (i) a court in the United States
is able to exercise primary supervision over the administration of the trust and
(ii) one or more United States fiduciaries have the right to control all
substantial decisions of the trust.


                                     H-1-3
<PAGE>

            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its ____________________ and its corporate seal to be hereunto attached,
attested by its [Assistant] Secretary, this ______ day of ______________.


                                       [TRANSFEREE]



                                       By:____________________________________
                                          [Name of Officer]
                                          [Title of Officer]

[Corporate Seal]

ATTEST:

_________________________________
[Assistant] Secretary

            Personally appeared before me the above-named ____________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the ____________________ 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
__________________, ________.


____________________________
NOTARY PUBLIC

COUNTY OF _____________________

STATE OF ______________________

My Commission expires the _________ day of ___________, 20__.


                                     H-1-4
<PAGE>

                                   EXHIBIT H-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                            CLASS [___] CERTIFICATES

                                     [Date]

[_________]
[_________]
Attention:  [_________]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [______], Class [___]
            Certificates, evidencing a ____% Percentage Interest in such Class
            (the "Residual Interest Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
______________ (the "Transferor") to _________________ (the "Transferee") of the
Residual Interest Certificates, pursuant to the Pooling and Servicing Agreement
dated as of [______] (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp. as depositor, [___________],
[___________] and [___________], as master servicers (in such capacity, the
"Master Servicers"), [_________] and [_________], as special servicers (in such
capacity, the "Special Servicers"), and [_________], as trustee (in such
capacity, the "Trustee"). All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

            1. No purpose of the Transferor relating to the transfer of the
Residual Interest Certificates by the Transferor to the Transferee is or will be
to impede the assessment or collection of any tax.

            2. The Transferor understands that the Transferee has delivered to
you a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit H-1. The Transferor does not know or believe that
any representation contained therein is false.

            3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee (or the
beneficial owners of the Transferee if the Transferee is classified as a
partnership under the Code) as contemplated by Treasury regulation Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has
determined that the Transferee has historically paid its debts as they became
due and has found no significant evidence to indicate that the Transferee will
not continue to pay its debts as they become due in the future. The Transferor
understands that the transfer of the Residual Interest Certificates may not be
respected for United States income tax purposes (and the


                                     H-2-1
<PAGE>

Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.


                                       Very truly yours,

                                       [TRANSFEROR]



                                       By:____________________________________
                                          (Transferor)
                                          Name:
                                          Title:


                                     H-2-2
<PAGE>

                                    EXHIBIT I

                             INVESTOR CERTIFICATION

                                     [Date]

[TRUSTEE]

[APPLICABLE MASTER SERVICER]

[APPLICABLE SPECIAL SERVICER]

            In accordance with Section ____ of the Pooling and Servicing
Agreement, dated as of [______] (the "Agreement"), among Credit Suisse First
Boston Mortgage Securities Corp. as Depositor, [___________], [___________] and
[___________] as Master Servicers, [_________] and [_________] as Special
Servicers, and you, as Trustee, with respect to the Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
[______] (the "Certificates"), the undersigned hereby certifies and agrees as
follows:

            1.____The undersigned is a [registered holder] [beneficial owner]
[prospective purchaser] of Class ____ Certificates.

            2. The undersigned is requesting, pursuant to Section ___ of the
Agreement, is requesting access to certain information (the "Information") on
[the Trustee's] [Master Servicer No. ___'s] [Special Servicer No. ___'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] [Master Servicer No. ___'s]
[Special Servicer No. ___'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 [of its investment in] 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, or any rule or regulation
promulgated under, any provision of the Securities Act of 1933, as amended (the
"Securities Act"), or the Securities Exchange Act


                                      I-1
<PAGE>

of 1934, as amended, or would require registration of any Certificate pursuant
to Section 5 of the Securities Act.

            5. Investor hereby acknowledges and agrees that:

            (a) Neither the Master Servicer nor the Trustee will make any
      representations or warranties as to the accuracy or completeness of, and
      will assume no responsibility for, any report, document or other
      information delivered pursuant to this request or made available on its
      Website;

            (b) Neither the Master Servicer nor the Trustee has undertaken any
      obligation to verify the accuracy or completeness of any information
      provided by a Borrower, a third party, each other or any other Person that
      is included in any report, document or other information delivered
      pursuant to this request or made available on its respective Website;

            (c) Any transmittal of any report, document or other information to
      Investor by the Master Servicer or the Trustee is subject to, which
      transmittal may (but need not be) accompanied by a letter containing, the
      following provision:

            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 [______] from purchasing or selling such Certificates in
            circumstances where the other party to the transaction is not also
            in possession of such information. You also acknowledge and agree
            that such information is being provided to you for the purposes of,
            and such information may be used only in connection with, evaluation
            by you or another Certificateholder, Certificate Owner or
            prospective purchaser of such Certificates or beneficial interest
            therein;

            (d) When delivering any report, document or other information
      pursuant to this request, the Master Servicer or the Trustee may (i)
      indicate the source thereof and may affix thereto any disclaimer it deems
      appropriate in its discretion and (ii) contemporaneously provide such
      report, document or information to the Depositor, the Trustee, the Initial
      Purchaser, any Underwriter, any Rating Agency or Certificateholders or
      Certificate Owners.

            6. 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, the Master Servicers, the Special Servicers 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.


                                      I-2
<PAGE>

            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:


                                      I-3
<PAGE>

                                   EXHIBIT J-1

                   FORM OF INTERMEDIATE TRUSTEE 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 [______])

Ladies and Gentlemen:

            In accordance with Sections 2.02 (b) of the Pooling and Servicing
Agreement, dated [______], by and among Credit Suisse First Boston Mortgage
Securities Corp. as Depositor, [___________], [___________] and [___________] as
master servicers, [_________] and [_________] as special servicers, and
[_________], as trustee (the "Agreement"), with respect to the Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series [______], the undersigned, as Trustee, hereby certifies as
to each Loan subject to the Agreement (other than Loan B, Loan C and other than
any Loan paid in full and any Loan specifically identified in any exception
report annexed hereto as not being covered by this certification), (i) all
documents specified in clauses (a)(i) through (a)(v), (a)(ix) (without regard to
the parenthetical clause), (a)(xi), (a)(xii), (a)(xvi) and (a)(xviii) of the
definition of "Mortgage File" in the Agreement are in its possession, and (ii)
all documents delivered or caused to be delivered by the applicable Mortgage
Loan Seller constituting the related Mortgage File 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 subject 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


                                     J-1-1
<PAGE>

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,

                                       [_________],
                                          as Trustee,



                                       By:____________________________________
                                          Name:
                                          Title:


                                     J-1-2
<PAGE>

                                   Schedule A

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, NY 10010

[___________]
[___________]

[___________]
[___________]

[___________]
[___________]

[___________]
[___________]

[___________]
[___________]

[___________]
[___________]

[___________]
[___________]

[___________]
[___________]



                                     J-1-3
<PAGE>

                                   EXHIBIT J-2

                       FORM OF FINAL TRUSTEE 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 [______])

Ladies and Gentlemen:

            In accordance with Section 2.02(c) of the Pooling and Servicing
Agreement, dated [______], by and among Credit Suisse First Boston Mortgage
Securities Corp. as Depositor, [___________], [___________] and [___________] as
master servicers, [_________] and [_________] as special servicers and
[_________], as trustee (the "Agreement"), with respect to the Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series [______], the undersigned, as trustee, hereby certifies
that, subject to Section 2.02(d), as to each Loan subject to the Agreement
(excluding Loan B, Loan C, any Loan as to which a Liquidation Event has
occurred and any Loan specifically identified in any exception report annexed
hereto), (i) all documents specified in clauses (a)(i) through (a)(v), (a)(ix)
(without regard to the parenthetical clause), (a)(xi), (a)(xii), (a)(xvi) and
(a)(xviii) of the definition of "Mortgage File" in the Agreement, are in its
possession, (ii) it has received either a recorded original of each of the
assignments specified in clause (a)(iii) and clause (a)(v) of the definition of
"Mortgage File" in the Agreement, 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.

            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.

                                       [_________], as Trustee,



                                       By: ___________________________________
                                          Name:
                                          Title:


                                     J-2-1
<PAGE>

                                   Schedule A

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, NY 10010


[___________]
[___________]

[___________]
[___________]

[___________]
[___________]

[___________]
[___________]

[___________]
[___________]

[___________]
[___________]

[___________]
[___________]

[___________]
[___________]


                                     J-2-2
<PAGE>

                                    EXHIBIT K

                           SCHEDULE OF REFERENCE RATES

  Distribution Date     Reference Rate     Distribution Date     Reference Rate
--------------------   ----------------   -------------------   ----------------




                                      K-1
<PAGE>

                                    EXHIBIT L

                      FORM OF SARBANES-OXLEY CERTIFICATION

      Re:   CSFB Commercial Mortgage Trust [______] (the "Trust"), Commercial
            Mortgage Pass-Through Certificates, Series [______]

            I, [identify the certifying individual], a [__] [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 [______] 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 master servicers or
special servicers, 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 Servicers and the Special Servicers under the Pooling and
Servicing Agreement for inclusion in the Reports is included in the Reports;]

            4. [To be certified by each Master Servicer] [I am responsible for
reviewing the activities performed by [[___________]/ [___________]/
[___________]] in its capacity as Master Servicer No.__ under the Pooling and
Servicing Agreement and based upon the annual compliance review required under
the Pooling and Servicing Agreement with respect to the
[[___________]/[___________]/[___________]] in its capacity as Master Servicer
No.__ and a certificate in the form attached as Exhibit A hereto from
[[_________] / [_________]] in its capacity as Special Servicer No.__, 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, [[___________]/
[___________]/ [___________]] in its capacity as Master


                                      L-1
<PAGE>

Servicer No.__, 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 [[___________]/
[___________]/ [___________]] in its capacity as Master Servicer No.__, based
upon the annual compliance review required under the Pooling and Servicing
Agreement with respect to [[___________]/ [___________]/ [___________]] in its
capacity as Master Servicer No. __ and a certificate in the form attached as
Exhibit A hereto [[_________]/ [_________]] in its capacity as Special Servicer
No.__, 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 each Master Servicer] [We have disclosed to
[[___________]'s/ [___________]'s/ [___________]'s] certified public accountants
all significant deficiencies relating to (a) the compliance of [[___________]/
[___________]/ [___________]] in its capacity as Master Servicer No.__ 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 (b) the
compliance of [[_________]/ [_________]] in its capacity as Special Servicer
No.__ with the minimum servicing standards based on a certificate in the form
attached as Exhibit A hereto from such entity.]

            Capitalized terms used but not defined herein have the respective
meanings assigned thereto in the Pooling and Servicing Agreement.

Dated:     _________________________

[NAME OF COMPANY]

_______________________________
[Signature]
[Title]


                                      L-2
<PAGE>

                                                          EXHIBIT A to EXHIBIT L

                           FORM OF CERTIFICATION TO BE
                        PROVIDED TO THE MASTER SERVICERS

      Re:   CSFB Commercial Mortgage Trust [______] (the "Trust"), Commercial
            Mortgage Pass-Through Certificates, Series [______]

            I, [identify the certifying individual], a [__] [title] of [identify
name of company] on behalf of [identify name of company], as Special Servicer
No.__ certify to the Master Servicer No.__ 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 [______] 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 each Special Servicer] [I am responsible for
reviewing the activities performed by [[_________]/ [_________]] in its capacity
as Special Servicer No.__ under the Pooling and Servicing Agreement and based
upon the annual compliance review required under the Pooling and Servicing
Agreement with respect to Special Servicer No.__, 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, [[_________]/
[_________]] in its capacity as Special Servicer No.__, has fulfilled its
obligations as Special Servicer No. 1 under the Pooling and Servicing Agreement,
including the provision of all reports required to be submitted by Special
Servicer No.__ to the Trustee thereunder, and that, to the knowledge of
[[_________]/ [_________]] in its capacity as Special Servicer No.__, such
reports do not contain any material misstatements or omissions; and]

            2. [To be certified by each Special Servicer] [I have disclosed to
[[_________]'s / [_________]'s] certified public accountants all significant
deficiencies relating to the compliance of [[_________]'s/ [_________]'s] in its
capacity as Special Servicer No.__ 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.]

            Capitalized terms used but not defined herein have the respective
meanings assigned thereto in the Pooling and Servicing Agreement.

Date: _________________________

[NAME OF COMPANY]

_______________________________
[Signature]
[Title]


                                      L-3
<PAGE>

                                    EXHIBIT M

                     FORM OF STATEMENT TO CERTIFICATEHOLDERS


                                       M-1
<PAGE>

                                    EXHIBIT N

                  FORM OF NOTICE FROM TRUSTEE TO [___________]
                           MASTER SERVICER AND TRUSTEE

[___________]
[___________]

[___________]
[___________]

[___________]
[___________]

Attention: Credit Suisse First Boston Mortgage Securities Corp.,
           Commercial Mortgage Pass-Through Certificates, Series [_______]
           and Series [_______]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [______]

Ladies and Gentlemen:

            Pursuant to Section 3.02(c) of the Pooling and Servicing Agreement
dated as of [______], relating to the above-referenced Certificates (the
"Agreement"), [_________] as trustee under the Agreement (in such capacity, the
"Trustee"), hereby notifies [___________], as master servicer (in such capacity,
the "Series [_______] Master Servicer") and [_________], as trustee (in such
capacity, the "Series [_______] Trustee"), under the Pooling and Servicing
Agreement, dated [_________], relating to the Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates Series
[_______] (the "Series [_______] PSA"), as well as [___________] as master
servicer (in such capacity, the "Series [_______] Master Servicer") and
[_________] as trustee (in such capacity, the "Series [_______] Trustee") under
the Pooling and Servicing Agreement dated as of [_________] relating to the
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series [_______] (the "Series [_______] PSA") that,
as of [______], the Trustee is the holder of Loan B (as defined in the
Agreement).

            Furthermore, the Trustee hereby directs the Series [_______] Master
Servicer (or, if it is ever responsible for servicing Loan B, the Series
[_______] Master Servicer) to remit to [___________] or any successor thereto,
as Master Servicer No. 2 under the Agreement (the "Series [______] Master
Servicer"), all amounts payable to, and to forward, deliver or otherwise make
available, as the case may be, to the Series [______] 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 Loan B
under Loan B Intercreditor Agreement and the Series [_______] PSA (or, if it
ever governs the servicing of Loan B, the Series [_______] PSA).


                                      N-1
<PAGE>

                                       [_________], as Trustee


                                       By:____________________________________
                                          Name
                                          Title:


                                      N-2
<PAGE>

                                    EXHIBIT O

               FORM OF NOTICE FROM TRUSTEE TO [_________________]
                           MASTER SERVICER AND TRUSTEE

[___________]
[___________]

[___________]
[___________]

[___________]
[___________]

Attention: Credit Suisse First Boston Mortgage Securities Corp.,
           Commercial Mortgage Pass-Through Certificates, Series [_______]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [______]

Ladies and Gentlemen:

            Pursuant to Section 3.02(d) of the Pooling and Servicing Agreement
dated as of [______], relating to the above-referenced Certificates (the
"Agreement"), [_________] as trustee under the Agreement (the "Trustee"), hereby
notifies [___________], as master servicer (the "Series [_______] Master
Servicer"), [___________], as special servicer (the "Series [_______] Special
Servicer") and [_________], as trustee (the "Series [_______] Trustee") under
the Pooling and Servicing Agreement, dated [_________], relating to the Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates Series [_______] (the "Series [_______] PSA"), that, as of
[______], the Trustee is the holder of the loans referred to in the Series
[_______] Pooling and Servicing Agreement as the "Loan C Companion Loans" (the
"Loan C Companion Loan").

            Furthermore, the Trustee hereby directs the Series [_______] Master
Servicer to remit to [___________] or its successor as the applicable master
servicer under the Agreement (the "Series [______] Master Servicer") all amounts
payable to, and to forward, deliver or otherwise make available, as the case may
be, to the Series [______] 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 Loan C Companion Loans under the
Loan C Intercreditor Agreement and the Series [_______] PSA.


                                      O-1
<PAGE>


                                       [_________], as Trustee



                                       By:______________________________________
                                          Name
                                          Title:


                                      O-2
<PAGE>

                                    EXHIBIT P

              FORM OF NOTICE REGARDING DEFEASANCE OF MORTGAGE LOAN


   For loans not among ten largest and having a principal 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 No.__ (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:

            1. The related borrower (the "Borrower") 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


                                      P-1
<PAGE>

      ____  a partial  defeasance of a portion  ($__________)  of the Mortgage
            Loan that represents ___% of the entire  principal  balance of the
            Mortgage Loan ($________);

            2. The defeasance was consummated on __________, 20__.

            3. The defeasance was completed in all material respects in
accordance with the conditions for defeasance specified in the Loan Documents
and in accordance with the Servicing Standard.

            4. The defeasance collateral consists only of one or more of the
following: (i) direct debt obligations of the U.S. Treasury, (ii) direct debt
obligations of the Federal National Mortgage Association, (iii) direct debt
obligations of the Federal Home Loan Mortgage Corporation, or (iv) interest-only
direct debt obligations of the Resolution Funding Corporation. Such defeasance
collateral consists of securities that (i) if they include a principal
obligation, the principal due at maturity cannot vary or change, (ii) provide
for interest at a fixed rate and (iii) are not subject to prepayment, call or
early redemption.

            5. After the defeasance, the defeasance collateral will be owned by
an entity (the "Defeasance Obligor") that: (i) is the original 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 S&P
confirming that the organizational documents of such Defeasance Obligor were
previously approved by S&P. 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").

            6. If such Defeasance Obligor (together with its affiliates) holds
more than one defeased loan, it does not (together with its affiliates) hold
defeased loans aggregating more than $20 million or more than five percent
(5%) of the aggregate certificate balance of the Certificates as of the date
of the most recent Statement to Certificateholders received by the Servicer (the
"Current Report").

            7. The defeasance documents require that the defeasance collateral
be credited to an eligible account (as defined in the S&P Criteria) that must
be maintained as a securities account by a securities intermediary that is at
all times an Eligible Institution (as defined in the S&P Criteria). The
securities intermediary may reinvest proceeds of the defeasance collateral only
in Permitted Investments (as defined in the Pooling and Servicing Agreement).

            8. The securities intermediary is obligated to pay from the proceeds
of the defeasance collateral, directly to the 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


                                      P-2
<PAGE>

payments attributed to the allocated loan amount for the real property defeased
(the "Scheduled Payments").

            9. The Servicer received written confirmation from an independent
certified public accountant stating that (i) revenues from the defeasance
collateral (without taking into account any earnings on reinvestment of such
revenues) will be sufficient to timely pay each of the Scheduled Payments
including the payment in full of the Mortgage Loan (or the allocated portion
thereof in connection with a partial defeasance) on its Maturity Date (or, in
the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
received in any month from the defeasance collateral will be applied to make
Scheduled Payments within four (4) months after the date of receipt, (iii) the
defeasance collateral is not subject to prepayment, call or early redemption,
and (iv) interest income from the defeasance collateral to the Defeasance
Obligor in any tax year will not exceed such Defeasance Obligor's interest
expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year, other than in the year in which the Maturity Date or
Anticipated Repayment Date will occur, when interest income will exceed interest
expense.

            10. The Servicer received opinions of counsel that, subject to
customary qualifications, (i) the defeasance will not cause any Trust REMIC to
fail to qualify as a REMIC for purpose of the Code, (ii) the agreements executed
by the Borrower and the Defeasance Obligor in connection with the defeasance are
enforceable against them in accordance with their terms, and (iii) the Trustee
will have a perfected, first priority security interest in the defeasance
collateral.

            11. The agreements executed in connection with the defeasance (i)
prohibit subordinate liens against the defeasance collateral, (ii) provide for
payment from sources other than the defeasance collateral of all fees and
expenses of the securities intermediary for administering the defeasance and the
securities account and all fees and expenses of maintaining the existence of the
Defeasance Obligor, (iii) permit release of surplus defeasance collateral and
earnings on reinvestment to the Defeasance Obligor only after the Mortgage Loan
has been paid in full, (iv) include representations and/or covenants of the
Borrower 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.

            12. The outstanding principal balance of the Mortgage Loan
immediately before the defeasance was less than $20,000,000 and less than 5%
of the aggregate certificate balance of the Certificates as of the date of the
Current Report. The Mortgage Loan is not one of the ten (10) largest loans in
the Pool.

            13. Copies of all material agreements, instruments, organizational
documents, opinions of counsel, accountant's report and other items delivered in
connection with the defeasance will be provided to you upon request.

            14. The individual executing this notice is an authorized officer or
a servicing officer of the Servicer.


                                      P-3
<PAGE>

            IN WITNESS WHEREOF, the Servicer has caused this notice to be
executed as of the date captioned above.

                                       [APPLICABLE MASTER SERVICER]



                                       By:______________________________________
                                          Name:
                                          Title:


                                      P-4
<PAGE>

                                    EXHIBIT A



                                      P-5
<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 [name specified
accounts] 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].


                                      P-6
<PAGE>

            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].


                                      P-7
<PAGE>


                                    EXHIBIT Q

                 FORM OF SUBORDINATION AGREEMENT OF CO-OP LOANS

            THIS Agreement made this _____ day of ___, 20__, between [_______],
a ____________ having an address at __________ (the "Subordinate Mortgagee"),
and ___________, a ___________, having an office at ____________ (the "Superior
Mortgagee").

                              W I T N E S S E T H:

            WHEREAS, Superior Mortgagee is the owner of a certain $__________
mortgage and note secured thereby, dated ________ __, ____, made by
____________________ (the "Borrower") to Subordinate Mortgagee (the "Superior
Mortgage") covering the premises located at
_______________________________________ more particularly described in the
Superior Mortgage and Schedule "A" attached hereto (the "Premises"); and

            WHEREAS, Subordinate Mortgagee is the holder of a certain
$____________ mortgage and the note secured thereby, dated ________ __, ____,
made by the Borrower to Subordinate Mortgagee (the "Subordinate Mortgage")
covering the Premises; and

            WHEREAS, the Superior Mortgagee has purchased the Superior Mortgage
from Subordinate Mortgagee and as a condition thereto has required that the
Subordinate Mortgage be fully subordinated to the Superior Mortgage.

            NOW, THEREFORE, the parties hereto agree as follows:

            The Subordinate Mortgagee hereby covenants and agrees that (i) the
Subordinate Mortgage and all of its terms and provisions and the loan it secures
are and shall remain in all respects subject and subordinate to the Superior
Mortgage, its lien and all of its terms and provisions and to the loan it
secures and to any modifications, consolidations, extension or renewals thereof
and to any increases therein resulting from advances to protect or preserve the
lien of the Superior Mortgage on the Premises encumbered thereby but not any
other increases therein; (ii) no tenant under any lease of any portion of the
Premises, other than tenant shareholders under proprietary leases, will be made
a party defendant in any foreclosure of the Subordinate Mortgage, nor will any
other action be taken in connection with such foreclosure which would have the
effect of terminating any such lease; (iii) no portion of the accounts, accounts
receivable, rents, issues and profits of the Premises shall be collected in
connection with the foreclosure of the Subordinate Mortgage or any other
enforcement action except through a receiver appointed by the court in which
such foreclosure action is brought, after due notice of the application of the
appointment of such receiver shall have been given to the Superior Mortgagee;
(iv) the accounts, accounts receivable, rents, issues and profits collected by
any such receiver (or which shall under any circumstances come into possession
of the holder of the Subordinate Mortgage at a time when Subordinate Mortgagee
has received written notice of a default under the Superior Mortgage) shall be
applied, at Superior Mortgagee's direction, to the payment of taxes, maintenance
and operating charges and disbursements incurred in connection


                                      Q-1
<PAGE>

with the operation and maintenance of the Premises and to the payment of
principal, interest and other amounts due under the Superior Mortgage at the
time of such application, in such order and priority as Superior Mortgagee shall
direct, before any portion of such accounts, accounts receivable, rents, issues
and profits shall be applied to the Subordinate Mortgage; (v) during the
pendency of any such foreclosure action, if an action shall be brought for the
foreclosure of the Superior Mortgage and an application shall be made for an
extension of such receivership for the benefit of the Superior Mortgagee, the
Subordinate Mortgagee shall consent to the extension of such receivership and
all accounts, accounts receivable, rents, issues and profits held by such
receiver as of the date of such application shall be applied by the receiver
solely for the benefit of the Superior Mortgagee, and the Subordinate Mortgagee
in their respective order of priority; (vi) due notice of the commencement of
any foreclosure of the Subordinate Mortgage shall be given to the Superior
Mortgagee and true copies of all papers served or entered in such action will be
delivered to the Superior Mortgagee upon such service or entry; (vii) no
payments shall be made to the holder of the Subordinate Mortgage during the
period in which any default exists under the Superior Mortgage in respect of any
monthly payment or balloon payment due thereunder beyond any applicable grace
period, provided that the Subordinate Mortgagee has received written notice of
such default and all payments otherwise payable to the Subordinate Mortgagee
during such period shall be paid to the Superior Mortgagee and, if any such
payments are received by the Subordinate Mortgagee at any time after which the
Subordinate Mortgagee has received written notice of the existence of such
default, they shall be held in trust for the Superior Mortgagee and turned over
to the Superior Mortgagee on demand; (viii) any distributions made or to be made
to the Subordinate Mortgagee pursuant to any bankruptcy or insolvency proceeding
of the borrower representing amounts due under the Superior Mortgage shall be
paid by the borrower, or, if such payments are nonetheless received by the
Subordinate Mortgagee, by the Subordinate Mortgagee immediately upon their
receipt, to the Superior Mortgagee for application, at Superior Mortgagee's
direction, to the payment of principal, interest and other amounts due under the
Superior Mortgage at the time of such application, in such order and priority as
Superior Mortgagee shall direct, before any portion of such accounts, accounts
receivable, rents, issues and profits shall be applied to the Subordinate
Mortgage; and (ix) all condemnation, casualty or similar payments with respect
to the premises shall be applied, for so long as the Superior Mortgage remains
outstanding, in accordance with the Superior Mortgage.

            This Agreement is governed by and is to be construed under the laws
of the state in which the Premises is located.

            So long as the Superior Mortgage shall remain a lien upon the
Premises or any part thereof, Subordinate Mortgagee shall execute, acknowledge
and deliver, upon Superior Mortgagee's reasonable demand, at any time or from
time to time, any and all further subordinations, agreements or other
instruments in recordable form (and in form reasonably satisfactory to
Subordinate Mortgagee) as Superior Mortgagee may reasonably require for carrying
out the purpose and intent of the covenants contained herein; provided, however,
that no such subordinations, agreements or other instruments shall increase
Subordinate Mortgagee's obligations or decrease Subordinate Mortgagee's rights
under this Agreement or the Subordinate Mortgage.


                                      Q-2
<PAGE>

            So long as the Superior Mortgage shall remain a lien upon the
Premises or any part thereof, Subordinate Mortgagee shall not enter into any
agreement to amend or modify the Subordinate Mortgage in a manner material to
Superior Mortgagee without notice to, and the prior consent of, Superior
Mortgagee.

            In order to enable Superior Mortgagee to enforce any claims by the
Subordinate Mortgagee against the Borrower in any liquidation or dissolution of
Borrower, or any execution sale, receivership, insolvency, bankruptcy,
liquidation, readjustment, reorganization, or other similar proceeding relative
to the Borrower or its property, for so long as the Superior Mortgage shall
remain outstanding, Superior Mortgagee is hereby irrevocably authorized and
empowered in its discretion to make and present, for and on behalf of the
undersigned Subordinate Mortgagee, such proofs of claims against the Borrower on
account of the Subordinate Mortgage as Superior Mortgagee may deem expedient or
proper, and to vote such proofs of claims in any such proceeding and to receive
and collect any and all dividends or other payments or disbursements made
thereon in whatever form the same may be paid or issued. Subordinate Mortgagee
further agrees to execute and deliver to Superior Mortgagee such assignments or
other instruments as may be reasonably required by Superior Mortgagee (and in
form reasonably satisfactory to Subordinate Mortgagee) in order to enable
Superior Mortgagee to enforce any and all such claims and to collect any and all
such payments or disbursements provided, however, that no such assignments or
other instruments shall increase Subordinate Mortgagee's obligations or decrease
Subordinate Mortgagee's rights under this Agreement or the Subordinate Mortgage.

            This Agreement shall not be amended or modified except by an
agreement in writing, signed by the party against whom enforcement is sought.

            Except for notices in a foreclosure action, which shall be given as
provided by applicable rule of court, all notices hereunder shall be given to
each party in the same manner as provided in its mortgage or, if there are no
such notice provisions, at the address set forth above by personal delivery or
first class, certified mail, return receipt requested. Notices shall be deemed
to have been given when received. Either party may change its address for
notices hereunder by written notice to the other party.

            This Agreement shall be binding upon the parties hereto and their
respective heirs, successors and assigns. Any assignee of the Subordinate
Mortgage shall be deemed by acceptance thereof to have assumed the obligations
of Subordinate Mortgagee hereunder. Subordinate Mortgagee hereby agrees to have
such assignee execute a formal assumption agreement upon such assignment but no
failure of an assignee to execute an assumption agreement shall affect such
assignee's assumption of the obligations of the Subordinate Mortgagee.


                                      Q-3
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Subordination Agreement the day and year first above written.


                                       [Subordinate Mortgagee]



                                       By:______________________________________
                                          Name:
                                          Title:


                                       [Superior Mortgagee]



                                       By:______________________________________
                                          Name:
                                          Title:



      [PRIOR TO EXECUTION, THIS FORM SHOULD BE MODIFIED TO ADD APPROPRIATE
    ACKNOWLEDGEMENTS AND INCORPORATE OTHER REVISIONS REQUIRED FOR RECORDING]


                                      Q-4
<PAGE>

                                    EXHIBIT R

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                     [Date]

[TRUSTEE]
[MASTER SERVICER]
[SPECIAL SERVICER]
[DEPOSITOR]

      Re:   Credit Suisse First Boston Mortgage Securities Corp., Commercial
            Mortgage Pass-Through Certificates, Series [______]

Ladies and Gentlemen:

            Pursuant to Section [____] of the Pooling and Servicing Agreement,
dated as of [______], relating to Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series [______] (the
"Agreement"), the undersigned hereby agrees with all the other parties to the
Agreement that the undersigned shall serve as [Special Servicer No.__] under,
and as defined in, the Agreement. The undersigned hereby acknowledges and agrees
that, as of the date hereof, it is and shall be a party to the Agreement and
bound thereby to the full extent indicated therein in the capacity of [Special
Servicer No.__]. The undersigned hereby makes, as of the date hereof, the
representations and warranties set forth in Section [3.24] of the Agreement,
with the following corrections with respect to type of entity and jurisdiction
of organization: ____________________.


                                       _________________________________________



                                       By:______________________________________
                                          Name:
                                          Title:


                                      R-1