Exhibit 4.1(a)




                       GE COMMERCIAL MORTGAGE CORPORATION,
                                    Depositor

                                   [         ]
                                    Servicer

                                 [            ]
                                Special Servicer

                                   [         ]
                                     Trustee

                                       and

                                  [          ]
                                  Fiscal Agent

                         POOLING AND SERVICING AGREEMENT

                          Dated as of __________, 200_

                                        $

                  Commercial Mortgage Pass-Through Certificates

                                  Series 200_-_

================================================================================

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                                TABLE OF CONTENTS
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                                    ARTICLE I

                                   DEFINITIONS

Section 1.01  Defined Terms..................................................4
Section 1.02  Certain Calculations..........................................51

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Mortgage Loans..................................53
Section 2.02  Acceptance by Trustee.........................................55
Section 2.03  Representations, Warranties and Covenants of the
              Depositor; Mortgage Loan Sellers' Repurchase or
              Substitution of Mortgage Loans for Defects in Mortgage
              Files and Breaches of Representations and Warranties..........57
Section 2.04  Execution of Certificates.....................................60

                                   ARTICLE III

                               ADMINISTRATION AND
                           SERVICING OF THE TRUST FUND

Section 3.01  Servicer to Act as Servicer; Special Servicer to Act as
              Special Servicer; Administration of the Mortgage Loans........61
Section 3.02  Collection of Mortgage Loan Payments..........................63
Section 3.03  Collection of Taxes, Assessments and Similar Items;
              Servicing Accounts............................................64
Section 3.04  The Certificate Account, the Lower-Tier and Upper-Tier
              Distribution Accounts [and the Excess Interest
              Distribution Account] [and the Class A-3FL Floating Rate
              Account]......................................................67
Section 3.05  Permitted Withdrawals From the Certificate Account and
              the Distribution Accounts.....................................71
Section 3.06  Investment of Funds in the Certificate Account, the
              Interest Reserve Account, the Distribution Accounts and
              the REO Account...............................................75
Section 3.07  Maintenance of Insurance Policies; Errors and Omissions
              and Fidelity Coverage.........................................77
Section 3.08  Enforcement of Due-On-Sale Clauses; Assumption Agreements.....80
Section 3.09  Realization Upon Defaulted Mortgage Loans.....................82
Section 3.10  Trustee to Cooperate; Release of Mortgage Files...............85
Section 3.11  Servicing Compensation........................................86

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Section 3.12  Inspections; Collection of Financial Statements...............89
Section 3.13  Reserved......................................................91
Section 3.14  Reserved......................................................91
Section 3.15  Access to Certain Information.................................91
Section 3.16  Title to REO Property; REO Account............................92
Section 3.17  Management of REO Property....................................93
Section 3.18  Sale of REO Properties........................................96
Section 3.19  Sale of Defaulted Mortgage Loans..............................97
Section 3.20  Modifications, Waivers, Amendments and Consents..............100
Section 3.21  Transfer of Servicing Between Servicer and Special
              Servicer; Record Keeping; Asset Status Report................104
Section 3.22  Sub-Servicing Agreements.....................................107
Section 3.23  Representations, Warranties and Covenants of the Servicer....110
Section 3.24  Representations, Warranties and Covenants of the Special
              Servicer.....................................................111
Section 3.25  [Interest Reserve Account.]..................................113
Section 3.26  [Excess Interest Distribution Account.]......................113
Section 3.27  [Duties of the Extension Adviser.]...........................113
Section 3.28  [Extension Adviser; Elections.]..............................114
Section 3.29  [Limitation on Liability of Extension Adviser.]..............116
Section 3.30  [Class A-3FL Swap Contract.].................................116

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01  Distributions................................................119
Section 4.02  Statements to Certificateholders; CMSA Periodic Update
              Reports......................................................128
Section 4.03  P&I Advances.................................................133
Section 4.04  Allocation of Collateral Support Deficit.....................135
Section 4.05  Appraisal Reductions.........................................135
Section 4.06  Certificate Deferred Interest................................136

                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01  The Certificates.............................................137
Section 5.02  Registration of Transfer and Exchange of Certificates........138
Section 5.03  Book-Entry Certificates......................................145
Section 5.04  Mutilated, Destroyed, Lost or Stolen Certificates............147
Section 5.05  Persons Deemed Owners........................................148
Section 5.06  Appointment of Paying Agent..................................148

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                                   ARTICLE VI

                               THE DEPOSITOR, THE
                        SERVICER AND THE SPECIAL SERVICER

Section 6.01  Liability of the Depositor, the Servicer and the Special
              Servicer.....................................................150
Section 6.02  Merger, Consolidation or Conversion of the Depositor, the
              Servicer or the Special Servicer.............................150
Section 6.03  Limitation on Liability of the Depositor, the Servicer,
              the Special Servicer and Others..............................150
Section 6.04  Depositor, Servicer and Special Servicer Not to Resign.......152
Section 6.05  Rights of the Depositor in Respect of the Servicer and
              the Special Servicer.........................................153
Section 6.06  [Rating Agency Fees.]........................................153
Section 6.07  [The Directing Certificateholder.]...........................153

                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Events of Default; Servicer and Special Servicer
              Termination..................................................156
Section 7.02  Trustee to Act; Appointment of Successor.....................159
Section 7.03  Notification to Certificateholders...........................161
Section 7.04  Waiver of Events of Default..................................161
Section 7.05  Trustee and Fiscal Agent as Makers of Advances...............161

                                  ARTICLE VIII

                   CONCERNING THE TRUSTEE AND FISCAL AGENT

Section 8.01  Duties of Trustee............................................163
Section 8.02  Certain Matters Affecting the Trustee........................164
Section 8.03  Trustee and Fiscal Agent Not Liable for Validity or
              Sufficiency of Certificates or Mortgage Loans................165
Section 8.04  Trustee and Fiscal Agent May Own Certificates................166
Section 8.05  Fees and Expenses of Trustee; Indemnification of Trustee
              and Fiscal Agent.............................................166
Section 8.06  Eligibility Requirements for Trustee.........................167
Section 8.07  Resignation and Removal of the Trustee and the Fiscal
              Agent........................................................167
Section 8.08  Successor Trustee and Fiscal Agent...........................169
Section 8.09  Merger or Consolidation of Trustee or Fiscal Agent...........170
Section 8.10  Appointment of Co-Trustee or Separate Trustee................170
Section 8.11  Appointment of Custodians....................................171
Section 8.12  Access to Certain Information................................171
Section 8.13  Representations and Warranties of the Trustee and the
              Fiscal Agent.................................................174

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                                   ARTICLE IX

                                   TERMINATION

Section 9.01  Termination Upon Repurchase or Liquidation of All
              Mortgage Loans...............................................177
Section 9.02  Additional Termination Requirements..........................179

                                    ARTICLE X

                           ADDITIONAL REMIC PROVISIONS

Section 10.01 REMIC Administration.........................................181
Section 10.02 Depositor, Special Servicer, Paying Agent and Trustee to
              Cooperate with Servicer......................................185
Section 10.03 Use of Agents................................................185

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

Section 11.01 Amendment....................................................186
Section 11.02 Recordation of Agreement; Counterparts.......................188
Section 11.03 Limitation on Rights of Certificateholders...................188
Section 11.04 Governing Law................................................189
Section 11.05 Notices......................................................190
Section 11.06 Severability of Provisions...................................190
Section 11.07 Grant of a Security Interest.................................190
Section 11.08 Successors and Assigns; Beneficiaries........................191
Section 11.09 Article and Section Headings.................................191
Section 11.10 Notices to the Rating Agencies...............................191

                                   ARTICLE XII

                             EXCHANGE ACT REPORTING

Section 12.01 Filing Obligations...........................................193
Section 12.02 Form 10-D Filings............................................193
Section 12.03 Form 10-K Filings............................................193
Section 12.04 Sarbanes-Oxley Certification.................................194
Section 12.05 Form 8-K Filings.............................................195
Section 12.06 Form 15 Filing...............................................195
Section 12.07 Annual Compliance Statements.................................195
Section 12.08 Annual Reports on Assessment of Compliance with Servicing
              Criteria.....................................................196
Section 12.09 Annual Independent Public Accountants' Servicing Report......196
Section 12.10 Exchange Act Reporting Indemnification.......................197
Section 12.11 Amendments...................................................198

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                                    EXHIBITS

Exhibit A-1       Form of Class [A-1] Certificate
Exhibit A-2       Form of Class [A-2] Certificate
Exhibit A-3       Form of Class [B] Certificate
Exhibit A-4       Form of Class [C] Certificate
Exhibit A-5       Form of Class [D] Certificate
Exhibit A-6       Form of Class [E] Certificate
Exhibit A-7       Form of Class [F] Certificate
Exhibit A-8       Form of Class [G] Certificate
Exhibit A-9       Form of Class [H] Certificate
Exhibit A-10      Form of Class [X] Certificate
Exhibit A-11      Form of Class [R] Certificate
Exhibit A-12      Form of Class [LR] Certificate
Exhibit A-13      Form of Class [A-1A] Certificate
[Exhibit A-14     Form of Class A-3FL Certificate]
Exhibit B         Mortgage Loan Schedule
Exhibit C         Form of Investment Representation Letter
Exhibit D-1       Form of Transfer Affidavit
Exhibit D-2       Form of Transferor Letter
Exhibit E         [Intentionally Omitted]
Exhibit F         Form of Request for Release
Exhibit G         Form of ERISA Representation Letter
Exhibit H         Form of Distribution Date Statement

                                    SCHEDULES

Schedule 1        Computerized Database Information
Schedule 2        Borrower Concentrations in Excess of 5%
Schedule 3        Mortgage Loans Containing Affiliate Debt
Schedule 4        Mortgage Loans Which Initially Pay Interest Only

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            This Pooling and Servicing  Agreement (the "Agreement"),  is dated
and effective as of ________ 200_, among GE Commercial  Mortgage  Corporation,
as  Depositor,   __________,  as  Servicer,  ________,  as  Special  Servicer,
________as Fiscal Agent and __________as Trustee.

                             PRELIMINARY STATEMENT:

            The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
multiple classes (each, a "Class"), which in the aggregate will evidence the
entire beneficial ownership interest in the trust fund (the "Trust Fund") to be
created hereunder, the primary assets of which will be a pool of commercial and
multifamily mortgage loans (the "Mortgage Loans"). As provided herein, the
Servicer shall elect or shall cause an election to be made to treat the Trust
Fund [(exclusive of the Excess Interest and the Excess Interest Distribution
Account [and the portion of the Trust Fund consisting of the Class A-3FL Regular
Interest, the Class A-3FL Swap Contract, the Class A-3FL Floating Rate Account
and the proceeds thereof])] for federal income tax purposes as two separate real
estate mortgage investment conduits (the "Upper-Tier REMIC" and the "Lower-Tier
REMIC," and each, a "REMIC").

            [The portion of the Trust Fund consisting of the Class A-3FL Regular
Interest, the Class A-3FL Swap Contract, the Class A-3FL Floating Rate Account
and the proceeds thereof shall be treated as another grantor trust (the "Class
A-3FL Grantor Trust") for federal income tax purposes. The Class A-3FL
Certificates will represent undivided beneficial interests in the Class A-3FL
Grantor Trust. As provided herein, the Trustee shall take all actions necessary
to ensure that the portions of the Trust Fund consisting of the Grantor Trusts
will maintain their respective status as a "grantor trust" under federal income
tax law and will not be treated as part of either the Upper-Tier REMIC or
Lower-Tier REMIC.]

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            The following table sets forth the designation, the pass-through
rate (the "Pass-Through Rate"), the aggregate initial principal amount (the
"Original Certificate Balance") or Notional Amount ("Original Notional Amount"),
as applicable, and the initial ratings given each Class by the Rating Agencies
(the "Original Ratings") for each Class of Certificates comprising the interests
in the Upper-Tier REMIC created hereunder:

                                UPPER-TIER REMIC

                                                                Original
   Class                                    Original             Rating
Designation       Pass-Through Rate    Certificate Balance     ___ /___(1)
-----------       -----------------    -------------------     -----------

Class [A-1]
Class [A-1A]
Class [A-2]
[Class A-3FL] [LIBOR + [___]%]
Class [B]
Class [C]
Class [D]
Class [E]
Class [F]
Class [G]
Class [H]
Class [X] (2)
Class [R] None

_____________________

(1)  The Certificates marked with an asterisk have not been rated by the
     applicable Rating Agency.

(2)  The Class [X] Certificates will not have a Pass-Through Rate but will bear
     interest in an amount for any Distribution Date equal to the sum of
     one-month's interest at the then applicable Pass-Through Rates on the
     Notional Amounts of the WAC Component and the [A-1] Component immediately
     prior to such Distribution Date. The Pass-Through Rate for the WAC
     Component for any Distribution Date will equal the excess, if any, of the
     Weighted Average Net Mortgage Rate over ___%. The Pass-Through Rate of the
     [WAC] Component for the first Distribution Date is expected to be
     approximately ___% per annum. The Pass-Through Rate for the [A-1] Component
     for any Distribution Date will equal ___% per annum.

(3)  The Class [X] Certificates will not have a Certificate Balance and will not
     be entitled to receive distributions of principal. Interest will accrue on
     the Components of such Class at the Pass-Through Rates thereof on the
     Notional Amounts thereof. The Notional Amount of the [WAC] Component for
     any Distribution Date will be equal to the Notional Amount of the Class
     [LWAC] Uncertificated Interest, which will be equal to the aggregate of the
     Stated Principal Balances of the Mortgage Loans as of the preceding
     Distribution Date (after giving effect to the distribution of principal on
     such Distribution Date) or, in the case of the first Distribution Date, the
     Cut-off Date. The original Notional Amount of the [WAC] Component is
     $________. The Notional Amount of the [A-1] Component is equal to the
     Lower-Tier Principal Amount of the Class [LA-1] Uncertificated Interest as
     of the preceding Distribution Date (after giving effect to the distribution
     of principal and allocation of Collateral Support Deficit on such
     Distribution Date) or in the case of the first Distribution Date, the
     original Lower-Tier

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     Principal Amount of the Class [LA-1] Uncertificated Interest. The Original
     Notional Amount of the [A-1] Component is $______.

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

            The Class [A-1], Class [A-1A], Class [A-2], [Class A-3FL], Class
[B], Class [C], Class [D], Class [E], Class [F], Class [G], Class [H] and Class
[X] Certificates will evidence "regular interests" in the Upper-Tier REMIC
created hereunder. The sole Class of "residual interests" in the Upper-Tier
REMIC created hereunder will be evidenced by the Class R Certificates. The Class
[LA-1], Class [LA-1A], Class [LA-2], Class [LA-3FL], Class [LB], Class [LC],
Class [LD], Class [LE], Class [LF], Class [LG], Class [LH] and Class [LWAC]
Uncertificated Interests will evidence "regular interests" in the Lower-Tier
REMIC created hereunder. The sole Class of "residual interests" in the
Lower-Tier REMIC created hereunder will be evidenced by the Class [LR]
Certificates.

            The following table sets forth the initial Lower-Tier Principal
Amounts and per annum rates of interest for the Uncertificated Lower-Tier
Interests:

                                LOWER-TIER REMIC

      Class                           Original Lower-Tier Principal
   Designation       Interest Rate      Amount or Notional Amount

Class [LA-1]
Class [LA-1A]
Class [LA-2]
Class [LA-3FL](5)
Class [LB]
Class [LC]
Class [LD]
Class [LE]
Class [LF]
Class [LG]
Class [LH]
Class [LWAC]              (6)                     (7)
Class [LR]              None(8)                 None(8)

            [The portion of the Trust Fund consisting of the Class A-2FL Regular
Interest, the Class A-2FL Swap Contract, the Class A-2FL Floating Rate Account
and the proceeds thereof shall be treated as another grantor trust (the "Class
A-2FL Grantor Trust") for federal income tax purposes. The Class A-2FL
Certificates will represent undivided beneficial interests in the Class A-2FL
Grantor Trust. As provided herein, the Trustee shall take all actions necessary
to ensure that the portions of the Trust Fund consisting of the Grantor Trusts
will maintain their

                                      -3-
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respective status as a "grantor trust" under federal income tax law and will not
be treated as part of either the Upper-Tier REMIC or Lower-Tier REMIC.]

[(5) The Class LA-3FL Uncertificated REMIC I Regular Interest does not
     correspond to any Class of Certificates. The Class LA-3FL Uncertificated
     REMIC I Regular Interest corresponds to the Class A-3FL Regular Interest.
     The pass-through rate applicable to the Class A-3FL Certificates on each
     distribution date will be a per annum rate equal to LIBOR plus [_]%;
     subject to the provisions of this agreement and the Class A-3FL Swap
     Contract, the pass through rate applicable to the Class A-3FL Certificates
     may convert to a fixed rate equal to [_]% per annum.]

(6)  The interest rate of the Class [LWAC] Uncertificated Interest is the
     Weighted Average Net Mortgage Rate minus ___%.

(7)  The Class [LWAC] Uncertificated Interest has a Notional Amount as of any
     Distribution Date equal to the aggregate Stated Principal Balances of the
     Mortgage Loans as of the preceding Distribution Date (after giving effect
     to the distribution of principal and realized losses on such Distribution
     Date), or the Cut-off Date in the case of the first Distribution Date.

(8)  The Class [LR] Certificates do not have a Certificate Balance or Notional
     Amount, do not bear interest and will not be entitled to distributions of
     Prepayment Premiums or Yield Maintenance Charges. Any Available
     Distribution Amount remaining in the Lower-Tier Distribution Account after
     distributing the Lower-Tier Distribution Amount shall be distributed to the
     Holders of the Class [LR] Certificates (but only to the extent of the
     Available Distribution Amount for such Distribution Date remaining in the
     Lower-Tier Distribution Account, if any).

            As of close of business on the Cut-off Date, the Mortgage 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 Servicer, the Special Servicer, the Fiscal Agent and the Trustee
agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

            Section 1.01 Defined Terms.

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

            "A-1 Component": One of the two components comprising the Class [X]
Certificates representing a "specified portion" (within the meaning of Treasury
Regulations Section 1.860G-1(a)(2)(i)(C)) of the interest payments on the Class
[LA-1] Uncertificated Interest.

            "A-1 Component Interest Accrual Amount": With respect to each
Distribution Date, an amount equal to interest for the related Interest Accrual
Period at the A-1 Component

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Pass-Through Rate, accrued on the A-1 Notional Amount outstanding immediately
prior to such Distribution Date commencing in the month of the Closing Date.

            "A-1 Component Pass-Through Rate": With respect to any Distribution
Date, _____% per annum.

            "A-1 Notional Amount": With respect to any Distribution Date, an
amount equal to the Lower-Tier Principal Amount of the Class [LA-1]
Uncertificated Interest.

            "Accrued Certificate Interest": With respect to each Distribution
Date and each Class of Certificates [and the Class A-3FL Regular Interest]
(other than Class [X] Certificates and the Residual Certificates), an amount
equal to interest for the related Interest Accrual Period at the Pass-Through
Rate applicable to such Class of Certificates [and the Class A-3FL Regular
Interest] for such Distribution Date, accrued on the related Certificate Balance
of such Class outstanding immediately prior to such Distribution Date (i.e.,
such Certificate Balance is to be used for accrual of interest during the
related Interest Accrual Period notwithstanding the fact that such Certificate
Balance may be different than the actual Certificate Balance at the start of
such Interest Accrual Period) commencing in the month of the Closing Date. With
respect to each Distribution Date and the Class [X] Certificates, the Class [X]
Interest Accrual Amount. [Except with respect to the Class A-3FL Certificates,]
Accrued Certificate Interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months. [Accrued Certificate Interest with respect
to the Class A-3FL Certificates shall be calculated on an Actual/360 Basis;
provided, however, that if a Class A-3FL Distribution Conversion has occurred,
Accrued Certificate Interest with respect to the Class A-3FL Certificates shall
be the same as for the Class A-3FL Regular Interest.]

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

            ["Actual/360 Mortgage Loans": The Mortgage Loans indicated as such
in the Mortgage Loan Schedule.]

            "Additional Servicer": Each Affiliate of the Servicer that services
any of the Mortgage Loans and each Person who is not an Affiliate of the
Servicer, other than the Special Servicer, who services 10% or more of the
Mortgage Loans[, including, if applicable, the Trustee or Paying Agent].

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

            "Adverse REMIC Event": As defined in Section 10.01(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

                                      -5-
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ownership of voting securities, by contract or otherwise and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

            "Affiliate Debt": With respect to any Mortgage Loan, any debt owed
by the related Mortgagor to an Affiliate of such Mortgagor as of the Closing
Date as set forth on Schedule 3 hereto.

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

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

            ["Anticipated Prepayment Date": With respect to any Mortgage Loan
that is indicated on the Mortgage Loan Schedule as having a Revised Rate, the
date upon which such Mortgage Loan commences accruing interest at such Revised
Rate.]

            "Appraisal": An appraisal prepared by an Independent MAI appraiser
with at least five years experience in properties of like kind and in the same
area, prepared in accordance with 12 C.F.R. 225.64.

            "Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan as to which an Appraisal Reduction Event has occurred, an amount
equal to the excess, if any, of (a) the Stated Principal Balance of such
Mortgage Loan over (b) the excess of (i) 90% of the Appraised Value of the
related Mortgaged Property over (ii) the sum of (a) to the extent not previously
advanced by the Servicer or the Trustee, all unpaid interest on such Mortgage
Loan at a per annum rate equal to its Mortgage Rate, (b) all unreimbursed
Advances and interest thereon at the Reimbursement Rate in respect of such
Mortgage Loan and (c) all currently due and unpaid real estate taxes and
assessments and insurance premiums and all other amounts due and unpaid with
respect to such Mortgage Loan, net of any amounts currently escrowed for such
amounts (which taxes, premiums and other amounts have not been subject to an
Advance by the Servicer or the Trustee, as applicable). Within 60 days after the
Appraisal Reduction Event, the Special Servicer shall obtain an Appraisal (the
cost of which shall be paid as a Servicing Advance by the Servicer); provided,
however, that with respect to an Appraisal Reduction Event as set forth in
clause (ii) of the definition of Appraisal Reduction Event, the Special Servicer
shall obtain such Appraisal within the 120 day period set forth in such clause
(ii), which Appraisal shall be delivered by the Special Servicer to the
Servicer, and the Servicer shall deliver such Appraisal to the Trustee, the
Paying Agent and each Holder of a Class [F], Class [G] and Class [H] Certificate
within 15 days of receipt by the Servicer of such Appraisal from the Special
Servicer.

            With respect to each Mortgage Loan as to which an Appraisal
Reduction has occurred (unless such Mortgage Loan has become a Corrected
Mortgage Loan and has remained current for twelve consecutive Monthly Payments
(for such purposes taking into account any amendment or modification of such
Mortgage Loan)), the Special Servicer shall, within 30 days of each annual
anniversary of the related Appraisal Reduction Event, order an Appraisal (which
may be an update of a prior Appraisal), the cost of which shall be paid by the
Servicer as a Servicing Advance. Based upon such Appraisal, the Special Servicer
shall redetermine and

                                      -6-
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report to the Paying Agent and the Trustee the amount of the Appraisal Reduction
with respect to such Mortgage Loan and such redetermined Appraisal Reduction
shall replace the prior Appraisal Reduction with respect to such Mortgage Loan.

            With respect to each Mortgage Loan as to which an Appraisal
Reduction has occurred and which has become a Corrected Mortgage Loan and has
remained current for twelve consecutive Monthly Payments (for such purposes
taking into account any amendment or modification of such Mortgage Loan), and
with respect to which no other Appraisal Reduction Event has occurred and is
continuing, the Special Servicer may within 30 days of the date of such twelfth
Monthly Payment, order an Appraisal (which may be an update of a prior
Appraisal), the cost of which shall be paid by the Servicer as a Servicing
Advance. Based upon such Appraisal, the Special Servicer shall redetermine and
report to the Paying Agent and the Trustee the amount of the Appraisal Reduction
with respect to such Mortgage Loan. Notwithstanding the foregoing, the Special
Servicer will not be required to obtain an Appraisal with respect to a Mortgage
Loan which is the subject of an Appraisal Reduction Event to the extent the
Special Servicer has obtained an Appraisal with respect to the related Mortgaged
Property within the 12-month period immediately prior to the occurrence of such
Appraisal Reduction Event. Instead, the Special Servicer may use such prior
Appraisal in calculating any Appraisal Reduction with respect to such Mortgage
Loan.

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

            "Appraisal Reduction Amount": With respect to any Distribution Date,
an amount equal to the product of (i) ___ % per annum, and (ii) the sum of all
Appraisal Reductions with respect to such Distribution Date.

            "Appraisal Reduction Event": With respect to any Mortgage Loan, the
earliest of (i) the third anniversary of the date on which the first extension
of the Maturity Date of such Mortgage Loan becomes effective as a result of a
modification of such Mortgage Loan by the Special Servicer pursuant to the terms
hereof, which extension does not decrease the amount of Monthly Payments on the
Mortgage Loan, (ii) 120 days after an uncured delinquency (without regard to the
application of any grace period) occurs in respect of such Mortgage Loan, (iii)
the date on which a reduction in the amount of Monthly Payments on such Mortgage
Loan, or a change in any other material economic term of such Mortgage Loan
(other than an extension of the Maturity Date), becomes effective as a result of
a modification of such Mortgage Loan by the Special Servicer, (iv) 60 days after
a receiver has been appointed, (v) 60 days after a Mortgagor declares bankruptcy
and (vi) immediately after a Mortgage Loan becomes an REO Loan; provided,
however, that an Appraisal Reduction Event shall not occur at any time when the
aggregate Certificate Balances of all Classes of Certificates (other than the
Class [A] Certificates) has been reduced to zero. The Special Servicer shall
notify the Servicer promptly upon the occurrence of any of the foregoing events.

            "Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof as determined by an Appraisal of the Mortgaged Property
securing such Mortgage Loan

                                      -7-
<PAGE>

made by an Independent MAI appraiser selected by the Servicer or Special
Servicer, as applicable.

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

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

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

            "Authenticating Agent": Any agent of the Trustee appointed to act as
Authenticating Agent pursuant to Section 5.01.

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

            (a) the aggregate amount relating to the Trust Fund on deposit in
      the Certificate Account and the Lower-Tier Distribution Account (exclusive
      of any investment income contained therein [and without regard to any
      payments made to or received from the Class A-3FL Swap Counterparty]) as
      of the close of business on the Business Day preceding the related P&I
      Advance Date, exclusive of:

            (i) all Monthly Payments paid by the Mortgagors that are due on a
      Due Date following the end of the related Due Period;

            (ii) all Principal Prepayments (together with any related payments
      of interest allocable to the period following the Due Date for the related
      Mortgage Loan during the related Due Period), Balloon Payments,
      Liquidation Proceeds or Insurance and Condemnation Proceeds received after
      the end of the related Due Period;

            (iii) all amounts payable or reimbursable to any Person from the
      Certificate Account pursuant to clauses (ii) - (xvi), inclusive, of
      Section 3.05(a);

            (iv) all amounts payable or reimbursable to any Person from the
      Lower-Tier Distribution Account pursuant to clauses (ii) - (v), inclusive,
      of Section 3.05(b);

                                      -8-
<PAGE>

            (v) all Prepayment Premiums and Yield Maintenance Charges;

            (vi) [Excess Interest];

            (vii) all amounts deposited in the Certificate Account or the
      Lower-Tier Distribution Account, as the case may be, in error;

            (viii) [with respect to the Interest Reserve Loans and any
      Distribution Date relating to each Interest Accrual Period ending in (1)
      each January or (2) any December in a year immediately preceding a year
      which is not a leap year, an amount equal to one day of interest on the
      Stated Principal Balance of such Mortgage Loan as of the Due Date in the
      month preceding the month in which such Distribution Date occurs at the
      related Mortgage Rate to the extent such amounts are to be deposited in
      the Interest Reserve Account and held for future distribution pursuant to
      Section 3.25;]

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

            (c) the aggregate amount of any P&I Advances made by the Servicer,
the Trustee or the Fiscal Agent, as applicable, for such Distribution Date
pursuant to Section 4.03 or 7.05 (net of the related Trustee Fee with respect to
the Mortgage Loans for which such P&I Advances are made); and

            (d) [for the Distribution Date occurring in each March, the Withheld
Amounts remitted to the Lower-Tier Distribution Account pursuant to Section
3.25(b).]

Notwithstanding the investment of funds held in the Certificate Account or the
Lower-Tier Distribution Account pursuant to Section 3.06, for purposes of
calculating the Available Distribution Amount, the amounts so invested shall be
deemed to remain on deposit in such account.

            "Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification entered into as of the Closing Date
provides for an amortization schedule extending beyond its Maturity Date.

            "Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the Monthly Payment payable on the Maturity Date of
such Mortgage Loan.

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

            "Base Interest Fraction": With respect to any Principal Prepayment
on any Mortgage Loan and with respect to any of the Class [A], Class [B], Class
[C], Class [D] and Class [E] Certificates [and the Class A-3FL Regular
Interest], a fraction (A) whose numerator is the greater of (x) zero and (y) the
difference between (i) the Pass-Through Rate on such Class of Offered
Certificates and (ii) the Yield Rate, with respect to Mortgage Loans sold to the
Depositor by __________, or the Discount Rate, with respect to Mortgage Loans
sold to the Depositor by

                                      -9-
<PAGE>

____________, used in calculating the Yield Maintenance Charge with respect to
such Principal Prepayment and (B) whose denominator is the difference between
(i) the Mortgage Rate on the related Mortgage Loan and (ii) the Yield Rate, with
respect to Mortgage Loans sold to the Depositor by __________, or the Discount
Rate, with respect to Mortgage Loans sold to the Depositor by __________, used
in calculating the Yield Maintenance Charge with respect to such principal
prepayment; provided, however, that under no circumstances shall the Base
Interest Fraction be greater than one. If such Yield Rate or Discount Rate, as
the case may be, is greater than the Mortgage Rate on the related Mortgage Loan,
then the Base Interest Fraction shall equal zero.

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

            "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 New York, New York, or the city and state in which
the Corporate Trust Office of the Trustee or principal place of business of the
Servicer or the Special Servicer is located, are authorized or obligated by law
or executive order to remain closed.

            "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 200_-__, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the
Authenticating Agent.

            "Certificate Account": The custodial account or accounts created and
maintained by the Servicer pursuant to Section 3.04(a) in the name of the
Trustee on behalf of the Certificateholders, into which the amounts set forth in
Section 3.04(a) shall be deposited directly. Any such account or accounts shall
be an Eligible Account.

            "Certificate Balance": With respect to any Class of Certificates
(other than the Residual Certificates and the Class [X] Certificates) [or the
Class A-3FL Regular Interest], (i) on or prior to the first Distribution Date,
an amount equal to the Original Certificate Balance of such Class as specified
in the Preliminary Statement hereto, and (ii) as of any date of determination
after the first Distribution Date, the Certificate Balance of such Class on the
Distribution Date immediately prior to such date of determination (determined as
adjusted pursuant to Section 1.02(iii)). [The Certificate Balance of the Class
A-3FL Certificates shall be equal at all times to the Certificate Balance of the
Class A-3FL Regular Interest.]

            "Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates [or the Class A-3FL Regular Interest], the
amount of Mortgage Deferred Interest allocated to such Class of Certificates [or
the Class A-3FL Regular Interest] pursuant to Section 4.06(a).

            "Certificate Factor": With respect to any Class of Certificates [or
the Class A-3FL Regular Interest], as of any date of determination, a fraction,
expressed as a decimal

                                      -10-
<PAGE>

carried to 8 places, the numerator of which is the then related Certificate
Balance [or Class A-3FL Regular Interest Balance], and the denominator of which
is the related Original Certificate Balance [or Class A-3FL Regular Interest
Balance].

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

            "Certificate Rating": With respect to the long-term unsecured debt
of any institution, a long-term debt obligation rating by each Rating Agency not
lower than the highest rating by such Rating Agency of any Class of Certificates
then outstanding; provided, however, that the Certificate Rating will not be
lower than Investment Grade by such Rating Agency.

            "Certificate Register" and "Certificate Registrar": The register
maintained and 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, any Certificate registered in the name of the Servicer, the
Special Servicer, the Depositor or any Affiliate of either 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, if such consent, approval or waiver sought from such party would in
any way increase its compensation or limit its obligations as Servicer, Special
Servicer or Depositor, as applicable, hereunder; provided, however, the Servicer
and Special Servicer shall be entitled to exercise such Voting Rights with
respect to any issue which could reasonably be believed to adversely affect such
party's compensation or increase its obligations or liabilities hereunder; and
provided further, however, that such restrictions will not apply to the exercise
of the Special Servicer's rights as a member of the Controlling Class. The
Trustee shall be entitled to request and rely upon a certificate of the
Servicer, the Special Servicer or the Depositor 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.

            "Certifying Servicer": The Servicer, the Special Servicer [, the
Trustee or Paying Agent, if applicable] or an Additional Servicer, as the case
may be.

            "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.

                                      -11-
<PAGE>

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

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

            "Class [A-1] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

            "Class [A-1A] Certificate": A Certificate designated as "Class
[A-1A]" on the face thereof, in the form of Exhibit A-13 hereto.

            "Class [A-1A] Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to ___%.

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

            "Class [A-2] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

            ["Class A-3FL Distribution Conversion": With respect to any
Distribution Date (i) upon the occurrence and during the continuation of a Swap
Default while the Trustee on behalf of the Trust is pursuing remedies under the
Class A-3FL Swap Contract pursuant to Section 3.30 or (ii) immediately upon and
following the termination of the Class A-3FL Swap Contract until a replacement
Class A-3FL Swap Contract is entered into, if any, the conversion of
distributions on the Class A-3FL Certificates from distributions based, in part,
on floating interest payments from the Class A-3FL Swap Counterparty under the
Class A-3FL Swap Contract to distributions based solely on fixed interest
distributions in respect of the Class A-3FL Regular Interest, as specified in
Section 4.01(j).]

            ["Class A-3FL Fixed Amount": The "Class A-3FL Fixed Amount" as
defined in the Class A-3FL Swap Contract.]

            ["Class A-3FL Fixed Swap Payment": With respect to any Distribution
Date, the Class A-3FL Fixed Amount required to be paid to the Class A-3FL Swap
Counterparty by the Trust under the Class A-3FL Swap Contract.]

            ["Class A-3FL Floating Amount": The "Floating Amount" as defined in
the Class A-3FL Swap Contract.]

            ["Class A-3FL Floating Rate Account": The trust account or accounts
created and maintained as a separate account or accounts (or as a subaccount of
the Distribution Account) by the Trustee pursuant to Section 3.04(d), in the
name of the Trustee on behalf of the Certificateholders, and which must be an
Eligible Account (or a subaccount of an Eligible Account). The Class A-3FL
Floating Rate Account shall not be an asset of either the Lower-Tier REMIC or
Upper-Tier REMIC formed hereunder.]

                                      -12-
<PAGE>

            ["Class A-3FL Floating Swap Payment": With respect to any
Distribution Date, the Floating Amount required to be paid to the Trust by the
Class A-3FL Swap Counterparty under the Class A-3FL Swap Contract.]

            ["Class A-3FL Grantor Trust": That certain "grantor trust" (within
the meaning of the Grantor Trust Provisions), the assets of which are the A-3FL
Grantor Trust Assets.]

            ["Class A-3FL Grantor Trust Assets": The segregated pool of assets
consisting of the A-3FL Regular Interest, the Class A-3FL Swap Contract, the
Class A-3FL Floating Rate Account and the proceeds thereof, the beneficial
ownership of which is represented by the Class A-3FL Certificates.]

            ["Class A-3FL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) amounts in respect of
interest received in respect of the Class A-3FL Regular Interest for such
Distribution Date, (ii) the Class A-3FL Floating Swap Payment and (iii) any
termination payment paid by the Class A-3FL Swap Counterparty to the Trustee
upon the termination of the Class A-3FL Swap Contract provided no replacement
Class A-3FL Swap Contract has been entered into prior to such Distribution Date,
less (iv) the Class A-3FL Fixed Swap Payment for such Distribution Date.]

            ["Class A-3FL Net Swap Payment": With respect to the related
Interest Accrual Period, the excess, if any of (i) the Class A-3FL Fixed Swap
Payment over (ii) the Class A-3FL Floating Swap Payment.

            ["Class A-3FL Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to LIBOR plus ___%.]

            ["Class A-3FL Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the amount of principal allocated pursuant
to Section 4.01 in respect of the Class A-3FL Regular Interest on such
Distribution Date.]

            ["Class A-3FL Regular Interest": The uncertificated interest in the
Upper-Tier REMIC, designated as "Class A-3FL," constituting a "regular interest"
in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the
characteristics attributable thereto in this Agreement.]

            ["Class A-3FL Swap Contract": The 1992 ISDA Master Agreement
(Multi-Currency Cross Border) together with the related schedule, confirmation
and any annexes thereto, dated as of____, 20__, by and among the Class A-3FL
Swap Counterparty and the Trustee, solely in its capacity as Trustee, on behalf
of the Trust, or any replacement interest rate swap agreement entered into by
the Trustee in accordance with this Agreement.]

            ["Class A-3FL Swap Counterparty": [_], a [_______], acting in such
capacity or its successor in interest or any counterparty under a replacement
Class A-3FL Swap Contract.]

            ["Class A-3FL Swap Default": Any failure on the part of the Class
A-3FL Swap Counterparty to (i) make a required payment under the Class A-3FL
Swap Contract, as and when due thereunder, or (ii) either post acceptable
collateral or find an acceptable replacement swap

                                      -13-
<PAGE>

counterparty after a Rating Agency Trigger Event has occurred as required by
Part 1, paragraph (_) of the Schedule of the Master Agreement in the Class A-3FL
Swap Contract or any early termination date as designated under the Class A-3FL
Swap Contract shall have occurred.]

            ["Class A-3FL Swap Termination Fees": Any fees or expenses payable
by the Class A-3FL Swap Counterparty to the Trust in connection with a Class
A-3FL Swap Default, termination of the Class A-3FL Swap Contract or liquidation
of the Class A-3FL Swap Contract, as specified in the Class A-3FL Swap
Contract.]

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

            "Class [B] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

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

            "Class [C] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

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

            "Class [D] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

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

            "Class [E] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

            "Class [F] Certificate": A Certificate designated as "[Class F]" on
the face thereof, in the form of Exhibit A-7 hereto.

            "Class [F] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

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

            "Class [G] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

            "Class [H] Certificate": A Certificate designated as "[Class H]" on
the face thereof, in the form of Exhibit A-9 hereto.

                                      -14-
<PAGE>

            "Class [H] Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to ___%.

            "Class [LA-1] Interest Fraction": With respect to any Distribution
Date, a fraction, the numerator of which is the [A-1] Component Interest Accrual
Amount and the denominator of which is the sum of the [A-1] Component Interest
Accrual Amount and the WAC Component Interest Accrual Amount.

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

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

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

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

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

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

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

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

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

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

                                      -15-
<PAGE>

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

            "Class [LR] Certificate": A Certificate designated as "Class [LR]"
on the face thereof, in the form of Exhibit A-12 hereto.

            "Class [LWAC] Notional Amount": As of any Distribution Date, an
amount equal to the aggregate Stated Principal Balances of the Mortgage Loans as
of the preceding Distribution Date (after giving effect to the distribution of
principal and realized losses on such Distribution Date), or the Cut-off Date in
the case of the first Distribution Date.

            "Class [LWAC] Pass-Through Rate": For any Distribution Date, the
Weighted Average Net Mortgage Rate for such Distribution Date minus ___%.

            "Class [LWAC] Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the initial Notional Amount and per annum rate of interest set forth in the
Preliminary Statement hereto, representing a "specified portion" (within the
meaning of Treasury Regulations Section 1.860G-1(a)(2)(i)(C)) of the interest
payments on the Mortgage Loans.

            "Class [R] Certificate": A Certificate designated as "Class [R]" on
the face thereof, in the form of Exhibit A-11 hereto.

            "Class Unpaid Interest Shortfall": As to any Distribution Date and
any Class of Regular Certificates, the excess, if any, of (a) the sum of (i) the
Distributable Certificate Interest in respect of such Class for the immediately
preceding Distribution Date and (ii) any outstanding Class Unpaid Interest
Shortfall payable to such Class on such preceding Distribution Date over (b) the
aggregate amount in respect of interest actually distributed to such Class on
such immediately preceding Distribution Date. The Class Unpaid Interest
Shortfall with respect to any Class of Certificates as of the initial
Distribution Date is zero. No interest shall accrue on Class Unpaid Interest
Shortfalls.

            "Class [X] Certificate": A Certificate designated as "Class [X]" on
the face thereof, in the form of Exhibit A-10 hereto.

            "Class [X] Interest Accrual Amount": With respect to any
Distribution Date, the sum of the A-1 Component Interest Accrual Amount and the
WAC Component Interest Accrual Amount.

            "Closing Date": _________, 200_.

            "CMSA Periodic Update Report": The monthly report to be prepared by
the Servicer and delivered to the Trustee, the Paying Agent, the Special
Servicer, the Depositor and each Rating Agency pursuant to Section 4.02(b), in
electronic medium, which electronic medium is reasonably acceptable to the
Paying Agent and the Servicer, containing such information as is set forth in
Section 4.02(b) regarding the Mortgage Loans and such other information as will
permit the Paying Agent to calculate the amounts to be distributed pursuant to
Section 4.01 and

                                      -16-
<PAGE>

to furnish or make available statements to Certificateholders pursuant to
Section 4.02 and containing such additional information as the Servicer, the
Special Servicer and the Paying Agent may from time to time agree.

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

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

            "Collection Report": The monthly report to be prepared by the
Servicer and delivered to the Trustee, the Paying Agent, the Special Servicer,
the Depositor and each Rating Agency pursuant to Section 4.02(b), in writing and
in electronic medium, in form reasonably acceptable to the Paying Agent,
containing such information as is set forth in Section 4.02(b) regarding the
Mortgage Loans and such other information as will permit the Paying Agent to
calculate the amounts to be distributed pursuant to Section 4.01 and to furnish
statements to Certificateholders pursuant to Section 4.02 and containing such
additional information as the Servicer, the Special Servicer and the Paying
Agent may from time to time agree.

            "Commission": The Securities and Exchange Commission.

            "Component": The A-1 Component or the WAC Component.

            "Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates then outstanding that has a then
aggregate Certificate Balance at least equal to the lesser of (a) 1% of the
outstanding aggregate principal balance of the Mortgage Loans as of the Closing
Date or (b) 20% of the initial Certificate Balance of such Class of Certificates
in the case of Class [H] Certificates, or 25% of the initial Certificate Balance
of such Class in the case of any other Class of Certificates. For purposes of
determining the identity of the Controlling Class, the Certificate Balance of
each Class shall be deemed to be reduced by the amount allocated to such Class
of any Appraisal Reductions relating to Mortgage Loans as to which Liquidation
Proceeds or other final payment has not yet been received. As of the Closing
Date, the Controlling Class will be the Class [H] Certificates.

            "Controlling Class Certificateholders": 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 by such Holder (or
Certificate Owner).

            "Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at _________________________, Attention:
____________________________, GE Commercial Mortgage Corporation, Series
200_-___ (telecopy number (___) ________).

            "Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that
has become current and remained current for three consecutive Monthly Payments
(for such purposes taking into account any modification or amendment of such
Mortgage Loan) and (provided, that no additional default is foreseeable in the
reasonable judgment of the Special

                                      -17-
<PAGE>

Servicer) the Special Servicer has returned servicing of such Mortgage Loan to
the Servicer pursuant to Section 3.21(a).

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

            "Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage Files, which
Person shall not be the Depositor, either Mortgage Loan Seller or an Affiliate
of any of them. The Trustee shall be the initial Custodian.

            "Cut-off Date": __________, 200_.

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

            "Debt Service Coverage Ratio": With respect to any Mortgage Loan for
any twelve month period covered by an annual operating statement for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced by the
related Mortgaged Property during such period to (ii) the aggregate amount of
Monthly Payments (other than any Balloon Payment) due under such Mortgage Loan
during such period, provided, that with respect to the Mortgage Loans which
initially pay interest only, the related Monthly Payment will be calculated (for
purposes of this definition only) to include principal (based upon a 25-year
amortization schedule) and interest payments from origination.

            "Default Interest": With respect to any defaulted Mortgage Loan
which is in default pursuant to the terms of the related Mortgage Loan Documents
for any related Due Period, all interest accrued in respect of such Mortgage
Loan during such Due Period provided for in the related Mortgage Note or
Mortgage as a result of the related default (exclusive of late payment charges)
that is in excess of interest at the related Mortgage Rate accrued on the unpaid
principal balance of such Mortgage Loan outstanding from time to time during
such Due Period.

            "Defaulted Mortgage Loan": A Mortgage Loan that is delinquent at
least sixty days in respect of its Monthly Payments or more than thirty days
delinquent in respect of its Balloon Payment, if any, in either case such
delinquency to be determined without giving effect to any grace period permitted
by the related Mortgage or Mortgage Note and without regard to any acceleration
of payments under the related Mortgage and Mortgage Note.

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

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

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

                                      -18-
<PAGE>

            "Definitive Certificate": As defined in Section 5.01(a).

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

            "Depositor": GE Commercial Mortgage Corporation, a Delaware
corporation, or its successor in interest.

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

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

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

            "Determination Date": With respect to any Distribution Date, the ___
day of the month in which such Distribution Date occurs, or if such ___ day is
not a Business Day, the immediately succeeding Business Day.

            "Directing Certificateholder": The Controlling Class
Certificateholder selected by more than 50% of the Controlling Class
Certificateholders, by Certificate Balance, as certified by the Certificate
Registrar from time to time; provided, however, that (i) absent such selection,
or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt
of a notice from a majority of the Controlling Class Certificateholders, by
Certificate Balance, that a Directing Certificateholder is no longer designated,
the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class will be the Directing
Certificateholder.

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof that are not customarily
provided to tenants in connection with the rental of space "for occupancy only"
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers, the performance of any construction work
thereon (other than the completion of a building or improvement, where more than
10% of the construction of such building or improvement was completed before
default became imminent) or any use of such REO Property in a trade or business
conducted by the Trust Fund other than through an Independent Contractor;
provided, however, that the Trustee (or the Special Servicer on behalf of the
Trustee) shall not be considered to Directly Operate an REO Property solely
because the Trustee (or the Special Servicer on behalf of the Trustee)
establishes rental terms, chooses tenants, enters into or renews leases, deals
with taxes and insurance or makes decisions as to repairs or capital
expenditures with respect to such REO Property or takes other actions consistent
with Treasury Regulations Section 1.856-4(b)(5)(ii).

                                      -19-
<PAGE>

            "Discount Rate": A rate which, when compounded monthly, is
equivalent to the Yield Rate when compounded semi-annually.

            "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
which is a corporation if all of its activities are subject to tax and 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) which 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 Servicer based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause either the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms "United States," "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.

            "Distributable Certificate Interest": With respect to any
Distribution Date, as to any Class of Regular Certificates [and the Class A-3FL
Regular Interest], the Accrued Certificate Interest in respect of such Class of
Regular Certificates [or Class A-3FL Regular Interest] for such Distribution
Date, reduced (to not less than zero) by any allocations to such Class of
Certificates A-3FL Regular Interest] (other than in the case of the Class [X]
Certificates) of any Certificate Deferred Interest for such Distribution Date.

            "Distribution Accounts": Collectively, the Upper-Tier Distribution
Account and the Lower-Tier Distribution Account[, the Class A-3FL Floating Rate
Account] [and the Excess Interest Distribution Account].

            "Distribution Date": The __th day of any month, or if such __th day
is not a Business Day, the Business Day immediately following, commencing in
__________ 200_.

            "Distribution Date Statement": As defined in Section 4.02(a).

            "Due Date": With respect to (i) any Mortgage Loan on or prior to its
Maturity Date, the day of the month set forth in the related Mortgage Note on
which each Monthly Payment thereon is scheduled to be first due, (ii) any
Mortgage Loan after the Maturity Date therefor, the day of the month set forth
in the related Mortgage Note on which each Monthly Payment on such Mortgage Loan
had been scheduled to be first due, and (iii) any REO Loan, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment on the
related Mortgage Loan had been scheduled to be first due.

            "Due Period": With respect to any Distribution Date, the period
commencing on the _____ day of the month preceding the month in which such
Distribution Date occurs and

                                      -20-
<PAGE>

ending on the _____ day of the month in which such Distribution Date occurs.
Notwithstanding the foregoing, in the event that the last day of a Due Period is
not a Business Day, any payments received with respect to the Mortgage Loans
relating to such Due Period on the Business Day immediately following such day
shall be deemed to have been received during such Due Period and not during any
other Due Period.

            "Eligible Account": Either (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company the
long-term unsecured debt obligations of which are rated at least "AA-" by ___
and ___, or, if not rated by ___, at least "A" or its equivalent by another
nationally recognized statistical rating agency, if the deposits are to be held
in such account for more than 30 days or the short-term debt obligations of
which have a short-term rating of not less than "A-1" from ___ and "D-1+" from
___ (if rated by ___) if the deposits are to be held in such account for less
than 30 days, 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, downgraded or withdrawn by reason thereof
or (ii) a segregated trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or trust
company that, in either case, has a combined capital and surplus of at least
$50,000,000 and has corporate trust powers, acting in its fiduciary capacity,
provided that any state chartered depository institution or trust company is
subject to regulation regarding fiduciary funds substantially similar to 12
C.F.R. ss. 9.10(b). Eligible Accounts may bear interest. No Eligible Account
shall be evidenced by a certificate of deposit, passbook or other similar
instrument.

            "Eligible Investor": Either (i) a Qualified Institutional Buyer that
is purchasing for its own account or for the account of a Qualified
Institutional Buyer to whom notice is given that the offer, sale or transfer is
being made in reliance on Rule 144A or (ii) an Institutional Accredited
Investor.

            "Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of, (i) Chapter 5 of the FNMA Multifamily Guide or any
successor provisions covering the same subject matter, in the case of Specially
Serviced Mortgage Loans as to which the related Mortgaged Property is
multifamily property or (ii) the American Society for Testing and Materials in
the case of Specially Serviced Mortgage Loans as to which the related Mortgaged
Property is a non-multifamily property.

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

            "ERISA Prohibited Holder": As defined in Section 5.02(d).

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

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

                                      -21-
<PAGE>

            ["Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate, interest
accrued on such Mortgage Loan after the Anticipated Prepayment Date allocable to
the Excess Rate, including all interest accrued thereon. The Excess Interest
shall not be an asset of the Lower-Tier REMIC or the Upper-Tier REMIC formed
hereunder.]

            ["Excess Interest Distribution Account": The trust account or
accounts created and maintained as a separate account or accounts by the Paying
Agent pursuant to Section 3.04(c), which shall be entitled [__________], as
Paying Agent, in trust for the Holders of GE Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificates, Series 200_-__, Excess Interest
Distribution Account," and which must be an Eligible Account. The Excess
Interest Distribution Account shall not be an asset of the Lower-Tier REMIC or
the Upper-Tier REMIC formed hereunder.]

            ["Excess Rate": With respect to each of the Mortgage Loans indicated
on the Mortgage Loan Schedule as having a Revised Rate, the excess of (i) the
applicable Revised Rate over (ii) the applicable Mortgage Rate, each as set
forth in the Mortgage Loan Schedule.]

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

            ["Extension Adviser": As defined in Section 3.26(a).]

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

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

            "Final Recovery Determination": A determination by the Special
Servicer with respect to any Defaulted Mortgage Loan or REO Property (other than
a Mortgage Loan or REO Property, as the case may be, that was purchased by a
Mortgage Loan Seller pursuant to Section 3 of the related Mortgage Loan Purchase
Agreement, by the Servicer or the Special Servicer pursuant to Section 3.18(b),
or by the Servicer, the Special Servicer, the Holders of the Controlling Class
or the Holders of the Class [LR] Certificates pursuant to Section 9.01) 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 judgment, exercised without regard to any obligation of the Special
Servicer to make payments from its own funds pursuant to Section 3.07(b), will
ultimately be recoverable.

            "Fiscal Agent": ___________, a _________banking corporation, in its
capacity as fiscal agent hereunder, and its successors in interest, or any
successor Fiscal Agent appointed hereunder.

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

            "Grantor Trust Provisions": Sections 671-679 of the Code and
Treasury Regulations Section 301.7701-4(c).

                                      -22-
<PAGE>

            "Group 1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 1.

            "Group 2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 2.

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

            "Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Trustee, the Depositor, the
Servicer, the Special Servicer, the Directing Certificateholder 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 Trustee, the
Depositor, the Servicer, the Special Servicer, the Directing Certificateholder
or any Affiliate thereof and (iii) is not connected with the Trustee, the
Depositor, the Servicer, the Special Servicer, the Directing Certificateholder
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 Trustee, the
Depositor, the Servicer, the Special Servicer or any Affiliate thereof merely
because such Person is the beneficial owner of 1% or less of any Class of
securities issued by the Trustee, the Depositor, the Servicer, the Special
Servicer, the Directing Certificateholder or any Affiliate thereof, as the case
may be.

            "Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust within the meaning of Section
856(d)(3) of the Code if the Trust were a real estate investment trust (except
that the ownership test set forth in that Section shall be considered to be met
by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the
Servicer or the Trust, delivered to the Trustee and the Servicer), so long as
the Trust does not receive or derive any income from such Person and provided
that the relationship between such Person and the Trust is at arm's length, all
within the meaning of Treasury Regulation Section 1.856-4(b)(5) (except that the
Servicer or the Special Servicer shall not be considered to be an Independent
Contractor under the definition in this clause (i) unless an Opinion of Counsel
has been delivered to the Trustee to that effect) or (ii) any other Person
(including the Servicer and the Special Servicer) upon receipt by the Trustee
and the Servicer of an Opinion of Counsel, which shall be at no expense to the
Trustee, the Servicer or the Trust Fund, 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.

                                      -23-
<PAGE>

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

            "Insurance and Condemnation Proceeds": All proceeds 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
Mortgagor or any tenants or ground lease, in either case, in accordance with the
Servicing Standards.

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

            "Interest Accrual Period": With respect to any Class of Regular
Certificates [(other than the Class A-3FL Certificates), or the Class A-3FL
Regular Interest,] or Uncertificated Lower-Tier Interests and any Distribution
Date, the period beginning on the first day of the calendar month preceding the
calendar month in which the related Distribution Date occurs and ending on the
last day of the calendar month preceding the calendar month in which such
Distribution Date occurs [calculated assuming that each month has 30 days and
each year has 360 days]. [With respect to the Class A-3FL Certificates, interest
shall be calculated on an Actual/360 Basis and, for any Distribution Date, shall
be deemed to accrue during the period from and including the __ day of the month
preceding the month in which the related Distribution Date occurs (or, in the
case of the first Distribution Date, the Closing Date to____) to but excluding
the ___ day of the month in which the related Distribution Date occurs;
provided, however, that if a Class A-3FL Distribution Conversion has occurred,
the Accrued Certificate Interest with respect to the Class A-3FL Certificates
shall be the same as the Accrued Certificate Interest for the Class A-3FL
Regular Interest.]

            "Interest Distribution Amount": With respect to any Class of Regular
Certificates [and the Class A-3FL Regular Interest] for any Distribution Date,
an amount equal to the sum of the Distributable Certificate Interest and the
Class Unpaid Interest Shortfall with respect to such Class of Regular
Certificates for such Distribution Date.

            ["Interest Reserve Account": The trust account created and
maintained by the Paying Agent pursuant to Section 3.25 in the name of the
Trustee on behalf of the Certificateholders, into which the amounts set forth in
Section 3.25 shall be deposited directly and which must be an Eligible Account.]

            ["Interest Reserve Loans": The Actual/360 Mortgage Loans.]

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

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

            "Investment Grade": With respect to any Certificate, ratings
assigned to such Certificate by ___ and ___ no lower than "BBB-."

                                      -24-
<PAGE>

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

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

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

            ["LIBOR": With respect to the Class A-3FL Certificates and each
Interest Accrual Period, the rate for deposits in U.S. Dollars, for a period
equal to one month, which appears on the Dow Jones Market Service (formerly
Telerate) Page 3750 as of 11:00 a.m., London time, on the related LIBOR
Determination Date. If such rate does not appear on Dow Jones Market Service
Page 3750, the rate for that Interest Accrual Period will be determined on the
basis of the rates at which deposits in U.S. Dollars are offered by any four
major reference banks in the London interbank market selected by the Trustee to
provide such bank's offered quotation of such rates at approximately 11:00 a.m.,
London time, on the related LIBOR Determination Date to prime banks in the
London interbank market for a period of one month, commencing on the first day
of such Interest Accrual Period and in an amount that is representative for a
single such transaction in the relevant market at the relevant time. The Trustee
will request the principal London office of any four major reference banks in
the London interbank market selected by the Trustee to provide a quotation of
such rates, as offered by each such bank. If at least two such quotations are
provided, the rate for that Interest Accrual Period will be the arithmetic mean
of the quotations. If fewer than two quotations are provided as requested, the
rate for that Interest Accrual Period will be the arithmetic mean of the rates
quoted by major banks in New York City selected by the Trustee, at approximately
11:00 a.m., New York City time, on the LIBOR Determination Date with respect to
such Interest Accrual Period for loans in U.S. Dollars to leading European banks
for a period equal to one month, commencing on the LIBOR Determination Date with
respect to such Interest Accrual Period and in an amount that is representative
for a single such transaction in the relevant market at the relevant time. The
Trustee will determine LIBOR for each Interest Accrual Period and the
determination of LIBOR by Trustee will be binding absent manifest error.]

            ["LIBOR Business Day": Any day on which commercial banks are open
for international business (including dealings in U.S. Dollar deposits) in
London, England and New York, New York.]

                                      -25-
<PAGE>

            ["LIBOR Determination Date": (i) with respect to the initial
Interest Accrual Period, the date that is two LIBOR Business Days prior to the
Closing Date, and (ii) with respect to each Interest Accrual Period thereafter,
the date that is two LIBOR Business Days prior to the beginning of the related
Interest Accrual Period.]

            "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by a Mortgage Loan Seller pursuant to Section 3 of the
related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is purchased
by the Servicer or the Special Servicer pursuant to Section 3.18(b); or (v) such
Mortgage Loan is purchased by the Servicer, the Special Servicer, the Holders of
the Controlling Class or the Holders of the Class [LR] Certificates pursuant to
Section 9.01. With respect to any REO Property (and the related REO Loan), any
of the following events: (i) a Final Recovery Determination is made with respect
to such REO Property or (ii) such REO Property is purchased by the Servicer, the
Special Servicer, the Holders of the Controlling Class or the Holders of the
Class [LR] Certificates pursuant to Section 9.01.

            "Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Mortgage Loan as to which the Special
Servicer receives a full or discounted payoff with respect thereto from the
related Mortgagor 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 Mortgage Loan, as the case may be; provided, however, that no
Liquidation Fee shall be payable with respect to clauses (iii)-(v) of the
definition of Liquidation Proceeds.

            "Liquidation Fee Rate": A rate equal to __%.

            "Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues) received or paid by the Servicer in
connection with: (i) the liquidation of a Mortgaged Property or other collateral
constituting security for a defaulted Mortgage Loan, through trustee's sale,
foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof
required to be released to the related Mortgagor in accordance with applicable
law and the terms and conditions of the related Mortgage Note and Mortgage; (ii)
the realization upon any deficiency judgment obtained against a Mortgagor; (iii)
the purchase of a Defaulted Mortgage Loan by the Servicer or the Special
Servicer pursuant to Section 3.18(b) or any other sale thereof pursuant to
Section 3.18(c); (iv) the repurchase of a Mortgage Loan by a Mortgage Loan
Seller pursuant to Section 3 of the related Mortgage Loan Purchase Agreement; or
(v) the purchase of a Mortgage Loan or REO Property by the Servicer, Special
Servicer, the Holders of the Controlling Class or the Holders of the Class [LR]
Certificates pursuant to Section 9.01.

            "Loan Group": Either Loan Group 1 or Loan Group 2.

            "Loan Group 1": Collectively, all of the Mortgage Loans that are
Group 1 Mortgage Loans and any successor REO Loans with respect thereto.

                                      -26-
<PAGE>

            "Loan Group 1 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 1.

            "Loan Group 1 Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (a) the Loan Group 1 Principal
Shortfall for such Distribution Date, (b) that portion, if any, of the Scheduled
Principal Distribution Amount for such Distribution Date attributable to Loan
Group 1 and (c) that portion, if any, of the Unscheduled Principal Distribution
Amount for such Distribution Date attributable to Loan Group 1.

            "Loan Group 1 Principal Shortfall": For any Distribution Date after
the initial Distribution Date, the amount, if any, by which (a) the lesser of
(i) the Loan Group 1 Principal Distribution Amount for the prior Distribution
Date and (ii) the Certificate Balance of the Class A Certificates (other than
the Class A-1A Certificates), exceeds (b) the aggregate amount distributed in
respect of principal on the Class A Certificates (other than the Class A-1A
Certificates) on the preceding Distribution Date. The Loan Group 1 Principal
Shortfall for the initial Distribution Date will be zero.

            "Loan Group 2": Collectively, all of the Mortgage Loans that are
Group 2 Mortgage Loans and any successor REO Loans with respect thereto.

            "Loan Group 2 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 2.

            "Loan Group 2 Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (a) the Loan Group 2 Principal
Shortfall for such Distribution Date, (b) that portion, if any, of the Scheduled
Principal Distribution Amount for such Distribution Date attributable to Loan
Group 2 and (c) that portion, if any, of the Unscheduled Principal Distribution
Amount for such Distribution Date attributable to Loan Group 2.

            "Loan Group 2 Principal Shortfall": For any Distribution Date after
the initial Distribution Date, the amount, if any, by which (a) the lesser of
(i) the Loan Group 2 Principal Distribution Amount for the prior Distribution
Date and (ii) the Certificate Balance of the Class A-1A Certificates, exceeds
(b) the aggregate amount distributed in respect of principal on the Class A-1A
Certificates on the preceding Distribution Date. The Loan Group 2 Principal
Shortfall for the initial Distribution Date will be zero.

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

            "Lower-Tier Distribution Account": The segregated account or
accounts created and maintained by the Paying Agent pursuant to Section 3.04(b)
in trust for the Certificateholders, which shall be entitled
"___________________________, as Paying Agent, in trust for the registered
Holders of GE Commercial Mortgage Corporation,

                                      -27-
<PAGE>

Commercial Mortgage Pass-Through Certificates, Series 200_-_, Lower-Tier
Distribution Account." Any such account or accounts shall be an Eligible
Account.

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

            "Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests (other than the Class [LWAC] Uncertificated
Interest), (i) on or prior to the first Distribution Date, an amount equal to
the Original Lower-Tier Principal Amount of such Class as specified in the
Preliminary Statement hereto, and (ii) as of any date of determination after the
first Distribution Date, an amount equal to the Certificate Balance of the Class
of Related Certificates on the Distribution Date immediately prior to such date
of determination (determined as adjusted pursuant to Section 1.02(iii)).

            "Lower-Tier REMIC": One of two separate REMICs comprising the Trust
Fund, the assets of which consist of the Mortgage Loans [exclusive of Excess
Interest], any REO Property with respect thereto, such amounts as shall from
time to time be held in the Certificate Account, the REO Account, if any, [the
Interest Reserve Account] and the Lower-Tier Distribution Account, and all other
property included in the Trust Fund that is not in the Upper-Tier REMIC.

            "MAI": Member of the Appraisal Institute.

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

            "Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and/or interest on such Mortgage Loan, including
any Balloon Payment, which is payable by a Mortgagor from time to time under the
related Mortgage Note and applicable law, without regard to any acceleration of
principal of such Mortgage Loan by reason of default thereunder [and without
respect to any excess Interest,] or any modification, waiver or amendment of
such Mortgage Loan granted or agreed to by the Servicer or the Special Servicer
pursuant to Section 3.20.

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

            "Mortgage Deferred Interest": With respect to any Mortgage Loan as
of any Due Date that has been modified to reduce the rate at which interest is
paid currently below the Mortgage Rate, the excess, if any, of (a) interest
accrued on the Stated Principal Balance thereof during the one-month interest
accrual period set forth in the related

                                      -28-
<PAGE>

Mortgage Note at the related Mortgage Rate over (b) the interest portion of the
related Monthly Payment or, if applicable, Assumed Scheduled Payment due on such
Due Date.

            "Mortgage File": With respect to any Mortgage Loan, but subject to
Section 2.01, collectively the following documents:

            (i) the original Mortgage Note, bearing, or accompanied by, all
      prior and intervening endorsements or assignments showing a complete chain
      of endorsement or assignment from the originator of the Mortgage Loan to
      the applicable Mortgage Loan Seller, and further endorsed (at the
      direction of the Depositor given pursuant to the applicable Mortgage Loan
      Purchase Agreement) by the Mortgage Loan Seller, on its face or by allonge
      attached thereto, without recourse, to the order of the Trustee in the
      following form: "Pay to the order of _______, as trustee for the
      registered Holders of GE Commercial Mortgage Corporation, Commercial
      Mortgage Pass-Through Certificates, Series 200_-__, without recourse,
      representation or warranty, express or implied";

            (ii) the original Mortgage (or a certified copy thereof from the
      applicable recording office) and originals (or certified copies from the
      applicable recording office) of any intervening assignments thereof
      showing a complete chain of assignment from the originator of the Mortgage
      Loan to the applicable Mortgage Loan Seller, in each case with evidence of
      recording indicated thereon;

            (iii) an original (or a copy if the original has been sent by the
      Servicer for recordation) assignment of the Mortgage, in recordable form,
      from the Mortgage Loan Seller to "___________________, as trustee for the
      registered Holders of GE Commercial Mortgage Corporation, Commercial
      Mortgage Pass-Through Certificates, Series 200_-__";

            (iv) an original or copy of any related Assignment of Leases (if
      such item is a document separate from the Mortgage) and the originals or
      copies of any intervening assignments thereof showing a complete chain of
      assignment from the originator of the Mortgage Loan to the Mortgage Loan
      Seller, in each case 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,
      executed by the applicable Mortgage Loan Seller to "__________, as trustee
      for the registered holders of GE Commercial Mortgage Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 200_-___";

            (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 showing a complete chain of
      assignment from the originator of the Mortgage Loan to the Mortgage Loan
      Seller;

            (vii) an original assignment of any related Security Agreement (if
      such item is a document separate from the Mortgage), in recordable form,
      executed by the applicable Mortgage Loan Seller to "__________, as trustee
      for the registered holders of GE

                                      -29-
<PAGE>

      Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
      Certificates, Series 200_-___";

            (viii) originals or copies of all assumption, modification, written
      assurance and substitution agreements, with evidence of recording thereon,
      where appropriate, in those instances where the terms or provisions of the
      Mortgage, Mortgage Note or any related security document have been
      modified or the Mortgage Loan has been assumed;

            (ix) the original lender's title insurance policy or a copy thereof
      effective as of the date of the recordation of the Mortgage Loan, together
      with all endorsements or riders that were issued with or subsequent to the
      issuance of such policy, insuring the priority of the Mortgage as a first
      lien on the Mortgagor's fee interest in the Mortgaged Property, or if the
      policy has not yet been issued, a written commitment or interim binder,
      dated as of the date the related Mortgage Loan was funded;

            (x) the original or copy of any guaranty of the obligations of the
      Mortgagor under the Mortgage Loan;

            (xi) all UCC Financing Statements and continuation statements or
      copies thereof sufficient to perfect (and maintain the perfection of) the
      security interest held by the originator of the Mortgage Loan (and each
      assignee prior to the Trustee) in and to the personalty of the Mortgagor
      at the Mortgaged Property (in each case with evidence of filing thereon),
      and to transfer such security interest to the Trustee;

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

            (xiii) with respect to any Mortgage Loans with Affiliate Debt, a
      subordination agreement, pursuant to which such Affiliate Debt will be
      fully subordinated to such Mortgage Loan;

            (xiv) any additional documents required to be added to the Mortgage
      File pursuant to this Agreement;

            (xv) with respect to any Mortgage Loan secured by a ground lease,
      the related ground lease; and

            (xvi) the original of any Letters of credit securing such Mortgage
      Loan.

provided, however, that whenever the term "Mortgage File" is used to refer to
documents actually received by the Trustee, or a Custodian appointed thereby,
such term shall not be deemed to include such documents and instruments required
to be included therein unless they are actually so received.

            "Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust
Fund. As used herein,

                                      -30-
<PAGE>

the term "Mortgage Loan" includes the related Mortgage Note, Mortgage and other
documents contained in the related Mortgage File and any related agreements.

            "Mortgage Loan Purchase Agreement": Either of the agreements between
the Depositor and each Mortgage Loan Seller, relating to the transfer of all of
such Mortgage Loan Seller's right, title and interest in and to the related
Mortgage Loans.

            "Mortgage Loan Schedule": The list of Mortgage 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
Mortgage Loan:

            (i) the loan i.d. number (as specified in Exhibit A to the
      Prospectus);

            (ii) the Mortgagor's name;

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

            (iv) the Mortgage Rate in effect at origination;

            (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) original term to stated maturity, (b) remaining term
      to stated maturity and (c) Maturity 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 Original Value of the related Mortgaged Property;

            (xii) the Loan-to-Value Ratio at the Cut-off Date;

            (xiii) the Underwritten Debt Service Coverage Ratio;

            (xiv) the applicable Servicing Fee Rate;

            (xv) [whether the Mortgage Loan is an Actual/360 Mortgage Loan;]

            (xvi) [whether such Mortgage Loan has an Anticipated Prepayment
      Date;]

            (xvii) [the Revised Rate of such Mortgage Loan, if any; ]

                                      -31-
<PAGE>

            (xviii) [whether such Mortgage Loan is secured by the related
      Mortgagor's interest in a ground lease;]

            (xix) [identifying any Mortgage Loans with which such Mortgage Loan
      is cross-defaulted or cross-collateralized;]

            (xx) the originator of such Mortgage Loan;

            (xxi) whether such Mortgage Loan has a guarantor;

            (xxii) whether such Mortgage Loan is secured by a letter of credit;
      and

            (xxiii) the applicable Loan Group, if any, to which such Mortgage
      Loan belongs.

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

            "Mortgage Loan Seller": Each of (i) __________, a __________
corporation, and (ii) _____________________, a __________corporation, or their
respective successors in interest.

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

            "Mortgage Rate": With respect to: (i) any Mortgage Loan on or prior
to its Maturity Date, the annualized rate at which interest is scheduled (in the
absence of a default) to accrue on such Mortgage Loan from time to time in
accordance with the related Mortgage Note and applicable law[, exclusive of the
Excess Rate]; (ii) any Mortgage Loan after its Maturity Date, the annualized
rate described in clause (i) above determined without regard to the passage of
such Maturity Date[; provided, however, that if any Mortgage Loan does not
accrue interest on the basis of a 360 day year consisting of twelve 30 day
months, then, solely for purposes of calculating Pass-Through Rates, the
Mortgage Rate of such Mortgage Loan for any one-month period preceding a related
Due Date will be the annualized rate at which interest would have to accrue in
respect of such Mortgage Loan on the basis of a 360-day year consisting of
twelve 30-day months in order to produce the aggregate amount of interest
actually accrued (exclusive of Default Interest [or Excess Interest]) in respect
of such Mortgage Loan during such one-month period at the related Mortgage
Rate[; provided, however, that with respect to each Interest Reserve Loan, the
Mortgage Rate for the one month period (A) preceding the Due Dates that occur in
January and February in any year which is not a leap year or preceding the Due
Date that occurs in February in any year which is a leap year, and (B) preceding
the Due Date in March, will be the per annum rate stated in the related Mortgage
Note] and (iii) any REO Loan, the annualized rate described in clause (i) or
(ii), as applicable, above determined as if the predecessor Mortgage Loan had
remained outstanding.

            "Mortgaged Property": The real property subject to the lien of a
Mortgage.

                                      -32-
<PAGE>

            "Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.

            "Net Investment Earnings": With respect to either the Certificate
Account, the Distribution Accounts or the REO Account for any period from any
Distribution Date to the immediately succeeding P&I Advance Date, the amount, if
any, by which the aggregate of all interest and other income realized during
such period on funds relating to the Trust Fund held in such account, exceeds
the aggregate of all losses, if any, incurred during such period in connection
with the investment of such funds in accordance with Section 3.06.

            "Net Investment Loss": With respect to either the Certificate
Account, the Distribution Accounts or the REO Account for any period from any
Distribution Date to the immediately succeeding P&I Advance Date, the amount 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 in accordance with Section 3.06, exceeds the aggregate of all interest
and other income realized during such period on such funds.

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

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

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

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

            "Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Loan which, in the
judgment of the Servicer, the Trustee or the Fiscal Agent, as applicable, will
not be ultimately recoverable, together with any accrued and unpaid interest
thereon, from Late Collections or any other recovery on or in respect of such
Mortgage Loan or REO Loan. The determination by the Servicer, the Trustee or the
Fiscal Agent, as applicable, that it 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 to the
Trustee, the Paying Agent and the Depositor, in the case of the Servicer or the
Fiscal Agent, and to the Depositor and the Paying Agent, in the case of the
Trustee. The Officer's Certificate shall set forth such determination of
nonrecoverability and the considerations of the Servicer, the Trustee or Fiscal

                                      -33-
<PAGE>

Agent, as applicable, forming the basis of such determination (which shall
include but shall not be limited to information, to the extent available, such
as related income and expense statements, rent rolls, occupancy status, property
inspections, and shall include an Appraisal of the related Mortgage Loan or
Mortgaged Property, the cost of which Appraisal shall be advanced by the
Servicer as a Servicing Advance). The Trustee shall be entitled to conclusively
rely on the Servicer's determination that a P&I Advance is nonrecoverable and
the Fiscal Agent shall be entitled to conclusively rely on the Servicer's and/or
Trustee's determination that a P&I Advance is nonrecoverable.

            "Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Property which,
in the judgment of the Servicer, the Trustee or the Fiscal Agent, as the case
may be, will not be ultimately recoverable, together with any accrued and unpaid
interest thereon, from Late Collections or any other recovery on or in respect
of such Mortgage Loan or REO Property. The determination by the Servicer, the
Trustee or the Fiscal Agent, as the case may be, that it 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 to the Trustee, the Paying Agent and the
Depositor, in the case of the Servicer and the Fiscal Agent, and to the
Depositor and the Paying Agent, in the case of the Trustee. The Officer's
Certificate shall set forth such determination of nonrecoverability and the
considerations of the Servicer, the Trustee or the Fiscal Agent, as applicable,
forming the basis of such determination (which shall include but shall not be
limited to information, to the extent available, such as related income and
expense statements, rent rolls, occupancy status and property inspections, and
shall include an Appraisal of the related Mortgage Loan or Mortgaged Property,
the cost of which Appraisal shall be advanced by the Servicer as a Servicing
Advance). The Trustee will be entitled to conclusively rely on the Servicer's
determination that a Servicing Advance is nonrecoverable and the Fiscal Agent
shall be entitled to conclusively rely on the Servicer's and/or the Trustee's
determination that a Servicing Advance is nonrecoverable.

            "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class [F], Class [G], Class [H], Class [R] or Class [LR]
Certificate.

            "Non-U.S. Person": Any person other than a U.S. Person, unless, with
respect to the Transfer of a Residual Certificate, (i) such person holds such
Residual Certificate in connection with the conduct of a trade or business
within the United States and furnishes the Transferor and the Certificate
Registrar with an effective Internal Revenue Service Form 4224 or (ii) the
Transferee delivers to both the Transferor and the Certificate Registrar an
opinion of a nationally recognized tax counsel to the effect that such Transfer
is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such Transfer of the Residual Certificate will
not be disregarded for federal income tax purposes.

            "Notional Amount": The Class [LWAC] Notional Amount, the A-1
Component Notional Amount or the WAC Component Notional Amount, as the case may
be.

            "Offered Certificates": The Class [A], Class [B], Class [C], Class
[D], Class [E], Class [F], Class [G], Class [H] and Class [X] Certificates.

                                      -34-
<PAGE>

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

            "Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor, the Servicer or the Special
Servicer, acceptable in form and delivered to the Trustee, except that any
opinion of counsel relating to (a) the qualification of the Upper-Tier REMIC or
Lower-Tier REMIC as a REMIC, (b) compliance with the REMIC Provisions, or (c)
the resignation of the Servicer, the Special Servicer or the Depositor pursuant
to Section 6.04, must be an opinion of counsel who is in fact Independent of the
Depositor, the Servicer or the Special Servicer, as applicable.

            "Option Price": As defined in Section 3.19(c).

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

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

            "Original Notional Amount": With respect to the LWAC Uncertificated
Interest, the A-1 Component or the WAC Component, the respective initial
aggregate Notional Amount thereof as of the Closing Date, in each case as
specified in the Preliminary Statement.

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

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

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

            "Pass-Through Rate": Any of the Class [A-1] Pass-Through Rate, the
Class [A-1A] Pass-Through Rate, the Class [A-2] Pass-Through Rate, the Class [B]
Pass-Through Rate, the Class [C] Pass-Through Rate, the Class [D] Pass-Through
Rate, the Class [E] Pass-Through Rate, the Class [F] Pass-Through Rate, the
Class [G] Pass-Through Rate, the Class [H] Pass-Through Rate, the [A-1]
Component Pass-Through Rate and the WAC Component Pass-Through Rate. [With
respect to the Class A-3FL Certificates (A) for any Distribution Date on which a
Class A-3FL Distribution Conversion has not occurred and is not continuing, a
per annum rate equal to the Class A-3FL Pass-Through Rate and (B) for any
Distribution Date on which a Class A-3FL Distribution Conversion has occurred
and is continuing, a per annum rate equal to the pass-through rate of the Class
A-3FL Regular Interest. The Pass-Through Rate of the Class A-3FL Regular
Interest is [_]% per annum.]

                                      -35-
<PAGE>

            "Paying Agent": Any agent of the Servicer appointed to act as Paying
Agent pursuant to Section 5.06.

            "PCAOB": The Public Company Accounting Oversight Board.

            "Penalty Charges": With respect to any Mortgage Loan (or successor
REO Loan), any amounts actually collected thereon from the Mortgagor that
represent late payment charges or Default Interest, other than a Prepayment
Premium, Yield Maintenance Charge [or Excess Interest].

            "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 is equal to the Denomination of such Certificate divided by the initial
Certificate Balance or Notional Amount, as applicable, of such Class of
Certificates as of the Closing Date. With respect to a Residual Certificate, the
percentage interest is set forth on the face thereof.

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

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

            (ii) demand and time deposits, certificates of deposit, or bankers'
      acceptances that mature in 1 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 at least "A-1+" by ___ and "D-1+" by ___ or would not
      result in the downgrading, withdrawal or qualification of the then-current
      rating assigned by each Rating Agency to any Certificate or the long-term
      debt obligations of such depository institution or trust company have the
      Certificate Rating;

            (iii) repurchase agreements or obligations with respect to any
      security described in clause (i) above where such security has a remaining
      maturity of 1 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;

                                      -36-
<PAGE>

            (iv) debt obligations 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 ratings from ___ and
      ___ at least equal to the highest long-term credit ratings assigned by ___
      and ___, unless otherwise specified in writing by each of the Rating
      Agencies; 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 1 year or less after the date of issuance
      thereof and which is rated at least "A-1+" by ___ and "D-1+" by ___;

            (vi) units of investment funds that maintain a constant net asset
      value, including money market funds, rated "AAA" by ___ and in the highest
      category by ___;

            (vii) certificates or receipts representing ownership interests in
      future interest or principal payments on obligations described in clause
      (i) above and the Rating Agencies have confirmed in writing that such
      investments will not lead to the downgrading, withdrawal or qualification
      of any rating then assigned by the Rating Agencies to any Certificate; and

            (viii) any other demand, money market or time deposit, obligation,
      security or investment, (a) with respect to which each Rating Agency shall
      have confirmed in writing that such investment will not result in a
      downgrade, qualification or withdrawal of the then-current rating of the
      Certificates that are currently being rated by such Rating Agency and (b)
      which qualifies as a "cash flow investment" pursuant to Section 860G(a)(6)
      of the Code;

provided, however, that in each case, if the investment is rated by ___, (a) it
shall not have an "r" highlighter affixed to its rating from ___, (b) it shall
have a predetermined fixed dollar of principal due at maturity that cannot vary
or change and (c) any such investment that provides for a variable rate of
interest must have an interest rate that is tied to a single interest rate index
plus a fixed spread, if any, and move proportionately with such index; and
provided, further, however, that no such instrument shall be a Permitted
Investment (a) if such instrument evidences principal and interest payments
derived from obligations underlying such instrument and the interest payments
with respect to such instrument provide a yield to maturity at the time of
acquisition of greater than 120% of the yield to maturity at par of such
underlying obligations or (b) if such instrument may be redeemed at a price
below the purchase price; and provided, further, however, that no amount
beneficially owned by either the Upper-Tier REMIC or the Lower-Tier REMIC (even
if not yet deposited in the Trust) may be invested in investments (other than
money market funds) treated as equity interests for federal income tax purposes,
unless the Servicer receives an Opinion of Counsel, at its own expense, to the
effect that such investment will not adversely affect the status of either the
Upper-Tier REMIC or the Lower-Tier

                                      -37-
<PAGE>

REMIC as a REMIC under the Code or result in imposition of a tax on such
Upper-Tier REMIC or Lower-Tier REMIC. Permitted Investments that are subject to
prepayment or call may not be purchased at a price in excess of par.

            "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.

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

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

            "P&I Advance Determination Date": With respect to any Distribution
Date, the 14th day of the month in which such Distribution Date occurs, or if
such 14th day is not a Business Day, the Business Day immediately succeeding
such date.

            "Placement    Agents":    Any   of   (i) ___________ or   (ii)
_______________.

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

            "Prepayment Assumption": A CPR (as defined in the Prospectus) of 0%
used for determining the accrual of original issue discount, market discount and
premium, if any, on the Certificates for federal income tax purposes.

            "Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires, by a
Mortgagor in connection with a Principal Prepayment.

            "Principal Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of (a) the Principal Shortfall for such
Distribution Date, (b) the Scheduled Principal Distribution Amount for such
Distribution Date and (c) the Unscheduled Principal Distribution Amount for such
Distribution Date.

            "Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent to
the month of prepayment.

            "Principal Shortfall": For any Distribution Date after the initial
Distribution Date, the amount, if any, by which (a) the related Principal
Distribution Amount for the preceding Distribution Date, exceeded (b) the
aggregate amount distributed in respect of principal on the Class [A] [(other
than Class A-3FL)], Class [B], Class [C], Class [D], Class [E], Class [F], Class
[G] and Class [H] Certificates [and the Class A-3FL Regular Interest] for such
preceding Distribution Date pursuant to Section 4.01(a) on such preceding
Distribution Date. The Principal Shortfall for the initial Distribution Date
will be zero. Notwithstanding the foregoing, for

                                      -38-
<PAGE>

purposes of determining the Loan Group 1 Principal Distribution Amount or the
Loan Group 2 Principal Distribution Amount, the Loan Group 1 Principal Shortfall
or the Loan Group 2 Principal Shortfall, as applicable.

            "Prospectus": The Prospectus dated ________, 200_, as supplemented
by the Prospectus Supplement dated __________, 200_, relating to the offering of
the Offered Certificates.

            "Purchase Option": As defined in Section 3.19(c).

            "Purchase Option Notice": As defined in Section 3.19(d).

            "Purchase Price": With respect to any Mortgage Loan to be purchased
by a Mortgage Loan Seller pursuant to Section 3 of the related Mortgage Loan
Purchase Agreement, by the Servicer or the Special Servicer pursuant to Section
3.18(b), or by the Servicer, the Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates pursuant to
Section 9.01 or to be otherwise sold pursuant to Section 3.18(c), a price equal
to:

            (ix) the outstanding principal balance of such Mortgage Loan as of
      the date of purchase; plus

            (x) all accrued and unpaid interest on such Mortgage 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; plus

            (xi) all related unreimbursed Servicing Advances and accrued and
      unpaid interest on related Advances at the Reimbursement Rate, and unpaid
      Special Servicing Fees allocable to such Mortgage Loan; plus

            (xii) if such Mortgage Loan is being purchased by a Mortgage Loan
      Seller pursuant to Section 3 of the related Mortgage Loan Purchase
      Agreement, all reasonable out-of-pocket expenses reasonably incurred or to
      be incurred by the Servicer, the Special Servicer, the Depositor and the
      Trustee in respect of the Breach or Defect giving rise to the repurchase
      obligation, including any expenses arising out of the enforcement of the
      repurchase obligation.

With respect to any REO Property to be sold pursuant to Section 3.18(c), the
amount calculated in accordance with the preceding sentence in respect of the
related REO Loan.

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

            "Qualified Insurer": (i) With respect to any Mortgage 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 with a
minimum claims paying ability rating of at least "A" by ___ and ___, or, if not
rated by ___, at least "A" or its equivalent by two other nationally recognized
statistical rating agencies and (ii) with respect to the fidelity bond and
errors and omissions Insurance Policy required to be maintained pursuant to
Section 3.07(c), an

                                      -39-
<PAGE>

insurance company that has a claims paying ability rated no lower than two
ratings below the rating assigned to the then highest rated outstanding
Certificate, but in no event lower than "A" by ___ and ___, or, in the case of
clauses (i) and (ii), such other rating as each Rating Agency shall have
confirmed in writing will not cause such Rating Agency to downgrade, qualify or
withdraw the then-current rating assigned to any of the Certificates that are
then currently being rated by such Rating Agency.

            ["Qualified Substitute Mortgage Loan": A mortgage loan which must,
on the date of substitution: (i) have an outstanding Stated 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 Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs; (ii) have a Mortgage Rate not less than
the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as
the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted
Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve
30-day months); (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 Mortgage Loan; (vi) have an original Loan-to-Value Ratio not higher
than that of the deleted Mortgage Loan and a current Loan-to-Value Ratio not
higher than the then current Loan-to-Value Ratio of the deleted Mortgage Loan;
(vii) 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 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 Mortgage Loan and a current Debt Service Coverage Ratio of not
less than the current Debt Service Coverage Ratio of the deleted Mortgage Loan;
(x) be determined by an Opinion of Counsel (at the applicable Mortgage Loan
Seller's expense) to be a "qualified replacement mortgage" within the meaning of
Section 860G(a)(4) of the Code; (xi) not have a maturity date after the date
three years prior to the Rated Final Distribution Date; (xii) not be substituted
for a deleted Mortgage Loan unless the Trustee has received prior confirmation
in writing by each Rating Agency that such substitution will not result in the
withdrawal, downgrade, or qualification of the rating assigned by the Rating
Agency to any Class of Certificates then rated by the Rating Agency (the cost,
if any, of obtaining such confirmation to be paid by the applicable Mortgage
Loan Seller); (xiii) have a date of origination that is not more than 12 months
prior to the date of substitution; (xiv) have been approved by the Directing
Certificateholder; provided that the Directing Certificateholder shall cease to
have the right to approve the substitution of a Qualified Substitute Mortgage
Loan for a deleted Mortgage Loan after the aggregate of the outstanding
principal balance of all Qualified Substitute Mortgage Loans which were
previously substituted for a deleted Mortgage Loan exceeds 10% of the aggregate
principal balance of all Mortgage Loans as of the Cut-off Date; and (xv) not be
substituted for a deleted Mortgage Loan if it would result in the termination of
the REMIC status of any of the REMICs established under this Agreement or the
imposition of tax on any of such REMICs other than a tax on income expressly
permitted or contemplated to be received by the terms of this Agreement, as
determined by an Opinion of Counsel. In the event that one or more mortgage
loans are substituted for one or more deleted Mortgage Loans, then the amounts
described in clause (i) shall be determined on the basis of aggregate principal
balances and the rates described in clause (ii) above and the remaining term to
stated maturity referred to in clause


                                      -40-
<PAGE>

(v) above shall be determined on a weighted average basis. When a Qualified
Substitute Mortgage Loan is substituted for a deleted Mortgage Loan, the
applicable Mortgage Loan Seller shall certify that the Mortgage Loan meets all
of the requirements of the above definition and shall send such certification to
the Trustee. It is understood and agreed that the Controlling Class
Representative (or, if no Controlling Class Representative is then serving, the
Holders of Certificates representing a majority of the Voting Rights assigned to
the Controlling Class) could find a prospective Qualified Substitute Mortgage
Loan unacceptable for any reason or no reason whatsoever.]

            "Rated Final Distribution Date": As to each Class of
Certificates,________ __, 20__, the first Distribution Date after the 24th month
following the end of the amortization term for the Mortgage Loan that, as of the
Cut-off Date, has the longest remaining amortization term.

            "Rating Agency": Each of ___ and ___ or their successors in
interest. If neither such rating agency nor any successor remains in existence,
"Rating Agency" 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 Trustee and the
Servicer, and specific ratings of ___ and ___ herein referenced shall be deemed
to refer to the equivalent ratings of the party so designated.

            ["Rating Agency Trigger Event": The reduction of the Class A-3FL
Swap Counterparty's long-term ratings (or if not rated by [specify agencies],
the long-term ratings of the credit support provider of the Class A-3FL Swap
Counterparty) below [specify rating] by [specify agency] or [specify rating] by
[specify agency].]

            "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.

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

            "Regular  Certificate":  Any of the  Class [A]  [(other than Class
A-3FL)], Class [B],  Class [C],  Class [D],  Class [E],  Class [F], Class [G],
Class [H] and Class [X] Certificates.

            "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 determined by the Trustee in its reasonable
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.

            "Related Certificates" and "Related Uncertificated Lower-Tier
Interest": For the following Classes of Uncertificated Lower-Tier Interests, the
related Class of Certificates (in the case of the Class A-3FL Certificates, the
Class A-3FL Regular Interest) set forth below and for the following Classes of
Certificates (in the case of the Class A-3FL Certificates, the Class A-3FL
Regular Interest), the related Class of Uncertificated Lower-Tier Interests set
forth below:

                                      -41-
<PAGE>

                            Related Uncertificated
Related Certificate         Lower-Tier Interest
-------------------         -------------------

Class [A-1] Certificate     Class [LA-1] Uncertificated Interest

Class [A-1A] Certificate    Class [LA-1A] Uncertificated Interest

Class [A-2] Certificate     Class [LA-2] Uncertificated Interest

[Class A-3FL Regular        [Class LA-3FL Uncertificated

Interest]                   Interest]

Class [B] Certificate       Class [LB] Uncertificated Interest

Class [C] Certificate       Class [LC] Uncertificated Interest

Class [D] Certificate       Class [LD] Uncertificated Interest

Class [E] Certificate       Class [LE] Uncertificated Interest

Class [F] Certificate       Class [LF] Uncertificated Interest

Class [G] Certificate       Class [LG] Uncertificated Interest

Class [H] Certificate       Class [LH] Uncertificated Interest

            "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 the Code, and related
provisions, and proposed, temporary and final Treasury regulations and any
rulings promulgated thereunder, as the foregoing may be in effect from time to
time.

            "Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.

            "REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "_______,
as Special Servicer, in trust for registered Holders of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 200_-__, REO
Account." Any such account or accounts shall be an Eligible Account.

                                      -42-
<PAGE>

            "REO Acquisition": The date of 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(d).

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

            "REO Loan": The Mortgage Loan deemed for purposes hereof 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 as providing for Assumed Scheduled Payments on each Due Date therefor, and
otherwise as having the same terms and conditions as its predecessor Mortgage
Loan, including, without limitation, with respect to the calculation of the
Mortgage Rate in effect from time to time (such terms and conditions to be
applied without regard to the default on such predecessor Mortgage Loan). Each
REO Loan shall be deemed to have an initial outstanding principal balance and
Stated Principal Balance equal to the outstanding principal balance and Stated
Principal Balance, respectively, of its predecessor Mortgage Loan as of the date
of the related REO Acquisition. All amounts due and owing in respect of the
predecessor Mortgage Loan as of the date of the related REO Acquisition,
including, without limitation, accrued and unpaid interest, shall continue to be
due and owing in respect of an REO Loan. All amounts payable or reimbursable to
the Servicer, the Special Servicer, the Fiscal Agent or the Trustee, as
applicable, in respect of the predecessor Mortgage Loan as of the date of the
related REO Acquisition, including, without limitation, any unpaid Special
Servicing Fees and Servicing Fees and any unreimbursed Advances, together with
any interest accrued and payable to the Servicer, the Fiscal Agent 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 Servicer,
the Trustee or the Fiscal Agent in respect of an REO Loan. Collections in
respect of each REO Loan (exclusive of amounts to be applied to the payment of,
or to be reimbursed to the Servicer or the Special Servicer for the payment of,
the costs of operating, managing and maintaining the related REO Property) shall
be treated: first, as a recovery of accrued and unpaid interest on such REO Loan
at the related Mortgage Rate in effect from time to time to but not including
the Due Date in the Due Period of receipt [(exclusive of any portion that
constitutes Excess Interest]; second, as a recovery of principal of such REO
Loan to the extent of its entire unpaid principal balance; and third, in
accordance with the Servicing Standards of the Servicer, as a recovery of any
other amounts due and owing in respect of such REO Loan, including, without
limitation, (i) Yield Maintenance Charges, Prepayment Premiums and Penalty
Charges and (ii) [Excess Interest] and other amounts, in that order.

            "REO Loan Accrual Period": With respect to any REO Loan and any Due
Date therefor, the one-month period immediately preceding such Due Date.

            "REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of, and in the name of, the Trustee for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests [and the Class A-3FL Regular Interest]) 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 Mortgage
Loan.

                                      -43-
<PAGE>

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

            "Reporting Servicer": The Servicer, the Special Servicer, [the
Trustee/Paying Agent] or a Servicing Function Participant, as the case may be.

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

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

            "Responsible Officer": When used with respect to the initial Trustee
or Fiscal Agent, any Vice President, Assistant Vice President, corporate trust
officer or assistant corporate trust officer in the Asset-Backed Securities
Trust Services Group of _________________ or ________________, as the case may
be, and with respect to any successor Trustee or Fiscal Agent, any officer or
assistant officer in the corporate trust department of the Trustee or Fiscal
Agent, as the case may be, or any other officer of the Trustee or Fiscal Agent
customarily performing functions similar to those performed by any of the above
designated officers to whom a particular matter is referred by the Trustee or
Fiscal Agent because of such officer's knowledge of and familiarity with the
particular subject.

            ["Revised Rate": With respect to those Mortgage Loans on the
Mortgage Loan Schedule indicated as having a revised rate, the increased
interest rate after the Anticipated Prepayment Date (in the absence of a
default) for each applicable Mortgage Loan, as calculated and as set forth in
the related Mortgage Loan.]

            "Scheduled Principal Distribution Amount": With respect to any
Distribution Date, the aggregate of the principal portions of (a) all Monthly
Payments (excluding Balloon Payments) due in respect of the Mortgage Loans
during or, if and to the extent not previously received or advanced pursuant to
Section 4.03 in respect of a preceding Distribution Date, prior to the related
Due Period, and all Assumed Scheduled Payments for the related Due Period, in
each case to the extent either (i) paid by the Mortgagor as of the Business Day
preceding the related P&I Advance Date (and not previously distributed to
Certificateholders) or (ii) advanced by the Servicer, the Trustee or the Fiscal
Agent, as applicable, pursuant to Section 4.03 in respect of such Distribution
Date, and (b) all Balloon Payments to the extent received during the related Due
Period, and to the extent not included in clause (a) above.

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

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

            "Servicer": __________ (Attention: __________) and its successor in
interest and assigns, or any successor Servicer appointed as herein provided.

                                      -44-
<PAGE>

            "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) incurred by the Servicer in connection with the
servicing and administering of (a) a Mortgage Loan in respect of which a
default, delinquency or other unanticipated event has occurred or as to which a
default is reasonably foreseeable or (b) an REO Property, including, but not
limited to, the cost of (i) compliance with the Servicer's obligations set forth
in Section 3.03(c), (ii) the preservation, restoration and protection of a
Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or
any Liquidation Proceeds of the nature described in clauses (i) - (iv) of the
definition of "Liquidation Proceeds," (iv) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including foreclosures, and
(v) the operation, leasing, management, maintenance and liquidation of any REO
Property.

            "Servicing Criteria": The criteria set forth in paragraph (d) of
Item 1122 of Regulation AB of the 1933 Act.

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

            "Servicing Fee Rate": A rate equal to ___% per annum with respect to
Mortgage Loans sold to the Depositor by _____________________, and ___% per
annum with respect to Mortgage Loans sold to the Depositor by
______________________, in each case computed on the basis of the Stated
Principal Balance of the related Mortgage Loan and for the same period for which
any related interest payment on the related Mortgage Loan is computed.

            "Servicing Function Participant": Any Person, other than the
Servicer and the Special Servicer, that is performing activities that address
the Servicing Criteria, unless such Person's activities relate only to 5% or
less of the Mortgage Loans.

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

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

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

            (xiii) a payment default shall have occurred on such Mortgage Loan
      at its original maturity date, or if the maturity date of such Mortgage
      Loan has been extended, a payment default occurs on such Mortgage Loan at
      its extended maturity date or, in the case of a Balloon Payment, such
      payment is more than 60 days delinquent and (i) the borrower has not
      delivered to the Servicer a written refinancing commitment reasonably

                                      -45-
<PAGE>

      satisfactory in form and substance to the Servicer or (ii) such Balloon
      Payment has not been paid within 60 days of receiving such written
      refinancing commitment; or

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

            (xv) the date upon which the Servicer determines that a payment
      default has occurred or is imminent and is not likely to be cured by the
      related Mortgagor within 60 days; or

            (xvi) the date upon which 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 being entered against the related Mortgagor;
      provided, that if such decree or order is discharged or stayed within 60
      days of being entered, such Mortgage Loan shall not be a Specially
      Serviced Mortgage Loan (and no Special Servicing Fees, Workout Fees or
      Liquidation Fees will be payable with respect thereto); or

            (xvii) the related Mortgagor shall 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 Mortgagor or of or relating to all or substantially all
      of its property; or

            (xviii) the related Mortgagor 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

            (xix) a default of which the Servicer has notice (other than a
      failure by such Mortgagor to pay principal or interest) and which in the
      opinion of the Servicer materially and adversely affects the interests of
      the Certificateholders has occurred and remained unremedied for the
      applicable grace period specified in such Mortgage Loan (or if no grace
      period is specified, 60 days); or

            (xx) the Servicer has received notice of the foreclosure or proposed
      foreclosure of any lien on the related Mortgaged Property.

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

            "Special  Servicer":  ___________,  a ________,  or any  successor
special servicer appointed as herein provided.

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

                                      -46-
<PAGE>

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, ______% per annum computed on the
basis of the Stated Principal Balance of the related Mortgage Loan and for the
same period for which any related interest payment on the related Specially
Serviced Mortgage Loan is computed.

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

            "Startup Day": The day designated as such in Section 10.01(b).

            "Stated Principal Balance": With respect to any Mortgage Loan, as of
any date of determination, an amount equal to (x) the Cut-off Date Principal
Balance of such Mortgage Loan, plus (y) any Mortgage Deferred Interest added to
the principal balance of such Mortgage Loan on or before the end of the
immediately preceding Due Period minus (z) the sum of:

            (xxi) the principal portion of each Monthly Payment due on such
      Mortgage Loan after the Cut-off Date, to the extent received from the
      Mortgagor or advanced by the Servicer and distributed to
      Certificateholders on or before such date of determination;

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

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

            (xxiv) any reduction in the outstanding principal balance of such
      Mortgage Loan resulting from a Deficient Valuation that 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
      Mortgage Loan as of the date of the related REO Acquisition, minus (y) the
      sum of:

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

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

            A Mortgage Loan or an REO Loan shall be deemed to be part of the
Trust Fund and to have an outstanding Stated Principal Balance until the
Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such
payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.

                                      -47-
<PAGE>

            "Subordinate Certificate": Any Class [B], Class [C], Class [D],
Class [E], Class [F], Class [G] or Class [H] Certificate.

            "Sub-Servicer": Any Person with which the Servicer or the Special
Servicer has entered into a Sub-Servicing Agreement.

            "Sub-Servicing Agreement": The written contract between the Servicer
or the Special Servicer, as the case may be, and any Sub-Servicer relating to
servicing and administration of Mortgage Loans as provided in Section 3.22.

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

            "Tax Returns": The federal income tax return on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each of the Upper-Tier REMIC and the Lower-Tier REMIC
due to its classification as a REMIC under the REMIC Provisions, together with
any and all other information, reports or returns that may be required to be
furnished to the Certificateholders or filed with the Internal Revenue Service
or any other governmental taxing authority under any applicable provisions of
federal, state or local tax laws.

            "Third Party Appraiser": As defined in Section 3.19(e).

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

            "Transfer Affidavit": As defined in Section 5.02(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.

            "Transferor Letter": As defined in Section 5.02(d).

            "Trust": The trust created hereby and to be administered hereunder.

            "Trust Fund": The segregated pool of assets subject hereto,
constituting the Trust, consisting of: (i) the Mortgage Loans as from time to
time are subject to this Agreement and all

                                      -48-
<PAGE>

payments under and proceeds of such Mortgage Loans received after the Cut-off
Date (other than payments of principal and interest due and payable on such
Mortgage Loans 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 Certificate Account, the Distribution Accounts, any
Servicing Accounts, and, if established, the REO Account; (iii) any REO
Property; (iv) the rights of the mortgagee under all Insurance Policies with
respect to the Mortgage Loans; (v) the rights of the Depositor under Sections
[2, 3, 9, 11 and 13] of the Mortgage Loan Purchase Agreements; (vi) the
Uncertificated Lower-Tier Interests [, and (vii) the Class A-3FL Regular
Interest, the Class A-3FL Swap Contract and the Class A-3FL Floating Rate
Account].

            "Trustee": ______________, a national banking association, in its
capacity as trustee and its successors in interest, or any successor trustee
appointed as herein provided.

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

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

            "Trustee Fee Rate": A rate equal to ______% per annum computed on
the basis of the Stated Principal Balance of the related Mortgage Loan.

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

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

            "Uncertificated Lower-Tier Interests": Any of the Class [LA-1],
Class [LA-1A], Class [LA-2], [Class LA-3FL,], Class [LB], Class [LC], Class
[LD], Class [LE], Class [LF], Class [LG], Class [LH] and Class [LWAC]
Uncertificated Interests.

            "Underwriter": Either of (i) __________ or (ii)_____________.

            "Underwritten Debt Service Coverage Ratio": With respect to any
Mortgage Loan, the ratio of (i) Underwritten Net Cash Flow produced by the
related Mortgaged Property to (ii) the aggregate amount of the Monthly Payments
due for the 12-month period immediately following the Cut-off Date (except with
respect to those Mortgage Loans identified on Schedule 4 where Monthly Payments
initially pay interest only, but, for purposes of this definition only, shall be
assumed to include principal (based upon a 25-year amortization schedule) and
interest payments from origination).

            "Underwritten Net Cash Flow": With respect to any Mortgage Loan, the
estimated annual revenue derived from the use and operation of such Mortgaged
Property, less estimated annual expenses, including operating expenses (such as
utilities, administrative expenses, repairs and maintenance, management fees and
advertising), fixed expenses (such as insurance and real estate taxes) and
replacement reserves.

                                      -49-
<PAGE>

            "Uninsured Cause": Any cause of damage to property subject to a
Mortgage 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.

            "Unscheduled Principal Distribution Amount": With respect to any
Distribution Date, the aggregate of:

            (a) all Principal Prepayments received on the Mortgage Loans during
the related Due Period; and

            (b) the principal portions of all Liquidation Proceeds, Insurance
and Condemnation Proceeds and, if applicable, REO Revenues received with respect
to the Mortgage Loans and any REO Loans during the related Due Period, but in
each case only to the extent that such principal portion represents a recovery
of principal for which no advance was previously made pursuant to Section 4.03
in respect of a preceding Distribution Date.

            "Upper-Tier Distribution Account": The segregated account or
accounts created and maintained by the Paying Agent pursuant to Section 3.04(b)
in trust for the Certificateholders, which shall be entitled
"___________________________, as Paying Agent, in trust for the registered
Holders of GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 200_-__, Upper-Tier Distribution Account." Any such account
or accounts shall be an Eligible Account.

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

            "U.S. Person": A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income is subject to United States federal income tax regardless of
its source.

            "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, the Voting Rights shall be allocated among the various
Classes of Certificateholders as follows: (i) [4%] in the case of the Class [X]
Certificates, and (ii) in the case of any other Class of Regular Certificates a
percentage equal to the product of [96%] and a fraction, the numerator of which
is equal to the aggregate Certificate Balance of such Class, in each case,
determined as of the Distribution Date immediately preceding such time, and the
denominator of which is equal to the aggregate Certificate Balance of the
Regular Certificates, each determined as of the Distribution Date immediately
preceding such time. Neither the Class [R] Certificates nor the Class [LR]
Certificates will be entitled to any Voting Rights. For purposes of determining
Voting Rights, the Certificate Balance of any Class shall be deemed to be
reduced by the amount allocated to such Class of any Appraisal Reductions
related to Mortgage Loans as to which Liquidation Proceeds or other final
payment has not yet been received. Voting Rights allocated to a Class of

                                      -50-
<PAGE>

Certificateholders shall be allocated among such Certificateholders in
proportion to the Percentage Interests evidenced by their respective
Certificates.

            "WAC Component": One of the two components comprising the Class [X]
Certificates, representing a "specified portion" (within the meaning of Treasury
Regulations Section 1.860G-(1)(a)(2)(i)(C)) of the interest payments on the
Class [LWAC] Uncertificated Interest.

            "WAC Component Interest Accrual Amount": With respect to each
Distribution Date, 100% of the interest payable on the Class [LWAC]
Uncertificated Interest, equal to the WAC Component Pass-Through Rate multiplied
by the WAC Component Notional Amount.

            "WAC Component Notional Amount": With respect to any Distribution
Date, an amount equal to the Class [LWAC] Notional Amount.

            "WAC Component Pass-Through Rate": A rate equal to the excess, if
any, of (i) the Weighted Average Net Mortgage Rate with respect to such
Distribution Date of the Mortgage Loans over (ii) ____ %.

            "Weighted Average Net Mortgage Rate": The weighted average of the
applicable Net Mortgage Rates of the Mortgage Loans, weighted on the basis of
their respective Stated Principal Balances as of the preceding Distribution Date
(after giving effect to the distribution of principal on such Distribution
Date), or, in the case of the first Distribution Date, the Cut-off Date.

            "Withheld Amounts": As defined in Section 3.25(a).

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

            "Workout Fee Rate": A fee of ___% of each collection of interest and
principal, including (i) Monthly Payments, (ii) Balloon Payments and (iii)
payments (other than those included in clause (i) or (ii) of this definition) at
maturity, received on each Corrected Mortgage Loan for so long as it remains a
Corrected Mortgage Loan.

            "Yield Maintenance Charge": With respect to any Mortgage Loan, the
yield maintenance charge set forth in the related Mortgage Loan Documents.

            "Yield Rate": With respect to any Mortgage Loan, the yield rate set
forth in the related Mortgage Loan documents.

            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:

                                      -51-
<PAGE>

            (i) All calculations of interest provided for herein shall be made
      on the basis of a 360-day year consisting of twelve 30-day months.

            (ii) Any Mortgage Loan payment is deemed to be received on the date
      such payment is actually received by the Servicer, the Special Servicer or
      the Trustee; provided, however, that for purposes of calculating
      distributions on the Certificates, Principal Prepayments with respect to
      any Mortgage Loan are deemed to be received on the date they are applied
      in accordance with the Servicing Standards consistent with the terms of
      the related Mortgage Note and Mortgage to reduce the outstanding principal
      balance of such Mortgage Loan on which interest accrues.

            (iii) Any reference to the Certificate Balance of any Class of
      Certificates [or the Class A-3FL Regular Interest] on or as of a
      Distribution Date shall refer to the Certificate Balance of such Class of
      Certificates on such Distribution Date after giving effect to (a) any
      distributions made on such Distribution Date pursuant to Section 4.01, (b)
      any Collateral Support Deficit allocated to such Class on such
      Distribution Date pursuant to Section 4.04 and (c) the addition of any
      Certificate Deferred Interest allocated to such Class of Certificates [or
      the Class A-3FL Regular Interest] and added to such Certificate Balance
      pursuant to Section 4.06(b).

            (iv) [For purposes of calculations required herein, Excess Interest
      shall not be added to the outstanding principal balance of the Mortgage
      Loans notwithstanding that the related Loan Documents may provide
      otherwise.]

                               [End of Article I]

                                      -52-
<PAGE>

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Mortgage Loans.

            (a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign, sell, transfer and convey to the Trustee, without
recourse, for the benefit of the Certificateholders and the Trustee (as holder
of the Uncertificated Lower-Tier Interests [and Class A-3FL Regular Interest])
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
Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections [2, 3, 9,
11, 13 and 16] of each of 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 Mortgage Loans (other than payments of principal and interest due and
payable on the Mortgage Loans on or before the Cut-off Date). The transfer of
the Mortgage Loans and the related rights and property accomplished hereby is
absolute and, notwithstanding Section 11.07, is intended by the parties to
constitute a sale. In connection with the assignment to the Trustee of Sections
[2, 3, 9, 11, 13 and 16] of each of the Mortgage Loan Purchase Agreements, it is
intended that the Trustee get the benefit of Sections [8, 10 and 12] thereof in
connection with any exercise of rights under such assigned Sections, and the
Depositor shall use its best efforts to make available to the Trustee the
benefits of Sections [8, 10 and 12] in connection therewith.

            (b) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed, the Mortgage Loan Sellers pursuant to each
Mortgage Loan Purchase Agreement to deliver to and deposit with, or cause to be
delivered to and deposited with, the Trustee or a Custodian appointed thereby,
on or before the Closing Date, the Mortgage File for each Mortgage Loan so
assigned, with copies to the Servicer. If a Mortgage Loan Seller cannot deliver,
or cause to be delivered as to any Mortgage Loan, the original Mortgage Note,
such Mortgage Loan Seller shall deliver a copy or duplicate original of such
Mortgage Note, together with an affidavit certifying that the original thereof
has been lost or destroyed and indemnifying the Trustee. If a Mortgage Loan
Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of
the documents and/or instruments referred to in clauses (ii), (iv), (vii),
(viii), (xi) and (xii) of the definition of "Mortgage File," with evidence of
recording thereon, solely because of a delay caused by the public recording
office where such document or instrument has been delivered for recordation, the
delivery requirements of the related Mortgage Loan Purchase Agreement and this
Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as
of the Closing Date as to such non-delivered document or instrument, and such
non-delivered document or instrument shall be deemed to have been included in
the Mortgage File, provided, that a photocopy of such non-delivered document or
instrument (certified by such Mortgage Loan Seller to be a true and complete
copy of the original thereof submitted for recording) is delivered to the
Trustee or a Custodian appointed thereby on or before the Closing Date, and
either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder's office, in the case of
the documents and/or instruments referred to

                                      -53-
<PAGE>

in clause (ii) of the definition of "Mortgage File," to be a true and complete
copy of the original thereof submitted for recording), with evidence of
recording thereon, is delivered to the Trustee or such Custodian within 180 days
of the Closing Date (or within such longer period after the Closing Date as the
Trustee may consent to, which consent shall not be unreasonably withheld so long
as such Mortgage Loan Seller is, as certified in writing to the Trustee no less
often than every 90 days, in good faith attempting to obtain from the
appropriate county recorder's office such original or photocopy). If a Mortgage
Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan,
any of the documents and/or instruments referred to in clauses (ii), (iv), (vi),
(vii), (viii), (xi) and (xii) of the definition of "Mortgage File," with
evidence of recording 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 as to such non-delivered
document or instrument, and such non-delivered document or instrument shall be
deemed to have been included in the Mortgage File, provided, that a photocopy of
such non-delivered document or instrument (with evidence of recording thereon
and certified in the case of the documents and/or instruments referred to in
clause (ii) of the definition of "Mortgage File" by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording) is delivered to the Trustee or a Custodian appointed
thereby on or before the Closing Date. Neither the Trustee nor any Custodian
shall in any way be liable for any failure by any Mortgage Loan Seller or the
Depositor to comply with the delivery requirements of the Mortgage Loan Purchase
Agreements and this Section 2.01(b). If, on the Closing Date as to any Mortgage,
Loan, the applicable Mortgage Loan Seller cannot deliver in complete and
recordable form any one of the assignments in favor of the Trustee referred to
in clauses (iii), (v), (vii) or (xi) of the definition of "Mortgage File" solely
because of the unavailability of recording information as to any existing
document or instrument, such Mortgage Loan Seller may provisionally satisfy the
delivery requirements of the related Mortgage Loan Purchase Agreement and this
Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing
Date an omnibus assignment of such Mortgage Loan substantially in the form of
Exhibit I; provided that all required original assignments with respect to such
Mortgage Loan, in fully complete and recordable form, are delivered to the
Trustee or its Custodian within 180 days of the Closing Date (or within such
longer period as the Trustee in its discretion may permit). Notwithstanding
anything herein to the contrary, with respect to the documents referred to in
clause (xvi) of the definition of Mortgage File, the Servicer shall be permitted
to hold the original of such document in trust on behalf of the Trustee in order
to draw on such letter of credit and the applicable Mortgage Loan Seller shall
be deemed to have satisfied the delivery requirements of the related Mortgage
Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to
such document a copy thereof to the Trustee together with an Officer's
Certificate of the Mortgage Loan Seller certifying that such document has been
delivered to the Servicer. The applicable Mortgage Loan Seller shall pay any
costs of assignment of such letter of credit required in order for the Servicer
to draw on such letter of credit.

            (c) Except under the circumstances provided for in the last sentence
of this subsection (c), the applicable Mortgage Loan Seller, or the Trustee, at
the related Mortgage Loan Seller's expense, shall, as to each Mortgage Loan,
promptly (and in any event within 75 days of the later of the Closing Date and
the Trustee's actual receipt of the related documents) cause to be submitted for
recording or filing, as the case may be, in the appropriate public office for
real

                                      -54-
<PAGE>

property records or UCC Financing Statements, as appropriate, each assignment to
the Trustee referred to in clauses (ii), (iii), (iv), (v), (vii) and (xii) of
the definition of "Mortgage File" and each UCC-1, UCC-2 and UCC-3 to the Trustee
referred to in clause (xi) of the definition of "Mortgage File." Each such
assignment shall reflect that it should be returned by the public recording
office to the Trustee or its designee following recording, and each such UCC-1,
UCC-2 and UCC-3 shall reflect that the file copy thereof should be returned to
the Trustee or its designee following filing. If any such document or instrument
is determined to be incomplete or not to meet the filing requirements of the
jurisdiction in which it is recorded or filed, or is lost or returned unrecorded
or unfiled, as the case may be, because of a defect therein, the Trustee shall
prepare or cause to be prepared at the expense of the related Mortgage Loan
Seller 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. Notwithstanding the foregoing, there shall be
no requirement to record any assignment to the Trustee referred to in clause
(iii) or (v) of the definition of "Mortgage File," or to file any UCC-1, UCC-2
or UCC-3 to the Trustee referred to in clause (xi) of the definition of
"Mortgage File," in those jurisdictions where, in the written opinion of local
counsel (which opinion shall not be an expense of the Trust Fund) acceptable to
the Depositor and the Trustee, such recordation and/or filing is not required to
protect the Trustee's interest in the related Mortgage Loans against sale,
further assignment, satisfaction or discharge by the related Mortgage Loan
Seller, the Servicer, the Special Servicer, any Sub-Servicer or the Depositor.

            (d) All documents and records in the Depositor's or any Mortgage
Loan Seller's possession relating to the Mortgage Loans (including financial
statements, operating statements and any other information provided by the
respective Mortgagor from time to time) that are not required to be a part of a
Mortgage File in accordance with the definition thereof together with copies of
all documents in each Mortgage File shall be delivered to the Servicer on or
before the Closing Date and shall be held by the Servicer on behalf of the
Trustee in trust for the benefit of the Certificateholders (and as holder of the
Uncertificated Lower-Tier Interests [and Class A-3FL Regular Interest]).

            (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 Servicer, on or before
the Closing Date, a fully executed original counterpart of each Mortgage Loan
Purchase Agreement, 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 Mortgage Loan Seller shall cause all funds on
deposit in escrow accounts maintained with respect to the Mortgage Loans in the
name of such Mortgage Loan Seller or any other name to be transferred to the
Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.

            Section 2.02 Acceptance by Trustee.

            (a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it or a Custodian on its behalf, subject to the
provisions of Section 2.01 and the further review provided for in this Section
2.02 and to any exceptions noted on the

                                      -55-
<PAGE>

Trustee Exception Report, of the documents specified in clauses (i)-(v), (viii),
(ix) and (xiii) of the definition of "Mortgage File" with respect to each
Mortgage Loan, of a fully executed original counterpart of each Mortgage Loan
Purchase Agreement and of all other assets included in the Trust Fund, in good
faith and without notice of any adverse claim, and declares that it or a
Custodian on its behalf holds and will hold such documents and the other
documents delivered or caused to be delivered by the Mortgage Loan Seller
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.

            (b) Within 60 days of the Closing Date, the Trustee or a Custodian
on its behalf shall review each of the Mortgage Loan documents delivered or
caused to be delivered by the Mortgage Loan Seller constituting the Mortgage
Files; and, promptly following such review (but in no event later than 90 days
after the Closing Date), the Trustee shall certify in writing to each of the
Rating Agencies, the Depositor, the Servicer, the Special Servicer, the
Directing Certificateholder (provided it shall have identified itself, and
furnished to the Trustee a notice address for the delivery of such certificate)
and each Mortgage Loan Seller that, as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
Mortgage Loan specifically identified in any exception report annexed thereto as
not being covered by such certification), (i) all documents specified in clauses
(i) - (v), (viii), (ix), (xi), (xii), (xiii) and (xvi) of the definition of
"Mortgage File" are in its possession, (ii) all documents delivered or caused to
be delivered by the Mortgage Loan Sellers constituting the Mortgage Files have
been reviewed by it or by a Custodian on its behalf and appear regular on their
face and relate to such Mortgage Loan, and (iii) based on such examination and
only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (i), (ii), (iii)
(other than zip code), (iv), (vi), (viii)(a) and (viii)(c) of the definition of
"Mortgage Loan Schedule" is correct. With respect to each Mortgage Loan listed
on an exception report, the Trustee shall specifically identify such Mortgage
Loan together with the nature of such exception (in the form reasonably
acceptable to the Trustee and the Mortgage Loan Seller and separating items
required to be in the Mortgage File but never delivered from items which were
delivered by the Mortgage Loan Seller but are out for recording and have not
been returned by the recorder's office).

            (c) The Trustee or a Custodian on its behalf shall review each of
the Mortgage Loan documents received thereby subsequent to the Closing Date;
and, on or about the first anniversary of the Closing Date, the Trustee shall
certify in writing to each of the Depositor, the Servicer, the Special Servicer
and each Mortgage Loan Seller that, as to each Mortgage Loan listed on the
Mortgage Loan Schedule (other than any Mortgage Loan as to which a Liquidation
Event has occurred or any Mortgage Loan specifically identified in any exception
report annexed thereto as not being covered by such certification), (i) all
documents specified in clauses (i) - (v), (viii), (ix), (xi), (xii), (xiii) and
(xvi) of the definition of "Mortgage File" are in its possession, (ii) it or a
Custodian on its behalf has received either a recorded original of each of the
assignments specified in clause (iii) and, insofar as an unrecorded original
thereof had been delivered or caused to be delivered by the related Mortgage
Loan Seller, pursuant to clause (v) of the definition of "Mortgage File" or a
copy of such recorded original certified by the applicable public recording
office to be true and complete, (iii) all Mortgage Loan documents received by it
or any Custodian have been reviewed by it or by such Custodian on its behalf and
appear regular on their face and relate to such Mortgage Loan and (iv) based on
the examinations referred to in

                                      -56-
<PAGE>

subsection (b) above and this subsection (c) and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (i), (ii), (iii) (other than zip code), (iv),
(vi), (viii) (a) and (viii) (c) of the definition of "Mortgage Loan Schedule" is
correct.

            (d) It is herein acknowledged that neither the Trustee nor any
Custodian is under any duty or obligation (i) to determine whether any of the
documents specified in clauses (iv) - (viii), (x), (xiii), (xiv) and (xv) of the
definition of "Mortgage File" exist or are required to be delivered by the
Depositor, the Mortgage Loan Sellers or any other Person or (ii) to inspect,
review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same
are genuine, enforceable, sufficient to perfect and maintain the perfection of a
security interest or appropriate for the represented purpose or that they are
other than what they purport to be on their face and, with respect to the
documents specified in clause (ix), whether the insurance is effective as of the
date of the recordation, whether all endorsements or riders issued are included
in the file or if the policy has not been issued whether any acceptable
replacement document has been dated the date of the related Mortgage Loan
funding.

            (e) If, in the process of reviewing the Mortgage Files or at any
time thereafter, the Trustee or any Custodian finds any document or documents
constituting a part of a Mortgage File not to have been properly executed or,
subject to Section 2.01(b), not to have been delivered, to contain information
that does not conform in any material respect with the corresponding information
set forth in the Mortgage Loan Schedule or to be defective on its face (each, a
"Defect" in the related Mortgage File), the Trustee shall promptly so notify the
Depositor, the Servicer, the Special Servicer and the applicable Mortgage Loan
Seller (and in no event later than 90 days after the Closing Date and every 90
days thereafter until November 1, 200_, and annually thereafter), by providing a
written report (the "Trustee Exception Report") setting forth for each affected
Mortgage Loan, with particularity, the nature of such Defect.

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

            (a) The Depositor hereby represents and warrants that:

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

                                      -57-
<PAGE>

      against the Depositor in accordance with the terms of this Agreement,
      except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization or other similar laws affecting the enforcement of
      creditors' rights generally, and by general principles of equity
      (regardless of whether such enforceability is considered in a proceeding
      in equity or at law);

            (iii) The execution and delivery of this Agreement and the
      performance of its obligations hereunder by the Depositor will not
      conflict with any provisions of any law or regulations to which the
      Depositor is subject, or conflict with, result in a breach of or
      constitute a default under any of the terms, conditions or provisions of
      the certificate of incorporation or the by-laws of the Depositor or any
      indenture, agreement or instrument to which the Depositor is a party or by
      which it is bound, or any order or decree applicable to the Depositor, or
      result in the creation or imposition of any lien on any of the Depositor's
      assets or property, which would materially and adversely affect the
      ability of the Depositor to carry out the transactions contemplated by
      this Agreement; the Depositor has obtained any consent, approval,
      authorization or order of any court or governmental agency or body
      required for the execution, delivery and performance by the Depositor of
      this Agreement;

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

            (v) The Depositor is the lawful owner of the Mortgage Loans with the
      full right to transfer the Mortgage Loans to the Trust and the Mortgage
      Loans have been validly transferred to the Trust.

            (b) If any Certificateholder, the Servicer, the Special Servicer or
the Trustee discovers or receives notice of a Defect in any Mortgage File or a
breach of any representation or warranty set forth in, or required to be made
with respect to a Mortgage Loan by a Mortgage Loan Seller pursuant to, the
related Mortgage Loan Purchase Agreement (a "Breach"), which Defect or Breach,
as the case may be, materially and adversely affects the value of any Mortgage
Loan or the interests of the Certificateholders therein, such Certificateholder,
the Servicer, the Special Servicer or the Trustee, as applicable, shall give
prompt written notice of such Defect or Breach, as the case may be, to the
Depositor, the Servicer, the Special Servicer, the Directing Certificateholder
and the related Mortgage Loan Seller and shall request that such Mortgage Loan
Seller, not later than the earlier of 90 days from such Mortgage Loan Seller's
receipt of such notice or such Mortgage Loan Seller's discovery of such Breach,
(i) cure such Defect or Breach, as the case may be, in all material respects,
(ii) repurchase the affected Mortgage Loan at the applicable Purchase Price or
in conformity with the related Mortgage Loan Purchase Agreement or [(iii)
substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan
(provided that in no event shall any such substitution occur later than the
second anniversary of the Closing Date) and pay the Servicer for deposit into
the Certificate Account, any Substitution Shortfall Amount in connection
therewith; provided, however, that if such Breach and Defect is capable of being
cured but not within such 90-day period, and the

                                      -58-
<PAGE>

Mortgage Loan Seller has commenced and is diligently proceeding with the cure of
such Breach or Defect within such 90-day period, the Mortgage Loan Seller shall
have an additional 90 days to complete such cure (or, failing such cure, to
repurchase the related Mortgage Loan or substitute a Qualified Substitute
Mortgage Loan) and provided, further, that with respect to such additional
90-day period the Mortgage Loan Seller shall have delivered an Officer's
Certificate to the Rating Agencies and the Trustee setting forth the reason such
Breach or Defect is not capable of being cured within the initial 90-day period
and what actions the Mortgage Loan Seller is pursuing in connection with the
cure thereof and stating that the Mortgage Loan Seller anticipates that such
Breach or Defect will be cured within the additional 90-day period]. Any Defect
or Breach which causes any Mortgage Loan not to be a "qualified mortgage"
(within the meaning of Section 860G(a)(3) of the Code, without regard to the
rule of Treasury Regulations Section 1.860G-2(f)(2) which causes a defective
Mortgage Loan to be treated as a qualified mortgage) shall be deemed to
materially and adversely affect the interest of Certificateholders therein and
such Mortgage Loan shall be repurchased without regard to the extended cure
period described in the preceding sentence. If the affected Mortgage Loan is to
be repurchased, the Trustee shall designate the Certificate Account as the
account into which funds in the amount of the Purchase Price are to be deposited
by wire transfer in the Certificate Account.

            (c) In connection with any repurchase of a Mortgage Loan
contemplated by this Section 2.03, the Trustee, the Servicer and the Special
Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery
to each of the Trustee, the Servicer and the Special Servicer of a trust receipt
executed by such Mortgage Loan Seller, all portions of the Mortgage File and
other documents pertaining to such Mortgage Loan possessed by it, and each
document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed or assigned, as the case may be, to
such Mortgage Loan Seller in the same manner as provided in Section 3 of the
related Mortgage Loan Purchase Agreement.

            (d) Section 3 of each Mortgage Loan Purchase Agreement provides the
sole remedy available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Defect in a Mortgage File or any Breach of
any representation or warranty set forth in or required to be made pursuant to
Section 2 of such Mortgage Loan Purchase Agreement.

            (e) The Trustee and the Special Servicer (in the case of Specially
Serviced Mortgage Loans) shall, for the benefit of the Certificateholders and
the Trustee (as holder of the Uncertificated Lower-Tier Interests), enforce the
obligations of each Mortgage Loan Seller under Section 3 of the Mortgage Loan
Purchase Agreements. 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 the Trustee or the Special Servicer, as the case may be, would
require were it, in its individual capacity, the owner of the affected Mortgage
Loan(s). The Trustee and the Special Servicer, as the case may be, shall be
reimbursed for the reasonable costs of such enforcement: first, from a specific
recovery of costs, expenses or attorneys' fees against the applicable Mortgage
Loan Seller; second, pursuant to Section 3.05(a)(vii) 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)(viii) out of general collections
on the Mortgage Loans on deposit in the Certificate Account.

                                      -59-
<PAGE>

            Section 2.04 Execution of Certificates.

            The Trustee hereby acknowledges the assignment to it of the Mortgage
Loans and, subject to Sections 2.01 and 2.02, the delivery to it or a Custodian
on its behalf of the Mortgage Files and a fully executed original counterpart of
each Mortgage Loan Purchase Agreement, together with the assignment to it of all
other assets included in the Trust Fund. Concurrently with such assignment and
delivery and in exchange therefor, the Trustee (i) acknowledges the issuance of
the Uncertificated Lower-Tier Interests to the Depositor and (ii) acknowledges
the authentication and delivery of the Class [LR] Certificates to or upon the
order of the Depositor, in exchange for the Mortgage Loans [(other than Excess
Interest)], receipt of which is hereby acknowledged, and immediately thereafter,
the Trustee acknowledges that it has executed and caused the Authenticating
Agent to authenticate and to deliver to or upon the order of the Depositor, in
exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates
[(other than the Class A-3FL Certificates)] and the Class [R] Certificates [and
the Class A-3FL Regular Interest], and the Depositor hereby acknowledges the
receipt by it or its designees, of such Certificates in authorized Denominations
[and the Class A-3FL Regular Interest] evidencing the entire beneficial
ownership of the Upper-Tier REMIC. [The Trustee acknowledges that, concurrently
with the assignment to the Trustee of the Class A-3FL Regular Interest, and in
exchange therefor, the Trustee has executed and has caused the Authenticating
Agent to deliver, to or upon the order of the Depositor, the Class A-3FL
Certificates.]

                               [End of Article II]

                                      -60-
<PAGE>

                                  ARTICLE III

                               ADMINISTRATION AND
                           SERVICING OF THE TRUST FUND

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

            (a) Each of the Servicer and the Special Servicer shall diligently
service and administer the Mortgage Loans it is obligated to service pursuant to
this Agreement on behalf of the Trust and in the best interests of and for the
benefit of the Certificateholders and the Trustee (as holder of the
Uncertificated Lower-Tier Interests [and the Class A-3FL Regular Interest])
determined by the Servicer or the Special Servicer, as the case may be, in its
good faith and reasonable judgment) in accordance with applicable law, the terms
of this Agreement and the terms of the respective Mortgage Loans and, to the
extent consistent with the foregoing, in accordance with the higher of the
following standards of care: (1) in the same manner in which, and with the same
care, skill, prudence and diligence with which the Servicer or Special Servicer,
as the case may be, services and administers similar mortgage loans for other
third-party portfolios, giving due consideration to the customary and usual
standards of practice of prudent institutional commercial and multifamily
mortgage lenders servicing their own mortgage loans and (2) the same care,
skill, prudence and diligence with which the Servicer or the Special Servicer,
as the case may be, services and administers similar mortgage loans owned by the
Servicer or the Special Servicer, as the case may be, if applicable, in either
case exercising reasonable business judgment and acting in accordance with
applicable law, the terms of this Agreement, the respective Mortgage Loans or
Specially Serviced Mortgage Loans, as applicable, and with a view to the
maximization of timely recovery of principal and interest on a net present value
basis on the Mortgage Loans or Specially Serviced Mortgage Loans, as applicable,
and the best interests of the Trust and the Certificateholders, as determined by
the Servicer or the Special Servicer, as the case may be, in its reasonable
judgment, but without regard to: (i) any relationship that the Servicer, the
Special Servicer or any Affiliate thereof may have with any Mortgagor, any
Mortgage Loan Seller, or any other party to this Agreement; (ii) the ownership
of any Certificate by the Servicer, the Special Servicer or any Affiliate
thereof; (iii) the Servicer's or Special Servicer's, as applicable, obligation
to make Advances; (iv) the Servicer's or Special Servicer's, as the case may be,
right to receive compensation for its services and reimbursement for its costs
hereunder or with respect to any particular transaction and (v) the ownership,
servicing or management for others of any other mortgage loans or mortgaged
properties (the foregoing, collectively referred to as the "Servicing
Standards"). Without limiting the foregoing, subject to Section 3.21, the
Special Servicer shall be obligated to service and administer (i) any Mortgage
Loans as to which a Servicing Transfer Event has occurred and is continuing (the
"Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, that
the Servicer shall continue to receive payments and make all calculations, and
prepare, or cause to be prepared, all reports to the Certificateholders,
required hereunder with respect to the Specially Serviced Mortgage Loans, except
for the reports specified herein as prepared by the Special Servicer, as if no
Servicing Transfer Event had occurred and with respect to the REO Properties
(and the related REO Loans) as if no REO Acquisition had occurred, and to render
such incidental services with

                                      -61-
<PAGE>

respect to such Specially Serviced Mortgage Loans and REO Properties as are
specifically provided for herein; provided, further, however, that the Servicer
shall not be liable for failure to comply with such duties insofar as such
failure results from a failure of the Special Servicer to provide sufficient
information to the Servicer to comply with such duties or failure by the Special
Servicer to otherwise comply with its obligations hereunder. Each Mortgage Loan
that becomes a Specially Serviced Mortgage Loan shall continue as such until
satisfaction of the conditions specified in Section 3.21(a). Without limiting
the foregoing, subject to Section 3.21, the Servicer shall be obligated to
service and administer all Mortgage Loans which are not Specially Serviced
Mortgage Loans; provided, that the Special Servicer shall make the inspections,
use its reasonable best efforts to collect the statements and shall prepare the
reports in respect of the related Mortgaged Properties with respect to Specially
Serviced Mortgage Loans in accordance with Section 3.12.

            (b) Subject only to the Servicing Standards and the terms of this
Agreement and of the respective Mortgage Loans and applicable law, the Servicer
and the Special Servicer each shall have full power and authority, acting alone,
to do or cause to be done any and all things in connection with such servicing
and administration which it may deem necessary or desirable. Without limiting
the generality of the foregoing, each of the Servicer and the Special Servicer,
in its own name, is hereby authorized and empowered by the Trustee and obligated
to execute and deliver, on behalf of the Certificateholders and the Trustee or
any of them, with respect to each Mortgage Loan it is obligated to service under
this Agreement (i) 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; (ii) 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 (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments. Subject to Section 3.10, the
Trustee shall furnish, or cause to be furnished, to the Servicer or the Special
Servicer any powers of attorney and other documents necessary or appropriate to
enable the Servicer or the Special Servicer, as the case may be, to carry out
its servicing and administrative duties hereunder; provided, however, that the
Trustee shall not be held liable for any negligence with respect to, or misuse
of, any such power of attorney by the Servicer or the Special Servicer.

            (c) To the extent the Servicer is permitted pursuant to the terms of
the related Mortgage Loan documents to exercise its discretion with respect to
any action which requires a confirmation of the Rating Agencies that such action
will not result in the downgrade, withdrawal or qualification of the ratings of
any Class of Certificates, the Servicer shall require the costs of such written
confirmation to be borne by the related Mortgagor. To the extent the terms of
the related Mortgage Loan documents require the Mortgagor to bear the costs of
any confirmation of the Rating Agencies that an action will not result in the
downgrade, withdrawal or qualification of the ratings of any Class of
Certificates, the Servicer shall not waive the requirement that such costs and
expenses be borne by the related Mortgagor.

            (d) The relationship of each of the Servicer and the Special
Servicer to the Trustee under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venturer, partner or
agent.

                                      -62-
<PAGE>

            (e) The Servicer (or the Special Servicer with respect to Escrow
Payments held by the Special Servicer, if any) shall, to the extent permitted by
the related Mortgage Loan documents and consistent with the Servicing Standards,
permit Escrow Payments to be invested only in Permitted Investments.

            Section 3.02 Collection of Mortgage Loan Payments.

            (a) Each of the Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans it is obligated to service hereunder, and shall
follow such collection procedures as are consistent with this Agreement
(including, without limitation, the Servicing Standards)[, provided, that with
respect to the Mortgage Loans that have Anticipated Prepayment Dates, so long as
the related Mortgagor is in compliance with each provision of the related
Mortgage Loan documents, the Servicer and Special Servicer (including the
Special Servicer and in its capacity as a Certificateholder), shall not take any
enforcement action with respect to the failure of the related Mortgagor to make
any payment of Excess Interest, other than requests for collection, until the
maturity date of the related Mortgage Loan or the outstanding principal balance
of such Mortgage Loan has been paid in full; provided, that the Servicer or
Special Servicer, as the case may be, may take action to enforce the Trust
Fund's right to apply excess cash flow to principal in accordance with the terms
of the Loan Documents.] Consistent with the foregoing, the Servicer or the
Special Servicer each may in its discretion waive any Penalty Charge in
connection with any delinquent payment on a Mortgage Loan it is obligated to
service hereunder.

            (b) All amounts collected on any Mortgage Loan in the form of
payments from Mortgagors, Insurance and Condemnation Proceeds or Liquidation
Proceeds with respect to any Mortgage Loan shall be applied to amounts due and
owing under the related Mortgage Note and Mortgage (including, without
limitation, for principal and accrued and unpaid interest) in accordance with
the express provisions of the related Mortgage Note and Mortgage and, in the
absence of such express provisions, shall be applied (after reimbursement to the
Servicer, the Trustee and/or the Fiscal Agent for any related Servicing Advances
and interest thereon as provided herein): first, as a recovery of accrued and
unpaid interest on such Mortgage Loan at the related Mortgage Rate 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 Mortgage Loan then due and
third, in accordance with the Servicing Standards, as a recovery of any other
amounts due and owing on such Mortgage Loan, including, without limitation,
Prepayment Premiums, Yield Maintenance Charges, Penalty Charges [and Excess
Interest] and fourth, as a recovery of principal of such Mortgage Loan to the
extent of its entire unpaid principal balance. To the extent that such amounts
are paid by a party other than a Mortgagor, such amounts shall be deemed to have
been paid in respect of a purchase of all or part of the Mortgaged Property (in
the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and
then paid by the Mortgagor under the Mortgage Loan in accordance with the
preceding sentence. Amounts collected on any REO Loan shall be deemed to be
applied in accordance with the definition thereof.

            (c) To the extent consistent with the terms of the Mortgage Loans
and applicable law, the Servicer shall apply all Insurance and Condemnation
Proceeds it receives on a day other than the Due Date to amounts due and owing
under the related Mortgage Loan as if
                                      -63-
<PAGE>

such Insurance and Condemnation Proceeds were received on the Due Date
immediately succeeding the month in which such Insurance and Condemnation
Proceeds were received.

            (d) [In the event that the Servicer or Special Servicer receives
Excess Interest in any Due Period, or receives notice from the related Mortgagor
that the Servicer or Special Servicer will be receiving Excess Interest in any
Due Period, the Servicer or Special Servicer, as applicable, will promptly
notify the Paying Agent. Subject to the provisions of Section 3.02(a) hereof,
neither the Servicer nor the Special Servicer shall be responsible for any such
Excess Interest not collected after notice from the related Mortgagor.]

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

            (a) The Servicer shall establish and maintain one or more accounts
(the "Servicing Accounts"), into which all Escrow Payments shall be deposited
and retained, and shall administer such Servicing Accounts in accordance with
the Mortgage Loan documents. Amounts on deposit in Servicing Accounts may only
be invested in accordance with the terms of the related Mortgage Loan documents
or in Permitted Investments. Servicing Accounts shall be Eligible Accounts.
Withdrawals of amounts so deposited from a Servicing Account may be made only
to: (i) effect payment of items for which Escrow Payments were collected and
comparable items; (ii) reimburse the Servicer, the Trustee or the Fiscal Agent
for any Servicing Advances; (iii) refund to Mortgagors any sums as may be
determined to be overages; (iv) pay interest to Mortgagors on balances in the
Servicing Account, if required by applicable law or the terms of the related
Mortgage Loan and as described below or, if not so required, to the Servicer;
(v) withdraw amounts deposited in error or (vi) clear and terminate the
Servicing Account at the termination of this Agreement in accordance with
Section 9.01. As part of its servicing duties, the Servicer shall pay or cause
to be paid to the Mortgagors interest on funds in Servicing Accounts, to the
extent required by law or the terms of the related Mortgage Loan.

            (b) The Special Servicer, in the case of REO Loans, and the
Servicer, in the case of all other Mortgage Loans, shall maintain accurate
records with respect to each related Mortgaged Property reflecting the status of
real estate taxes, assessments and other similar items that are or may become a
lien thereon and the status of insurance premiums and any ground rents payable
in respect thereof. The Special Servicer, in the case of REO Loans, and the
Servicer, in the case of all other Mortgage Loans, shall use reasonable efforts
consistent with the Servicing Standard to obtain, from time to time, all bills
for the payment of such items (including renewal premiums) and shall effect
payment thereof from the REO Account or by the Servicer as Servicing Advances
prior to the applicable penalty or termination date and, in any event, prior to
the institution of foreclosure or similar proceedings with respect to the
related Mortgaged Property for nonpayment of such items, employing for such
purpose Escrow Payments (which shall be so applied by the Servicer at the
written direction of the Special Servicer in the case of REO Loans) as allowed
under the terms of the related Mortgage Loan. The Servicer or, with respect to
any Mortgage Loan that is a Specially Serviced Mortgage Loan, the Special
Servicer shall service and administer any reserve accounts (including
monitoring, maintaining or changing the amounts of required escrows) in
accordance with the terms of such Mortgage Loan and the Servicing Standards. To
the extent that a Mortgage Loan does not require a Mortgagor to escrow for the
payment of real estate taxes, assessments, insurance premiums, ground rents (if

                                      -64-
<PAGE>

applicable) and similar items, the Special Servicer, in the case of REO Loans,
and the Servicer, in the case of all other Mortgage Loans, shall use reasonable
efforts consistent with the Servicing Standard to enforce the requirement of the
related Mortgage that the Mortgagor make payments in respect of such items at
the time they first become due and, in any event, prior to the institution of
foreclosure or similar proceedings with respect to the related Mortgaged
Property for nonpayment of such items.

            (c) In accordance with the Servicing Standards and for all Mortgage
Loans, the Servicer shall advance with respect to each related Mortgaged
Property (including any REO Property) all such funds as are necessary for the
purpose of effecting the payment of (i) real estate taxes, assessments and other
similar items that are or may become a lien thereon, (ii) ground rents (if
applicable) and (iii) premiums on Insurance Policies, in each instance if and to
the extent Escrow Payments collected from the related Mortgagor are insufficient
to pay such item when due and the related Mortgagor has failed to pay such item
on a timely basis, and provided, however, that the particular advance would not,
if made, constitute a Nonrecoverable Servicing Advance and provided, further,
however, that with respect to the payment of taxes and assessments, the Servicer
shall not be required to make such advance until the earlier of five Business
Days after the Servicer has received confirmation that such item has not been
paid or the date prior to the date after which any penalty or interest would
accrue in respect of such taxes or assessments. The Special Servicer shall give
the Servicer, the Trustee and the Fiscal Agent not less than five Business Days'
notice before the date on which the Servicer is requested to make any Servicing
Advance with respect to a given Mortgage Loan or 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 (which
may include, without limitation, Servicing Advances required to make tax or
insurance payments). In addition, the Special Servicer shall provide the
Servicer, the Trustee and the Fiscal Agent with such information in its
possession as the Servicer, the Trustee or the Fiscal Agent, as applicable, may
reasonably request to enable the Servicer, the Trustee or the Fiscal Agent, as
applicable, to determine whether a requested Servicing Advance would constitute
a Nonrecoverable Advance. All such advances shall be reimbursable in the first
instance from related collections from the Mortgagors and further as provided in
Section 3.05. No costs incurred by the Servicer or the 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
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The failure by the Servicer to make any required Servicing Advance as and when
due shall constitute an Event of Default under Section 7.01(a)(i) and, to the
extent the Trustee has knowledge that such Servicing Advance is necessary, the
Trustee shall make such Servicing Advance pursuant to Section 7.05. If the
Trustee fails to make such Servicing Advance, to the extent the Fiscal Agent has
knowledge that such Servicing Advance is necessary, the Fiscal Agent shall make
such Servicing Advance pursuant to Section 7.05.

            (d) No more frequently than once per calendar month, the Special
Servicer may require the Servicer, and the Servicer shall be obligated, out of
the Servicer's own funds, to reimburse the Special Servicer for any Servicing
Advances (other than Nonrecoverable Servicing Advances) made by but not
previously reimbursed to the Special Servicer, together with interest thereon at
the Reimbursement Rate from the date made to, but not including, the date of

                                      -65-
<PAGE>

reimbursement. Such reimbursement and any accompanying payment of interest shall
be made within ten days of the request therefor by wire transfer of immediately
available funds to an account designated by the Special Servicer. Upon the
Servicer's reimbursement to the Special Servicer of any Servicing Advance and
payment to the Special Servicer of interest thereon, all in accordance with this
Section 3.03(d), the Servicer shall for all purposes of this Agreement be deemed
to have made such Servicing Advance at the same time as the Special Servicer
actually made such Servicing Advance, and accordingly, the Servicer shall be
entitled to reimbursement for such Servicing Advance, together with interest
thereon in accordance with Section 3.03(e) below at the same time, in the same
manner and to the same extent as the Servicer would otherwise have been entitled
if it had actually made such Servicing Advance at the time the Special Servicer
did.

            Notwithstanding anything to the contrary contained in any other
Section of this Agreement, if the Special Servicer is required under this
Agreement (but subject to the following paragraph) to make any Servicing Advance
but does not desire to do so, the Special Servicer may, in its sole discretion,
request that the Servicer make such Servicing Advance. Any such request shall be
made, in writing, in a timely manner that does not adversely affect the
interests of any Certificateholder (and, in any event, to the extent reasonably
practicable, at least five Business Days in advance of the date on which the
subject Servicing Advance is to be made) and shall be accompanied by such
information and documentation regarding the subject Servicing Advance as the
Servicer may reasonably request; provided, however, that the Special Servicer
shall not be entitled to make such a request (other than for emergency advances)
more frequently than once per calendar month (although such request may relate
to more than one Servicing Advance). The Servicer shall have the obligation to
make any such Servicing Advance (other than a Nonrecoverable Servicing Advance)
that it is so requested by the Special Servicer to make, within five Business
Days of the Servicer's receipt of such request. If the request is timely and
properly made, the Special Servicer shall be relieved of any obligations with
respect to a Servicing Advance that it so requests Servicer to make (regardless
of whether or not the Servicer shall make such Servicing Advance). The Servicer
shall be entitled to reimbursement for any Servicing Advance made by it at the
direction of the Special Servicer, together with interest thereon in accordance
with Section 3.03(e) below at the same time, in the same manner and to the same
extent as the Servicer is entitled with respect to any other Servicing Advances
made thereby.

            Notwithstanding the foregoing provisions of this Section 3.03(d),
the Servicer shall not be required to reimburse the Special Servicer for, or to
make at the direction of the Special Servicer, any Servicing Advance if the
Servicer determines in its reasonable, good faith judgment that such Servicing
Advance, although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is in fact an Nonrecoverable Servicing Advance. The Servicer
shall notify the Special Servicer in writing of such determination and, if
applicable, such Nonrecoverable Servicing Advance shall be reimbursed to the
Special Servicer pursuant to Section 3.03(e) below.

            (e) In connection with its recovery of any Servicing Advance out of
the Certificate Account pursuant to Section 3.05(a), each of the Servicer, the
Trustee and the Fiscal Agent, as the case may be, shall be entitled to receive,
out of any amounts then on deposit in the Certificate Account, interest at the
Reimbursement Rate in effect from time to time, accrued on

                                      -66-
<PAGE>

the amount of such Servicing Advance from the date made to, but not including,
the date of reimbursement. The Servicer shall reimburse itself, the Trustee or
the Fiscal Agent, as the case may be, for any outstanding Servicing Advance as
soon as practically possible after funds available for such purpose are
deposited in the Certificate Account.

            (f) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Mortgage Loan, the
Servicer shall request from the Mortgagor written confirmation thereof within a
reasonable time after the later of the Closing Date and the date as of which
such plan is required to be established or completed. To the extent any repairs,
capital improvements, actions or remediations are required to have been taken or
completed pursuant to the terms of the Mortgage Loan, the Servicer shall request
from the Mortgagor 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 Mortgagor shall fail to promptly respond to any
inquiry described in this Section 3.03(e), the Servicer shall, in accordance
with the Servicing Standards, determine whether the related Mortgagor has failed
to perform its obligations under the related Mortgage Loan and report any such
failure to the Special Servicer within a reasonable time after the later of
________, 200_ and the date as of which such actions or remediations are
required to be or to have been taken or completed.

            Section 3.04  The Certificate Account, the Lower-Tier and Upper-Tier
                          Distribution Accounts [and the Excess Interest
                          Distribution Account] [and the Class A-3FL Floating
                          Rate Account].

            (a) The Servicer shall establish and maintain, or cause to be
established and maintained, a Certificate Account in which the Servicer shall
deposit or cause to be deposited on a daily basis (and in no event later than
the Business Day following receipt of available funds), except as otherwise
specifically provided herein, the following payments and collections received or
made by or on behalf of it subsequent to the Cut-off Date (other than in respect
of principal and interest on the Mortgage Loans due and payable on or before the
Cut-off Date, which payments shall be delivered promptly to the appropriate
Mortgage Loan Seller or its designee and other than any amounts received from
Mortgagors which are received in connection with the purchase of defeasance
collateral), or payments (other than Principal Prepayments) received by it on or
prior to the Cut-off Date but allocable to a period subsequent thereto:

            (i) all payments on account of principal, including Principal
      Prepayments, on the Mortgage Loans;

            (ii) all payments on account of interest (including, without
      limitation, Default Interest) on the Mortgage Loans (net of the Servicing
      Fees), including [Excess Interest,] Penalty Charges, Prepayment Premiums
      and Yield Maintenance Charges;

            (iii) all Insurance and Condemnation Proceeds and Liquidation
      Proceeds received in respect of any Mortgage Loan or REO Property (other
      than Liquidation Proceeds that are received in connection with the
      purchase by the Servicer, the Special Servicer, the Holders of the
      Controlling Class, or the Holders of the Class [LR]

                                      -67-
<PAGE>

      Certificates of all the Mortgage Loans and any REO Properties in the Trust
      Fund and that are to be deposited in the Lower-Tier Distribution Account
      pursuant to Section 9.01);

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

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

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

            The foregoing requirements for deposit in the Certificate Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, actual payments from Mortgagors in the nature of
Escrow Payments, charges for beneficiary statements or demands, assumption fees,
modification fees, extension fees or amounts collected for Mortgagor checks
returned for insufficient funds need not be deposited by the Servicer in the
Certificate Account. If the Servicer shall deposit in the Certificate Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Certificate Account, any provision herein to the contrary
notwithstanding. Assumption, extension and modification fees actually received
from Mortgagors on Mortgage Loans or Specially Serviced Mortgage Loans shall be
promptly delivered to the Special Servicer as additional servicing compensation,
but only to the extent the payment of such fees are in accordance with the
second paragraph of Section 3.11(b) and any other terms hereof.

            Upon receipt of any of the foregoing amounts in clauses (i)-(iii)
above with respect to any Specially Serviced Mortgage Loans, the Special
Servicer shall remit within 1 Business Day such amounts to the Servicer for
deposit into the Certificate Account in accordance with the second preceding
paragraph. Any such amounts received by the Special Servicer with respect to an
REO Property shall be deposited by the Special Servicer into the REO Account and
remitted to the Servicer for deposit into the Certificate Account pursuant to
Section 3.16(c). With respect to any such amounts paid by check to the order of
the Special Servicer, the Special Servicer shall endorse without recourse or
warranty such check to the order of the Servicer and shall promptly deliver any
such check to the Servicer by overnight courier.

            Funds in the Certificate Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. The Servicer
shall give notice to the Trustee, the Special Servicer and the Depositor of the
location of the Certificate Account as of the Closing Date and of the new
location of the Certificate Account prior to any change thereof.

            (b) The Paying Agent, on behalf of the Trustee for the benefit of
the Certificateholders and the Trustee (as holder of the Uncertificated
Lower-Tier Interests), shall establish and maintain the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the [Excess Interest Distribution
Account] [, the Class A-3FL Floating Rate Account] and [the Interest Reserve
Account] in trust for the benefit of the Certificateholders and the

                                      -68-
<PAGE>

Trustee (as holder of the Uncertificated Lower-Tier Interests). The Trustee
hereby authorizes the Paying Agent to make deposits in and withdrawals from the
Distribution Accounts in accordance with the terms of this Agreement. The
Servicer shall deliver to the Paying Agent each month on or before the P&I
Advance Date therein, for deposit in the Lower-Tier Distribution Account, that
portion of the Available Distribution Amount (calculated without regard to
clause (a)(iv), (a)(v), (a)(viii) and (c) and (d) of the definition thereof) for
the related Distribution Date then on deposit in the Certificate Account.

            The Lower-Tier Distribution Account, the Upper-Tier Distribution
Account, the [Excess Interest Distribution Account] [, the Class A-3FL Floating
Rate Account] and the [Interest Reserve Account] shall be maintained as
segregated accounts separate from other accounts.

            In addition to the amounts required to be deposited in the
Lower-Tier Distribution Account pursuant to the second preceding paragraph, the
Servicer shall, as and when required hereunder, deliver to the Paying Agent for
deposit in the Lower-Tier Distribution Account:

            (i) any amounts required to be deposited by the Servicer pursuant to
       Section 3.06 in connection with losses incurred with respect to Permitted
       Investments of funds held in the Lower-Tier Distribution Account;

            (ii) any P&I Advances required to be made by the Servicer in
      accordance with Section 4.03;

            (iii) any Liquidation Proceeds paid by the Servicer, the Special
      Servicer, the Holders of the Controlling Class, the Holders of the Class
      [LR] Certificates or the Depositor in connection with the purchase of all
      of the Mortgage Loans and any REO Properties in the Trust Fund pursuant to
      Section 9.01 (exclusive of that portion thereof required to be deposited
      in the Certificate Account pursuant to Section 9.01);

            (iv) any Yield Maintenance Charges or Prepayment Premiums; and

            (v) any other amounts required to be so delivered for deposit in the
      Lower-Tier Distribution Account pursuant to any provision of this
      Agreement.

            If, as of 4:00 p.m., New York City time, on any P&I Advance Date or
on such other date as any amount referred to in the foregoing clauses (i)
through (v) are required to be delivered hereunder, the Servicer shall not have
delivered to the Paying Agent for deposit in the Lower-Tier Distribution Account
[and the Excess Interest Distribution Account] the amounts required to be
deposited therein pursuant to the provisions of this Agreement, the Servicer
shall pay the Paying Agent interest on such late payment at the Prime Rate from
the time such payment was required to be made (without regards to any grace
period) until such late payment is received by the Paying Agent.

            The Paying Agent shall, upon receipt, deposit in the Lower-Tier
Distribution Account any and all amounts received by the Paying Agent that are
required by the terms of this Agreement to be deposited therein. In the event
the Trustee receives any amounts required to be remitted to the Paying Agent or
the Lower-Tier Distribution Account pursuant to the terms

                                      -69-
<PAGE>

hereof, the Trustee shall remit such amounts as soon as possible, but in no
event later than 1 Business Day following receipt. The Trustee shall remit to
the Paying Agent for deposit in the Lower-Tier Distribution Account any P&I
Advances required to be made by it or the Fiscal Agent, as the case may be, in
accordance with Section 7.05.

            Promptly on each Distribution Date, the Paying Agent shall withdraw
from the Lower-Tier Distribution Account and deposit in the Upper-Tier
Distribution Account an aggregate amount of immediately available funds equal to
the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and
Yield Maintenance Charges for such Distribution Date allocated in payment of the
Uncertificated Lower-Tier Interests as specified in Sections 4.01(b) and
4.01(d), respectively.

            Pursuant to Section 3.06, the Servicer shall deliver to the Paying
Agent for deposit in the Upper-Tier Distribution Account any amounts required to
be deposited therein in connection with losses incurred with respect to
Permitted Investments of funds held in the Upper-Tier Distribution Account.

            Funds on deposit in the Upper-Tier Distribution Account, the
Lower-Tier Distribution Account [, the Class A-3FL Floating Rate Account,]
and/or the Certificate Account may only be invested in Permitted Investments in
accordance with the provisions of Section 3.06. As of the Closing Date, the
Certificate Account shall be located at the offices of the Servicer. The
Servicer shall give notice to the Trustee, the Paying Agent, the Special
Servicer and the Depositor of the location of the Certificate Account and of any
new location of the Certificate Account prior to any change thereof. As of the
Closing Date, [the Excess Interest Distribution Account,] [, the Class A-3FL
Floating Rate Account,] the [Interest Reserve Account,] the Upper-Tier
Distribution Account and the Lower-Tier Distribution Account shall be located at
the offices of the Paying Agent. The Paying Agent shall give notice to the
Trustee, the Servicer and the Depositor of the new location of any of the
Distribution Accounts prior to any change thereof.

            (c) [Prior to any Collection Period during which Excess Interest is
received, and upon notification from the Servicer or Special Servicer pursuant
to Section 3.02(d), the Paying Agent, on behalf of the Certificateholders, shall
establish and maintain the Excess Interest Distribution Account in the name of
the Paying Agent in trust for the benefit of the Class S Certificateholders. The
Excess Interest Distribution Account shall be established and maintained as an
Eligible Account. Prior to the applicable Distribution Date, the Servicer shall
remit to the Paying Agent for deposit in the Excess Interest Distribution
Account an amount equal to the Excess Interest received during the applicable
Collection Period.

            Following the distribution of Excess Interest to Class S
Certificateholders on the first Distribution Date after which there are no
longer any Mortgage Loans outstanding which pursuant to their terms could pay
Excess Interest, the Paying Agent shall terminate the Excess Interest
Distribution Account.]

            (d) [On or before the Closing Date, the Trustee shall establish and
maintain the Class A-3FL Floating Rate Account in trust for the benefit of the
Class A-3FL Certificateholders and the Class A-3FL Swap Counterparty. The Class
A-3FL Floating Rate

                                      -70-
<PAGE>

Account shall (i) at all times be an Eligible Account and (ii) relate solely to
the Class A-3FL Certificates and amounts payable in respect of the Class A-3FL
Swap Contract.

            The Trustee shall deposit into the Class A-3FL Floating Rate Account
all amounts received in respect of distributions on the Class A-3FL Regular
Interest as specified in Section 3.05(c), and shall immediately deposit into the
Class A-3FL Floating Rate Account all amounts received under the Class A-3FL
Swap Contract.]

            Section 3.05 Permitted Withdrawals From the Certificate Account and
the Distribution Accounts.

            (a) The Servicer may, from time to time, make withdrawals from the
Certificate Account for any of the following purposes:

            (i) to remit to the Paying Agent for deposit in the Lower-Tier
      Distribution Account [and the Excess Interest Distribution Account] the
      amounts required to be remitted pursuant to the first paragraph of Section
      3.04(b) [and Section 3.04(c)] or that may be applied to make P&I Advances
      pursuant to Section 4.03(a);

            (ii) to pay (A) itself unpaid Servicing Fees and the Special
      Servicer unpaid Special Servicing Fees, Liquidation Fees and Workout Fees
      in respect of each Mortgage Loan, Specially Serviced Mortgage Loan and REO
      Loan, as applicable, the Servicer's or Special Servicer's, as applicable,
      rights to payment of Servicing Fees and Special Servicing Fees pursuant to
      this clause (ii)(A) with respect to any Mortgage Loan, Specially Serviced
      Mortgage Loan or REO Loan, as applicable, being limited to amounts
      received on or in respect of such Mortgage Loan (whether in the form of
      payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or
      such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds
      or Insurance and Condemnation Proceeds) that are allocable as a recovery
      of interest thereon and (B) to pay the Special Servicer any unpaid Special
      Servicing Fees in respect of each Specially Serviced Loan or REO Loan, as
      applicable, remaining unpaid out of general collections on the Mortgage
      Loans and REO Properties;

            (iii) to reimburse itself, the Trustee or the Fiscal Agent, as
      applicable (in reverse of such order with respect to any Mortgage Loan),
      for unreimbursed P&I Advances, the Servicer's, the Trustee's or the Fiscal
      Agent's right to reimburse itself pursuant to this clause (iii) being
      limited to amounts received which represent Late Collections of interest
      (net of the related Servicing Fees) on and principal of the particular
      Mortgage Loans and REO Loans with respect to which such P&I Advances were
      made;

            (iv) to reimburse itself, the Trustee or the Fiscal Agent, as
      applicable (in reverse of such order with respect to any Mortgage Loan or
      REO Property), for unreimbursed Servicing Advances, the Servicer's, the
      Trustee's or the Fiscal Agent's respective rights to receive payment
      pursuant to this clause (iv) with respect to any Mortgage Loan or REO
      Property being limited to, as applicable, related payments, Liquidation
      Proceeds, Insurance and Condemnation Proceeds and REO Revenues;

                                      -71-
<PAGE>

            (v) to reimburse itself, the Trustee or the Fiscal Agent, as
      applicable (in reverse of such order with respect to any Mortgage Loan or
      REO Property), for Nonrecoverable Advances out of general collections on
      the Mortgage Loans and REO Properties (to be allocated between the Loan
      Groups as set forth in the last paragraph of this Section 3.05(a)) or to
      pay itself, with respect to any Mortgage Loan or REO Property any related
      earned Servicing Fee that remained unpaid in accordance with clause (ii)
      above following a Final Recovery Determination made with respect to such
      Mortgage Loan or REO Property and the deposit into the Certificate Account
      of all amounts received in connection therewith;

            (vi) at such time as it reimburses itself, the Trustee or the Fiscal
      Agent, as applicable (in reverse of such order with respect to any
      Mortgage Loan or REO Property), for (a) any unreimbursed P&I Advance
      pursuant to clause (iii) above, to pay itself, the Trustee or the Fiscal
      Agent, as applicable, any interest accrued and payable thereon in
      accordance with Sections 4.03(d) and 3.11(c), (b) any unreimbursed
      Servicing Advances pursuant to clause (iv) above, to pay itself, the
      Trustee or the Fiscal Agent, as the case may be, any interest accrued and
      payable thereon in accordance with Sections 3.03(e) and 3.11(c) or (c) any
      Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the
      Trustee or the Fiscal Agent, as the case may be, any interest accrued and
      payable thereon;

            (vii) to reimburse itself, the Special Servicer, the Depositor or
      the Trustee, as the case may be, for any unreimbursed expenses reasonably
      incurred by such Person in respect of any Breach or Defect giving rise to
      a repurchase obligation of any Mortgage Loan Seller under Section 3 of the
      related Mortgage Loan Purchase Agreement, including, without limitation,
      any expenses arising out of the enforcement of the repurchase obligation,
      each such Person's right to reimbursement pursuant to this clause (vii)
      with respect to any Mortgage Loan being limited to that portion of the
      Purchase Price paid for such Mortgage Loan that represents such expense in
      accordance with clause (iv) of the definition of Purchase Price;

            (viii) in accordance with Section 2.03(e), to reimburse itself or
      the Trustee, as the case may be, out of general collections on the
      Mortgage Loans and REO Properties for any unreimbursed expense reasonably
      incurred by such Person in connection with the enforcement of any Mortgage
      Loan Seller's obligations under Section 3 of the applicable Mortgage Loan
      Purchase Agreement, but only to the extent that such expenses are not
      reimbursable pursuant to clause (vii) above or otherwise;

            (ix) to pay for costs and expenses incurred by the Trust Fund
      pursuant to Section 3.09(c) out of general collections on the Mortgage
      Loans and REO Properties;

            (x) to pay itself, as additional servicing compensation in
      accordance with Section 3.11(a), (a) (A) interest and investment income
      earned in respect of amounts relating to the Trust Fund held in the
      Certificate Account as provided in Section 3.06(b) (but only to the extent
      of the Net Investment Earnings with respect to the Certificate Account for
      any period from any Distribution Date to the immediately succeeding P&I
      Advance Date) and (B) Penalty Charges on Mortgage Loans (other than
      Specially

                                      -72-
<PAGE>

      Serviced Mortgage Loans), but only to the extent collected from the
      related Mortgagor and to the extent that all amounts then due and payable
      with respect to the related Mortgage Loan have been paid and are not
      needed to pay interest on Advances or costs and expenses incurred by the
      Trust Fund in accordance with Section 3.11(c); and (b) to pay the Special
      Servicer, as additional servicing compensation in accordance with the
      second paragraph of Section 3.11(b), Penalty Charges on Specially Serviced
      Mortgage Loans (but only to the extent collected from the related
      Mortgagor and to the extent that all amounts then due and payable with
      respect to the related Specially Serviced Mortgage Loan have been paid and
      are not needed to pay interest on Advances or costs and expenses incurred
      by the Trust Fund in accordance with Section 3.11(c));

            (xi) to recoup any amounts deposited in the Certificate Account in
      error;

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

            (xiii) to pay for (a) the cost of the Opinions of Counsel
      contemplated by Sections 3.09(b), 3.16(a), 3.17(b), 3.20(a) and 10.01(g)
      to the extent payable out of the Trust Fund, (b) the cost of any Opinion
      of Counsel contemplated by Sections 11.01(a) or 11.01(c) in connection
      with an amendment to this Agreement requested by the Trustee or the
      Servicer, which amendment is in furtherance of the rights and interests of
      Certificateholders and (c) the cost of obtaining the REO Extension
      contemplated by Section 3.16(a);

            (xiv) to pay out of general collections on the Mortgage Loans and
      REO Properties any and all federal, state and local taxes imposed on the
      Upper-Tier REMIC, the Lower-Tier REMIC or any of their assets or
      transactions, together with all incidental costs and expenses, to the
      extent that none of the Servicer, the Special Servicer, the Fiscal Agent
      or the Trustee is liable therefor pursuant to Section 10.01(h);

            (xv) to reimburse the Servicer out of general collections on the
      Mortgage Loans and REO Properties for expenses incurred by and
      reimbursable to it by the Trust Fund pursuant to Section 10.01(d);

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

            (xvii) [to remit to the Paying Agent for deposit in the Interest
      Reserve Account the amounts required to be deposited in the Interest
      Reserve Account pursuant to Section 3.25;] and

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

                                      -73-
<PAGE>

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

            The Servicer shall pay to the Special Servicer (or to third-party
contractors at the direction of the Special Servicer) from the Certificate
Account amounts permitted to be paid to it (or to such third party contractors)
therefrom promptly upon receipt of a certificate of a Responsible Officer of the
Special Servicer describing the item and amount to which the Special Servicer
(or any such third party contractor) is entitled. The Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein. The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Mortgage Loan and REO Loan, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Certificate Account. To the extent a
Nonrecoverable Advance is required to be reimbursed from the general collections
on the Mortgage Loans and REO Properties pursuant to clause (v) above, such
reimbursement shall be made first, from the general collections available on the
Mortgage Loans (or related REO Properties) included in the same Loan Group as
such Mortgage Loan and if the general collections in such Loan Group are not
sufficient to make such reimbursement in full, then from the general collections
available in the other Loan Group (after giving effect to any reimbursement of
Nonrecoverable Advances related to such other Loan Group).

            (b) The Paying Agent, on behalf of the Trustee, may, from time to
time, make withdrawals from the Lower-Tier Distribution Account for any of the
following purposes:

            (i) to make deposits of the Lower-Tier Distribution Amount pursuant
      to Section 4.01(b) and the amount of any Prepayment Premium and Yield
      Maintenance Charges distributable pursuant to Section 4.01(d) in the
      Upper-Tier Distribution Account and to make distributions on the Class
      [LR] Certificates pursuant to Section 4.01(b);

            (ii) to pay the Servicer, as additional servicing compensation in
      accordance with the second paragraph of Section 3.11(a), interest and
      investment income earned in respect of amounts relating to the Trust Fund
      held in the Lower-Tier Distribution Account as provided in Section 3.06(b)
      (but only to the extent of the Net Investment Earnings with respect to the
      Lower-Tier Distribution Account for any period from any Distribution Date
      to the immediately succeeding P&I Advance Date);

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

            (iv) to pay to the Trustee, the Fiscal Agent or any of their
      directors, officers, employees and agents, as the case may be, any amounts
      payable or reimbursable to any such Person pursuant to Section 8.05(b);

            (v) to pay for the cost of the Opinion of Counsel contemplated by
      Section 11.01(c) in connection with any amendment to this Agreement
      requested by the Trustee; and

            (vi) to clear and terminate the Lower-Tier Distribution Account at
      the termination of this Agreement pursuant to Section 9.01.

                                      -74-
<PAGE>

            (c) The Paying Agent, on behalf of the Trustee, may make withdrawals
from the Upper-Tier Distribution Account for any of the following purposes:

            (i) to make distributions to Certificateholders (other than Holders
      of the [Class A-3FL and] Class [LR] Certificates) on each Distribution
      Date pursuant to Section 4.01 or 9.01, as applicable [and to make
      distributions to the Class A-3FL Floating Rate Account with respect to the
      Class A-3FL Regular Interest pursuant to this Agreement];

            (ii) to pay the Servicer, as additional servicing compensation in
      accordance with the second paragraph of Section 3.11(a), interest and
      investment income earned in respect of amounts held in the Upper-Tier
      Distribution Account as provided in Section 3.06(b) (but only to the
      extent of the Net Investment Earnings with respect to the Upper-Tier
      Distribution Account for any period from any Distribution Date to the
      immediately succeeding P&I Advance Date); and

            (iii) to clear and terminate the Upper-Tier Distribution Account at
      the termination of this Agreement pursuant to Section 9.01.

            (d) Notwithstanding anything herein to the contrary, with respect to
any Mortgage Loan, if amounts on deposit in the Certificate Account and the
Lower-Tier Distribution Account are not sufficient to pay all of the amounts
listed in Sections 3.05(a) and (b), then the items (iii) and (iv) of Section
3.05(b) shall be paid in full prior to the payment of any fees or reimbursement
of any expenses of the Servicer payable under Section 3.05(a).

            (e) [The Trustee shall make withdrawals from the Class A-3FL
Floating Rate Account in the following order of priority and only for the
following purposes: (i) to withdraw amounts deposited in the Class A-3FL
Floating Rate Account in error and pay such amounts to Persons entitled thereto;
(ii) out of interest amounts to make regularly scheduled payments of interest
required to be paid to the Class A-3FL Swap Counterparty under the Class A-3FL
Swap Contract as specified in Section 3.30(c), provided there is no Class A-3FL
Swap Default; (iii) to make distributions to the Holders of the Class A-3FL
Certificates pursuant to Section 4.01(n); and (iv) to clear and terminate the
Class A-3FL Floating Rate Account pursuant to Section 9.01.]

            Section 3.06 Investment of Funds in the Certificate Account, the
                         Interest Reserve Account, the Distribution Accounts and
                         the REO Account.

            (a) The Servicer may direct [(or direct the Paying Agent to direct
in the case of the Interest Reserve Account)] any depository institution
maintaining the Certificate Account, the Upper-Tier Distribution Account, the
Lower-Tier Distribution Account [, the Class A-3FL Floating Rate Account,] or
the [Interest Reserve Account] (each, for purposes of this Section 3.06, an
"Investment Account") and the Special Servicer may direct any depository
institution maintaining the REO Account (also for purpose of this Section 3.06,
an "Investment Account") to invest, or if it is such depository institution, may
itself invest, the funds held therein only in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand,
(i) 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

                                      -75-
<PAGE>

to this Agreement, if a Person other than the depository institution maintaining
such account is the obligor thereon and (ii) 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 Servicer (in the
case of the Certificate Account [or any Distribution Account]) or the Special
Servicer (in the case of the REO Account), on behalf of the Trustee, shall
maintain continuous possession of any Permitted Investment of amounts in the
Certificate Account [or any Distribution Account] or REO Account 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. [Funds on deposit in the
Distribution Accounts, if any, shall remain uninvested.] Possession of any such
Permitted Investment by the Servicer or the Special Servicer shall constitute
possession by a person designated by the Trustee for purposes of Section 8-313
of the UCC and possession by the Trustee, as secured party, for purposes of
Section 9-305 of the UCC and any other applicable law. Except as otherwise
provided herein, the Trustee shall have sole control (except with respect to
investment direction) over Permitted Investments of amounts in the Distribution
Accounts. In the event amounts on deposit in an Investment Account are at any
time invested in a Permitted Investment payable on demand, the Servicer (in the
case of the Certificate Account), the Special Servicer (in the case of the REO
Account) or the Paying Agent (in the case of the Distribution Accounts and the
[Interest Reserve Account]) shall:

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

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

            (b) Interest and investment income realized on funds deposited in
each of the Certificate Account, the Distribution Accounts and the [Interest
Reserve Account], to the extent of the Net Investment Earnings, if any, with
respect to such account for each period from any Distribution Date to the
immediately succeeding P&I Advance Date, shall be for the sole and exclusive
benefit of the Servicer and shall be subject to its withdrawal, or withdrawal at
its direction, in accordance with Section 3.05(a), 3.05(b) or 3.05(c), as the
case may be. Interest and investment income realized on funds deposited in the
REO Account, to the extent of the Net Investment Earnings, if any, with respect
to such account for each period from any Distribution Date to the immediately
succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the
Special Servicer and shall be subject to its withdrawal in accordance with
Section 3.16(c). In the event that any loss shall be incurred in respect of any
Permitted Investment on deposit in any of the Certificate Account, the
Distribution Accounts, the [Interest Reserve Account] or the REO Account, the
Servicer (in the case of the Certificate Account, the Distribution Accounts or
the [Interest Reserve Account]) and the Special Servicer (in the case of

                                      -76-
<PAGE>


the REO Account) shall deposit therein, no later than the P&I Advance Date,
without right of reimbursement, the amount of the Net Investment Loss, if any,
with respect to such account for the period from the immediately preceding
Distribution Date to such P&I Advance Date, provided, that neither the Servicer
nor the Special Servicer shall be required to deposit any loss on an investment
of funds in an Investment Account if such loss is incurred solely as a result of
the insolvency of the federal or state chartered depository institution or trust
company that holds such Investment Account, so long as such depository
institution or trust company satisfied the qualifications set forth in the
definition of Eligible Account at the time such investment was made.

            (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.

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

            (a) The Servicer shall use its reasonable best efforts to cause the
Mortgagor to maintain, to the extent required by the terms of the related
Mortgage Note, or if the Mortgagor does not so maintain, shall itself maintain,
for each Mortgage Loan all Insurance Policy coverage as is required under the
related Mortgage (to the extent that the Trustee has an insurable interest and
such Insurance Policy coverage is available at commercially reasonable rates,
consistent with the Servicing Standards); provided, however, that if any
Mortgage permits the holder thereof to dictate to the Mortgagor the Insurance
Policy coverage to be maintained on such Mortgaged Property, the Servicer shall
impose such insurance requirements as are consistent with the Servicing
Standards. Subject to Section 3.17(a), the Special Servicer shall maintain for
each REO Property no less Insurance Policy coverage than was previously required
of the Mortgagor under the related Mortgage Loan. All such Insurance Policies
shall (i) contain a "standard" mortgagee clause, with loss payable to the
Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of Mortgage Loans other than REO Properties), (ii) be in the name of the
Special Servicer (in the case of insurance maintained in respect of REO
Properties) on behalf of the Trustee, (iii) include coverage in an amount not
less than the lesser of (x) the full replacement cost of the improvements
securing Mortgaged Property or the REO Property, as applicable, or (y) the
outstanding principal balance owing on the related Mortgage Loan or REO Loan, as
applicable, and in any event, the amount necessary to avoid the operation of any
co-insurance provisions, (iv) include a replacement cost endorsement providing
no deduction for depreciation (unless such endorsement is not permitted under
the related Mortgage Loan documents), (v) be noncancellable without 30 days'
prior written notice to the insured party and (vi) be issued by a Qualified
Insurer authorized under applicable law to issue such Insurance Policies. Any
amounts collected by the Servicer or the 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 Mortgagor, in each case in accordance with the Servicing
Standards and the provisions of the related Mortgage Loan) shall be deposited in
the Certificate Account, subject to withdrawal pursuant to

                                      -77-
<PAGE>

Section 3.05(a). Any costs incurred by the Servicer in maintaining any such
Insurance Policies in respect of Mortgage Loans (other than REO Properties) (i)
if the Mortgagor defaults on its obligation to do so, shall be advanced by the
Servicer as a Servicing Advance and will be charged to the related Mortgagor and
(ii) shall not, for purposes thereof, including, without limitation, calculating
monthly distributions to Certificateholders, be added to the unpaid principal
balance of the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit. Any cost incurred by the Special Servicer in
maintaining any such Insurance Policies with respect to REO Properties shall be
an expense of the Trust payable out of the related REO Account pursuant to
Section 3.16(c) or, if the amount on deposit therein is insufficient therefor,
advanced by the Servicer as a Servicing Advance.

            (b) (i) If the Servicer or the Special Servicer shall obtain and
maintain a blanket Insurance Policy with a Qualified Insurer insuring against
fire and hazard losses on all of the Mortgage Loans or REO Properties, as the
case may be, required to be serviced and administered hereunder, then, to the
extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Servicer or the Special Servicer 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 Insurance Policy may contain a deductible clause, in which case
the Servicer or the Special Servicer shall, 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, promptly deposit into the Certificate Account from its own
funds the amount of such loss or losses that would have been covered under the
individual policy but are not covered under the blanket Insurance Policy because
of such deductible clause to the extent that any such deductible exceeds the
deductible limitation that pertained to the related Mortgage Loan, or in the
absence of such deductible limitation, the deductible limitation which is
consistent with the Servicing Standard. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Servicer agrees to prepare
and present, on behalf of itself, the Trustee and Certificateholders, claims
under any such blanket Insurance Policy in a timely fashion in accordance with
the terms of such policy. The Special Servicer, to the extent consistent with
the Servicing Standards, may maintain, at its own expense, earthquake insurance
on REO Properties, provided coverage is available at commercially reasonable
rates, the cost of which shall be a Servicing Advance.

            (ii) If the Servicer or the Special Servicer shall cause any
      Mortgaged Property or REO Property to be covered by a master single
      interest or force placed insurance policy with a Qualified Insurer naming
      the Servicer or the Special Servicer on behalf of the Trustee as the loss
      payee, then to the extent such Insurance Policy provides protection
      equivalent to the individual policies otherwise required, the Servicer or
      the Special Servicer shall conclusively be deemed to have satisfied its
      obligation to cause such insurance to be maintained on the related
      Mortgage Properties and REO Properties. In the event the Servicer or the
      Special Servicer shall cause any Mortgaged Property or REO Property to be
      covered by such master single interest or force placed 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 Servicer as a Servicing
      Advance. Such master single interest or force placed

                                      -78-
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      policy may contain a deductible clause, in which case the Servicer or the
      Special Servicer shall, in the event that there shall not have been
      maintained on the related Mortgaged Property or REO Property a policy
      otherwise complying with the provisions of Section 3.07(a), and there
      shall have been one or more losses which would have been covered by such
      policy had it been maintained, deposit into the Certificate Account from
      its own funds the amount not otherwise payable under the master single
      interest or force-placed policy because of such deductible clause, to the
      extent that any such deductible exceeds the deductible limitation that
      pertained to the related Mortgage Loan, or, in the absence of any such
      deductible limitation, the deductible limitation which is consistent with
      the Servicing Standard.

            (c) Each of the Servicer and the Special Servicer shall at all times
during the term of this Agreement (or, in the case of the Special Servicer, at
all times during the term of this Agreement during which Specially Serviced
Loans and/or REO Properties as to which it is the Special Servicer exist as part
of the Trust Fund) keep in force with a Qualified Insurer, a fidelity bond in
such form and amount as are consistent with the Servicing Standard. The Servicer
or Special Servicer shall be deemed to have complied with the foregoing
provision if an Affiliate thereof has such fidelity bond coverage and, by the
terms of such fidelity bond, the coverage afforded thereunder extends to the
Servicer or Special Servicer, as the case may be. Such fidelity bond shall
provide that it may not be canceled without ten days' prior written notice to
the Trustee. So long as the long-term unsecured debt obligations of the Servicer
(or its direct or indirect parent company) are rated not lower than "A" by the
Rating Agencies, the Servicer may self-insure with respect to the fidelity bond
coverage required as described above, in which case it shall not be required to
maintain an insurance policy with respect to such coverage.

            Each of the Servicer and the Special Servicer shall at all times
during the term of this Agreement (or, in the case of the Special Servicer, at
all times during the term of this Agreement during which Specially Serviced
Mortgage Loans and/or REO Properties exist as part of the Trust Fund) also keep
in force with a Qualified Insurer a policy or policies of insurance covering
loss occasioned by the errors and omissions of its officers and employees in
connection with its servicing obligations hereunder, which policy or policies
shall be in such form and amount as are consistent with the Servicing Standard.
The Servicer or Special Servicer shall be deemed to have complied with the
foregoing provisions if an Affiliate thereof has such insurance and, by the
terms of such policy or policies, the coverage afforded thereunder extends to
the Servicer or Special Servicer, as the case may be. Any such errors and
omissions policy shall provide that it may not be canceled without ten days'
prior written notice to the Trustee. So long as the long-term unsecured debt
obligations of the Servicer or the Special Servicer (or its direct or indirect
parent company) are rated not lower than "A" by the Rating Agencies, the
Servicer or the Special Servicer, as the case may be, may self-insure with
respect to the errors and omissions coverage required as described above, in
which case it shall not be required to maintain an insurance policy with respect
to such coverage.

            (d) At the time the Servicer determines in accordance with the
Servicing Standard that any Mortgaged Property shall be in a federally
designated special flood hazard area (and such flood insurance has been made
available), the Servicer will use its reasonable best efforts to cause the
related Mortgagor (in accordance with applicable law and the terms of the
Mortgage Loan documents) to maintain, and, if the related Mortgagor shall
default in its

                                      -79-
<PAGE>

obligation to so maintain, shall itself maintain to the extent available at
commercially reasonable rates (as determined by the Servicer in accordance with
the Servicing Standards), flood insurance in respect thereof, but only to the
extent the related Mortgage Loan permits the mortgagee to require such coverage
and the maintenance of such coverage is consistent with the Servicing Standards.
Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid
principal balance of the related Mortgage Loan, and (ii) the maximum amount of
insurance which is available under the National Flood Insurance Act of 1968, as
amended. If the cost of any insurance described above is not borne by the
Mortgagor, the Servicer shall promptly make a Servicing Advance for such costs,
subject to Section 3.03(c).

            (e) During all such times as any REO Property shall be located in a
federally designated special flood hazard area, the Special Servicer will cause
to be maintained, to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing Standards),
a flood insurance policy meeting the requirements of the current guidelines of
the Federal Insurance Administration in an amount representing coverage not less
than the maximum amount of insurance which is available under the National Flood
Insurance Act of 1968, as amended. The cost of any such flood insurance with
respect to an REO Property shall be an expense of the Trust 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 Servicer as a Servicing Advance.

            Section 3.08 Enforcement of Due-On-Sale Clauses; Assumption
                         Agreements.

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

            (i) provides that such Mortgage Loan shall (or may at the
      mortgagee's option) become due and payable upon the sale or other transfer
      of an interest in the related Mortgaged Property; or

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

then, for so long as such Mortgage Loan is included in the Trust Fund, the
Servicer with the written consent of the Special Servicer with respect to
non-Specially Serviced Mortgage Loans and the Special Servicer with respect to
Specially Serviced Mortgage Loans, on behalf of the Trustee as the mortgagee of
record, shall[, subject to Section 6.07,] exercise (or waive its right to
exercise) any right it may have with respect to such Mortgage Loan (x) to
accelerate the payments thereon or (y) to withhold its consent to any such sale
or other transfer, in a manner consistent with the Servicing Standards.

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

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

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<PAGE>

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

then, for so long as such Mortgage Loan is included in the Trust Fund, the
Servicer with the written consent of the Special Servicer with respect to
non-Specially Serviced Mortgage Loans and the Special Servicer with respect to
Specially Serviced Mortgage Loans, on behalf of the Trustee as the mortgagee of
record, shall[, subject to Section 6.07,] exercise (or waive its right to
exercise) any right it may have with respect to such Mortgage Loan (x) to
accelerate the payments thereon or (y) to withhold its consent to the creation
of any such additional lien or other encumbrance, in a manner consistent with
the Servicing Standards.

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

            (d) Except as otherwise permitted by Sections 3.20 and 3.08(f),
neither the Servicer nor the Special Servicer shall agree to modify, waive or
amend any term of any Mortgage Loan in connection with the taking of, or the
failure to take, any action pursuant to this Section 3.08, other than the
identity of the Mortgagor pursuant to an assumption agreement.

            (e) Notwithstanding the foregoing, the Servicer, with respect to
non-Specially Serviced Mortgage Loans, and the Special Servicer, with respect to
Specially Serviced Mortgage Loans, shall not waive any rights under a
"due-on-encumbrance" clause with respect to any Mortgage Loan, or under any
"due-on-sale" clause with respect to any of the Mortgage Loans set forth on
Schedule 2 hereto unless it obtains from each Rating Agency a written
confirmation that such waiver will not cause a downgrading, qualification or
withdrawal of the then current rating assigned to any of the Certificates. To
the extent any fee charged by each Rating Agency in connection with rendering
such written confirmation is not paid by the related Mortgagor, such fee is to
be an expense of the Trust. Notwithstanding the foregoing, the Servicer, with
respect to non-Specially Serviced Mortgage Loans, and the Special Servicer, with
respect to Specially Serviced Mortgage Loans, shall not waive any rights under a
"due-on-sale" clause with respect to any of the Mortgage Loans which (together
with any Mortgage Loans cross-collateralized with such Mortgage Loans) represent
over 2% of the outstanding principal balance of the pool of Mortgage Loans
unless it obtains from each Rating Agency a written confirmation that such
waiver would not cause a downgrading, qualification or withdrawal of the then
current rating assigned to any of the Certificates. To the extent any fee
charged by each Rating Agency in connection with rendering such written
confirmation is not paid by the related Mortgagor, such fee is to be an expense
of the Trust. The Servicer or the Special Servicer, as applicable, shall provide
copies of any such waivers to each Rating Agency with respect to each Mortgage
Loan. The Servicer or the Special Servicer, as applicable, shall not permit a
Mortgage Loan to be assumed unless the Servicer or the Special Servicer, as
applicable, determines that such assumption is consistent with the Servicing
Standards, for such purposes taking into account the Debt Service Coverage Ratio
of the Mortgage Loan assuming the transfer occurs (with leasing commissions,
tenant improvement costs and capital expenditures deducted from cash flow in
amounts equal to the originator's cap items at origination and using taxes based
on a fully assessed number calculated off the proposed purchase price), and
shall provide copies of the

                                      -81-
<PAGE>

results of such calculations to each Rating Agency showing a comparison of the
recalculated DSCR versus the DSCR at origination; provided, however, that so
long as all Holders of each Class of Certificates the ratings of which would
otherwise be downgraded, qualified or withdrawn consent to such waiver, such
Rating Agency confirmation will not be required.

            (f) Notwithstanding any other provisions of this Section 3.08 or
Section 3.20, the Servicer may, without any Rating Agency confirmation as
provided in clause (e) above or Special Servicer approval, (i) consent to
subordination of the related Mortgage Loan to such easement or right-of-way for
utilities, access, parking, public improvements or another purpose, provided the
Servicer shall have determined in accordance with the Servicing Standards that
such easement or right-of-way shall not materially interfere with the
then-current use of the related Mortgaged Property, or the security intended to
be provided by such Mortgage, the related Mortgagor's ability to repay the
Mortgage Loan, or materially or adversely affect the value of such Mortgaged
Property, (ii) grant waivers of minor covenant defaults (other than financial
covenants) including late financial statements, (iii) grant releases of
non-material parcels of a Mortgaged Property (provided, that releases as to
which the related Mortgage Loan documents expressly require the mortgagee
thereunder to make such releases upon the satisfaction of certain conditions
shall be made as required by the Mortgage Loan documents), and (iv) grants of
easements and rights-of-way that do not materially affect the use or value of a
Mortgaged Property or the Mortgagor's ability to make any payments with respect
to the related Mortgage Loan; provided, that any such modification, waiver or
amendment (w) would not in any way affect a payment term of the Certificates,
(x) would not constitute a "significant modification" of such Mortgage Loan
pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise
constitute an Adverse REMIC Event with respect to any REMIC, (y) agreeing to
such modification, waiver or amendment would be consistent with the Servicing
Standard and (z) agreeing to such modification, waiver or amendment shall not
violate the terms, provisions or limitations of this Agreement or any other
document contemplated hereby.

            Section 3.09 Realization Upon Defaulted Mortgage Loans.

            (a) The Special Servicer shall, subject to [Section 6.07 and]
subsections (b) through (d) of this Section 3.09, exercise reasonable efforts,
consistent with the Servicing Standards, to foreclose upon or otherwise
comparably convert (which may include an REO Acquisition) the ownership of
property securing such Mortgage Loans, as come into and continue in default as
to which no satisfactory arrangements can be made for collection of delinquent
payments, and which are not released from the Trust Fund pursuant to any other
provision hereof. The foregoing is subject to the provision that, in any case in
which a Mortgaged Property shall have suffered damage from an Uninsured Cause,
the Servicer shall not be required to make a Servicing Advance and expend funds
toward the restoration of such property unless the Special Servicer has
determined in its reasonable discretion that such restoration will increase the
net proceeds of liquidation of such Mortgaged Property to Certificateholders
after reimbursement to the Servicer for such Servicing Advance, and the Servicer
has determined that such Servicing Advance together with accrued and unpaid
interest thereon will be recoverable by the Servicer out of the proceeds of
liquidation of such Mortgaged Property, as contemplated in Section 3.05(a)(iv).
The Special Servicer shall be responsible for all other costs and expenses
incurred by it in any such proceedings (such costs and expenses to be advanced
by the Servicer to the Special Servicer), provided, that, in each case, such
cost or

                                      -82-
<PAGE>

expense would not, if incurred, constitute a Nonrecoverable Servicing Advance.
Nothing contained in this Section 3.09 shall be construed so as to require the
Servicer or the Special Servicer, on behalf of the Trust, to make a bid on any
Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the Servicer or the
Special Servicer in its reasonable and good faith judgment taking into account
the factors described in Section 3.18(d) 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 Standards. If and when the Special Servicer
or the Servicer deems it necessary and prudent for purposes of establishing the
fair market value of any Mortgaged Property securing a Defaulted Mortgage Loan,
whether for purposes of bidding at foreclosure or otherwise, the Special
Servicer or the Servicer, as the case may be, is authorized to have an Appraisal
performed with respect to such property by an Independent MAI-designated
appraiser the cost of which shall be paid by the Servicer as a Servicing
Advance.

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:

            (i) such personal property is incident to real property (within the
      meaning of Section 856(e)(1) of the Code) so acquired by the Special
      Servicer; or

            (ii) the Special Servicer shall have obtained an Opinion of Counsel
      (the cost of which shall be paid by the Servicer as 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 the Lower-Tier REMIC or the
      Upper-Tier REMIC under the REMIC Provisions or cause the Lower-Tier REMIC
      or the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any
      Uncertificated Lower-Tier Interest or Certificate is outstanding.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Special Servicer nor the Servicer shall, on behalf of the Trustee,
obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or
take any other action with respect to any Mortgaged Property, if, as a result of
any such action, the Trustee, on behalf of the Certificateholders, would be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA or
any comparable law, unless (as evidenced by an Officer's Certificate to such
effect delivered to the Trustee) the Special Servicer has previously determined
in accordance with the Servicing Standards, based on an Environmental Assessment
of such Mortgaged Property performed by an Independent Person who regularly
conducts Environmental Assessments and performed within six months prior to any
such acquisition of title or other action, that:

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that taking such actions as
      are necessary to bring the Mortgaged Property in compliance therewith is
      reasonably likely to produce a greater recovery on a net 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

                                      -83-
<PAGE>

      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 net
      present value basis than not taking such actions.

            The cost of any such Environmental Assessment shall be paid by the
Servicer as a Servicing Advance, and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the
preceding sentence may be withdrawn from the Certificate Account at the
direction of the Special Servicer as an expense of the Trust Fund pursuant to
Section 3.05(a)(ix); and if any such Environmental Assessment so warrants, the
Special Servicer shall, at the expense of the Trust Fund, perform such
additional environmental testing as it deems necessary and prudent to determine
whether the conditions described in clauses (i) and (ii) of the preceding
sentence have been satisfied.

            (d) If (i) the environmental testing contemplated by subsection (c)
above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a Defaulted Mortgage Loan and (ii) there has been no
breach of any of the representations and warranties set forth in or required to
be made pursuant to Section 2 of each of the Mortgage Loan Purchase Agreements
for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Mortgage Loan pursuant to Section 3 of the applicable Mortgage
Loan Purchase Agreement, then the Special Servicer shall[, subject to Section
6.07,] take such action as it deems to be in the best economic interest of the
Trust Fund (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; provided, that, if
such Mortgage Loan has a then outstanding principal balance of greater than
$1,000,000, then prior to the release of the related Mortgaged Property from the
lien of the related Mortgage, (i) the Special Servicer shall have notified the
Rating Agencies, the Trustee and the Servicer in writing of its intention to so
release such Mortgaged Property and the bases for such intention, (ii) the
Trustee shall have notified the Certificateholders in writing of the Special
Servicer's intention to so release such Mortgaged Property, (iii) the Holders of
Certificates entitled to a majority of the Voting Rights shall have consented to
such release within 30 days of the Trustee's distributing such notice (failure
to respond by the end of such 30-day period being deemed consent) and (iv) the
Special Servicer shall have received written confirmation from each Rating
Agency that such release will not cause the downgrade, withdrawal or
qualification of any of the then current ratings of any Class of Certificates.
To the extent any fee charged by each Rating Agency in connection with rendering
such written confirmation is not paid by the related Mortgagor, such fee is to
be an expense of the Trust.

            (e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Trustee, the Paying Agent, the Directing
Certificateholder and the Servicer monthly regarding any actions taken by the
Special Servicer with respect to any Mortgaged Property securing a defaulted
Mortgage Loan as to which the environmental testing contemplated in subsection
(c) above has revealed that either of the conditions set forth in clauses (i)
and (ii) of the first sentence thereof has not been satisfied, in each case
until the earlier to occur of satisfaction of both such conditions, repurchase
of the related Mortgage Loan by the applicable Mortgage Loan Seller or release
of the lien of the related Mortgage on such

                                      -84-
<PAGE>

Mortgaged Property. The Trustee shall forward all such reports to the
Certificateholders and each Rating Agency promptly following the receipt
thereof. In addition, the Servicer will deliver to the Class [F], Class [G] and
Class [H] Certificateholders a copy of any such written reports and any
Environmental Assessments within 15 days after receipt of such written reports
and Environmental Assessments from the Special Servicer.

            (f) The Special Servicer, with the reasonable cooperation of the
Servicer, shall report to the Internal Revenue Service and the related
Mortgagor, in the manner required by applicable law, the information required to
be reported regarding any Mortgaged Property which is abandoned or foreclosed
and the Special Servicer shall report, via Form 1099C, all forgiveness of
indebtedness. The Special Servicer shall deliver a copy of any such report to
the Trustee and the Special Servicer.

            (g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standards, 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 Mortgage Loan permit such an action.

            (h) The Special Servicer shall maintain accurate records, prepared
by one of its Servicing Officers, of each Final Recovery Determination in
respect of a Defaulted Mortgage Loan or REO Property and the basis thereof. Each
Final Recovery Determination shall be evidenced by an Officer's Certificate
delivered to the Trustee and the Servicer no later than the next succeeding P&I
Advance Determination Date.

            Section 3.10 Trustee to Cooperate; Release of Mortgage Files.

            (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Servicer or the Special Servicer, as the case may be, of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the
Servicer or Special Servicer, as the case may be, will immediately notify the
Trustee and request delivery of the related Mortgage File. Any such notice and
request shall be in the form of a Request for Release signed by 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 Certificate Account pursuant to Section 3.04(a) or remitted to
the Servicer to enable such deposit, have been or will be so deposited. Within
seven Business Days (or within such shorter period as release can reasonably be
accomplished if the Servicer notifies the Trustee of an exigency) of receipt of
such notice and request, the Trustee shall release, or cause any related
Custodian to release, the related Mortgage File to the Servicer or Special
Servicer, as the case may be. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Certificate Account.

            (b) From time to time as is appropriate for servicing or foreclosure
of any Mortgage Loan, the Servicer or the Special Servicer shall deliver to the
Trustee a Request for Release signed by a Servicing Officer. Upon receipt of the
foregoing, the Trustee shall deliver or cause the related Custodian to deliver,
the Mortgage File or any document therein to the Servicer or the Special
Servicer (or a designee), as the case may be. Upon return of such Mortgage File
or such document to the Trustee or the related Custodian, or the delivery to the
Trustee of a

                                      -85-
<PAGE>

certificate of a Servicing Officer of the Servicer or the Special Servicer, as
the case may be, stating that such Mortgage Loan was liquidated and that all
amounts received or to be received in connection with such liquidation which are
required to be deposited into the Certificate Account pursuant to Section
3.04(a) have been or will be so deposited, or that such Mortgage Loan has become
an REO Property, a copy of the Request for Release shall be released by the
Trustee to the Servicer or the Special Servicer (or a designee), as the case may
be, with the original being released upon termination of the Trust.

            (c) Within seven Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the foreclosure or trustee's sale in respect of
a Mortgaged Property or to any legal action brought to obtain judgment against
any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency
judgment, or to enforce any other remedies or rights provided by the Mortgage
Note or Mortgage or otherwise available at law or in equity. The Special
Servicer shall be responsible for the preparation of all such documents and
pleadings. When submitted to the Trustee for signature, such documents or
pleadings shall be accompanied by a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required and that
the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.

            Section 3.11 Servicing Compensation.

            (a) As compensation for its activities hereunder, the Servicer shall
be entitled to receive the Servicing Fee with respect to each Mortgage Loan and
REO Loan. As to each Mortgage Loan and REO Loan, the Servicing Fee shall accrue
from time to time at the Servicing Fee Rate (in accordance with the same terms
of the related Mortgage 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 Mortgage Loan and a 360-day year consisting of twelve 30-day
months and, in connection with any partial month interest payment, for the same
period respecting which any related interest payment due on such Mortgage Loan
or deemed to be due on such REO Loan is computed. The Servicing Fee with respect
to any Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event
occurs in respect thereof. The Servicing Fee shall be payable monthly, on a
loan-by-loan basis, from payments of interest on each Mortgage Loan and REO
Revenues allocable as interest on each REO Loan, and as otherwise provided by
Section 3.05(a). The Servicer shall be entitled to recover unpaid Servicing Fees
in respect of any Mortgage Loan or REO Loan 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). The right to receive the Servicing Fee
may not be transferred in whole or in part except in connection with the
transfer of all of the Servicer's responsibilities and obligations under this
Agreement.

            The Servicer shall be entitled to retain, and shall not be required
to deposit in the Certificate Account pursuant to Section 3.04(a), additional
servicing compensation in the form of 100% of all assumption application fees on
the Mortgage Loans that are not Specially Serviced

                                      -86-
<PAGE>

Mortgage Loans and 50% of all assumption and modification fees on Mortgage Loans
that are not Specially Serviced Mortgage Loans (provided, that the Servicer
shall be entitled to 100% of all modification fees with respect to the
modifications described in Section 3.08(f)) to the extent that such fees are
paid by the Mortgagor on Mortgage Loans that are not Specially Serviced Mortgage
Loans and only to the extent that all amounts then due and payable with respect
to the related Mortgage Loan (including interest on Advances) have been paid. In
addition, the Servicer shall be entitled to retain as additional servicing
compensation any charges for processing borrower requests, beneficiary
statements or demands and amounts collected for checks returned for insufficient
funds, in each case only to the extent actually paid by the related Mortgagor
and shall not be required to deposit such amounts in the Certificate Account
pursuant to Section 3.04(a). The Servicer shall also be entitled to additional
servicing compensation in the form of: (i) Penalty Charges received on the
Mortgage Loans and accrued during such time as such Mortgage Loan was not a
Specially Serviced Mortgage Loan, but only to the extent actually paid by the
related Mortgagor and to the extent that all amounts then due and payable with
respect to the related Mortgage Loan (including interest on Advances) and all
unpaid Advances and additional Trust Fund expenses payable during the preceding
12-month period have been paid; (ii) interest or other income earned on deposits
relating to the Trust Fund in the Certificate Account and the Distribution
Accounts in accordance with Section 3.06(b) (but only to the extent of the Net
Investment Earnings, if any, with respect to each such account for each period
from any Distribution Date to the immediately succeeding P&I Advance Date) and
(iii) interest earned on deposits in the Servicing Account which are not
required by applicable law or the related Mortgage Loan to be paid to the
Mortgagor. The 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 and owing to any of
its Sub-Servicers and the premiums for any blanket Insurance Policy insuring
against hazard losses pursuant to Section 3.07), if and to the extent such
expenses are not payable directly out of the Certificate Account, and the
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.

            (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and REO Loan. As to each Specially
Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate (in accordance with the same
terms of the related Mortgage 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 Mortgage Loan and a 360-day year consisting
of 30-day months and, in connection with any partial month interest payment, for
the same period respecting which any related interest payment due on such
Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is
computed. The Special Servicing Fee with respect to any Specially Serviced
Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in
respect thereof. The Special Servicing Fee shall be payable monthly, on a
loan-by-loan basis, to the extent permitted by Section 3.05(a). The right to
receive the Special Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.

            Additional servicing compensation in the form of 100% of all
assumption application fees, assumption fees and modification fees received on
Specially Serviced Mortgage

                                      -87-
<PAGE>

Loans and 50% of all assumption and modification fees received on any Mortgage
Loan to the extent not required to be paid to the Servicer pursuant to Section
3.11(a), but only to the extent actually collected from the related Mortgagor
and only to the extent that all amounts then due and payable with respect to the
related Mortgage Loan (including those payable to the Servicer pursuant to
Section 3.11(a)) have been paid, shall be promptly paid to the Special Servicer
by the Servicer and shall not be required to be deposited in the Certificate
Account pursuant to Section 3.04(a). The Special Servicer shall also be entitled
to additional servicing compensation in the form of a Workout Fee with respect
to each Corrected Mortgage Loan at the Workout Fee Rate on such Mortgage Loan
for so long as it remains a Corrected Mortgage Loan. The Workout Fee with
respect to any Corrected Mortgage Loan will cease to be payable if such loan
again becomes a Specially Serviced Mortgage Loan; provided, that a new Workout
Fee will become payable if and when such Mortgage Loan again becomes a Corrected
Mortgage Loan. If the Special Servicer is terminated (other than for cause) or
resigns, it shall retain the right to receive any and all Workout Fees payable
with respect to Mortgage Loans that became Corrected Mortgage Loans prior to the
time of that termination or resignation. The successor special servicer will not
be entitled to any portion of such Workout Fees. A Liquidation Fee will be
payable with respect to each Specially Serviced Mortgage Loan as to which the
Special Servicer receives any Liquidation Proceeds subject to the exceptions set
forth in the definition of Liquidation Fee. Notwithstanding anything to the
contrary described above, no Liquidation Fee will be payable based on, or out
of, Liquidation Proceeds received in connection with the repurchase of any
Mortgage Loan by the Mortgage Loan Seller for a breach of representation or
warranty or for defective or deficient Mortgage Loan documentation, the purchase
of any Specially Serviced Mortgage Loan by the Directing Certificateholder
pursuant to Section 3.18(b), the Servicer or the Special Servicer or the
purchase of all of the Mortgage Loans and REO Properties in connection with an
optional termination of the Trust Fund pursuant to Section 9.01. If, however,
Liquidation Proceeds are received with respect to any Corrected Mortgage Loan
and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee
will be payable based on and out of the portion of such Liquidation Proceeds
that constitute principal and/or interest on such Mortgage Loan. Notwithstanding
anything herein to the contrary, the Special Servicer shall only be entitled to
receive a Liquidation Fee or Workout Fee, but not both, with respect to proceeds
on any Mortgage Loan. The Special Servicer will also be entitled to additional
fees in the form of Penalty Charges on Specially Serviced Mortgage Loans which
accrued during such time as such Mortgage Loan was a Specially Serviced Mortgage
Loan, but only to the extent actually collected from the related Mortgagor and
to the extent that all amounts then due and payable with respect to the related
Mortgage Loan (including interest on Advances) and all unpaid Advances and
additional Trust Fund expenses payable during the preceding 12-month period have
been paid. The Special Servicer shall be required to pay out of its own funds
all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts, other than
management fees in respect of REO Properties, due and owing to any of its
Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it
insuring against hazard losses pursuant to Section 3.07), if and to the extent
such expenses are not expressly payable directly out of the Certificate Account
or the REO Account or as a Servicing Advance, and the Special Servicer shall not
be entitled to reimbursement therefor except as expressly provided in this
Agreement.

(c) In determining the compensation of the Servicer or Special Servicer, as
applicable, with respect to Penalty Charges, on any Distribution Date, the
aggregate Penalty

                                      -88-
<PAGE>

Charges collected on any Mortgage Loan since the prior Distribution Date shall
be applied (in such order) to reimburse (i) the Servicer or the Trustee for
interest on Advances on such Mortgage Loan due on such Distribution Date, (ii)
the Trust Fund for all interest on Advances previously paid to the Servicer or
the Trustee pursuant to Section 3.05(vi) hereof and (iii) the Trust Fund for all
unpaid Advances and additional Trust Fund expenses incurred during the prior 12
months and any Penalty Charges remaining thereafter shall be distributed pro
rata to the Servicer and the Special Servicer based upon the amount of Penalty
Charges the Servicer or the Special Servicer would otherwise have been entitled
to receive during such period without any such application.

            Section 3.12 Inspections; Collection of Financial Statements.

            (a) The Servicer shall perform (at its own expense), or shall cause
to be performed (at its own expense), a physical inspection of each Mortgaged
Property securing a Mortgage Note with a Stated Principal Balance of (a)
$[2,000,000] or more, at least once every 12 months and (b) less than
$[2,000,000], at least once every 24 months, in each case commencing in the
calendar year 20__; provided, however, that if any scheduled payment becomes
more than 60 days delinquent on the related Mortgage Loan, the Special Servicer
shall inspect the related Mortgaged Property as soon as practicable after such
Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter
for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan.
The cost of such inspection by the Special Servicer shall be an expense of the
Trust Fund. The Special Servicer or the Servicer, as applicable, shall prepare
or cause to be prepared a written report of each such inspection detailing the
condition of the Mortgaged Property and specifying the existence of (i) any
vacancy in the Mortgaged Property that the preparer of such report deems
material, (ii) any sale, transfer or abandonment of the Mortgaged Property of
which it has knowledge, (iii) any adverse change in the condition of the
Mortgaged Property that the preparer of such report deems material, (iv) any
visible waste committed on the Mortgaged Property and (v) photographs of each
inspected Mortgaged Property. The Special Servicer and the Servicer shall
deliver a copy of each such report prepared by the Special Servicer and the
Servicer, respectively, to the other, the Trustee and the Paying Agent within 5
Business Days after request (or if such request is received before such report
is completed, within 5 Business Days after completion of such report). The
Paying Agent shall deliver a copy of each such report to each Rating Agency and
the Controlling Class Certificateholder upon request and to each Holder of a
Class [F], Class [G] and Class [H] Certificate, upon request (which such request
may state that such items be delivered until further notice).

            (b) The Special Servicer or Servicer, as applicable, shall make
reasonable efforts to collect promptly from each Mortgagor annual operating
statements and rent rolls of the related Mortgaged Property, financial
statements of such Mortgagor and any other reports required to be delivered
under the terms of the Mortgage Loans, if delivery of such items is required
pursuant to the terms of the related Mortgage.

            (c) The Special Servicer, in the case of any Specially Serviced
Mortgage Loan, and the Servicer, in the case of any non-Specially Serviced
Mortgage Loan shall make reasonable efforts to collect promptly from each
related Mortgagor quarterly

                                      -89-
<PAGE>

and annual operating statements, budgets and rent rolls of the related Mortgaged
Property, and the quarterly and annual financial statements of such Mortgagor,
whether or not delivery of such items is required pursuant to the terms of the
related Mortgage. In addition, the Special Servicer shall cause quarterly and
annual operating statements, budgets and rent rolls to be regularly prepared in
respect of each REO Property and shall collect all such items promptly following
their preparation. The Servicer and the Special Servicer shall each deliver
copies of all the foregoing items so collected thereby to the Paying Agent, the
Depositor and each other, in each case within 60 days of its receipt thereof,
but in no event, in the case of annual statements, later than June 30th of each
year. The Paying Agent shall, upon request, deliver copies of the foregoing
items to the Underwriters, the Rating Agencies, the Trustee, Controlling Class
Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate
Registrar has confirmed the Ownership Interest in Certificates held thereby, any
Certificate Owner, a copy (or image in suitable electronic media) of each such
report prepared by the Servicer or the Special Servicer.

            Within 45 days after receipt by the Servicer, as to non-Specially
Serviced Mortgage Loans, and within 20 days after receipt by the Special
Servicer, as to Specially Serviced Mortgage Loans, of any annual operating
statements or rent rolls with respect to any Mortgaged Property or REO Property,
but in no event later than June 30th of each year, the Servicer or the Special
Servicer, as applicable, shall, based upon such operating statements or rent
rolls received, prepare (or, if previously prepared, update) the analysis of
operations and the Net Operating Income adjustment worksheet (the "Operating
Statement Analysis Report"), and the Special Servicer shall remit each Operating
Statement Analysis Report (in CMSA format) prepared by it, together with the
underlying operating statements and rent rolls, to the Servicer in a format
reasonably acceptable to the Servicer. All Operating Statements Analysis Reports
shall be maintained by the Servicer with respect to each Mortgaged Property and
REO Property, and the Servicer shall forward copies thereof (in each case,
promptly following the initial preparation and each material revision thereof)
to the Paying Agent and the Special Servicer, together with the related
operating statements or rent rolls. The Paying Agent shall, upon request and to
the extent such items have been delivered to the Paying Agent by the Servicer,
deliver to the Trustee, the Underwriters, the Rating Agencies, the Mortgage Loan
Sellers, any Certificateholder or, to the extent the Certificate Registrar has
confirmed the Ownership Interest in the Certificates held thereby, any
Certificate Owner, a copy of such Operating Statement Analysis (or update
thereof) and the related operating statement or rent rolls. The Servicer shall
maintain an Operating Statement Analysis Report with respect to each Mortgaged
Property and REO Property. Each Operating Statement Analysis Report shall be
substantially in the form of Exhibit J attached hereto (or, at the discretion of
the Servicer, provided that no less information is provided than is set forth in
Exhibit J in a CMSA format.

            (d) At or before 12:00 p.m. (New York City time) on the first
Business Day following each Determination Date, the Special Servicer shall
prepare and deliver or cause to be delivered to the Servicer the following
reports with respect to the Specially Serviced Mortgage Loans and any REO
Properties, providing the information required of the Special Servicer in an
electronic format, reasonably acceptable to the Servicer as of such
Determination Date: (i) a delinquent loan status report, (ii) a comparative
financial status report, (iii) an historical loss estimate report; (iv) an
historical loan modification report and (v) an REO status report.

            (e) Not later than 3:30 p.m. (New York City time) on the second
Business Day after each Determination Date, the Servicer shall prepare (if and
to the extent necessary) and

                                      -90-
<PAGE>

deliver or cause to be delivered to the Trustee and the Paying Agent data files
relating to the following reports: (i) to the extent received at the time
required, the most recent delinquent loan status report, historical loss
estimate report, historical loan modification report and REO status report
received from the Special Servicer pursuant to Section 3.12(d), (ii) the most
recent CMSA property file, CMSA loan periodic update file and comparative
financial status report (in each case combining the reports prepared by the
Special Servicer and Servicer), and (iii) a watch list report with information
that is current as of such Determination Date.

            (f) The Special Servicer shall deliver to the Servicer the reports
set forth in Section 3.12(c) and Section 3.12(d), and the Servicer shall deliver
to the Trustee and the Paying Agent the reports set forth in Section 3.12(e), in
an electronic format reasonably acceptable to the Special Servicer, the Paying
Agent, the Servicer and the Trustee. The Servicer may, absent manifest error,
conclusively rely on the reports to be provided by the Special Servicer pursuant
to Section 3.12(e) and Section 3.12 (d). The Trustee and the Paying Agent may,
absent manifest error, conclusively rely on the reports to be provided by the
Servicer pursuant to Section 3.12(e). In the case of information or reports to
be furnished by the Servicer to the Trustee and the Paying Agent pursuant to
Section 3.12(e), to the extent that such information or reports are, in turn,
based on information or reports to be provided by the Special Servicer pursuant
to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to
be prepared and delivered by the Special Servicer pursuant to Section 3.12 (c)
or Section 3.12(d) the Servicer shall have no obligation to provide such
information or reports to the Trustee or the Paying Agent until it has received
the requisite information or reports from the Special Servicer, and the Servicer
shall not be in default hereunder due to a delay in providing the reports
required by Section 3.12(e) caused by the Special Servicer's failure to timely
provide any information or report required under Section 3.12(c) or Section
3.12(d) of this Agreement.

            (g) Notwithstanding foregoing, however, the failure of the Servicer
or Special Servicer to disclose any information otherwise required to be
disclosed by this Section 3.12 shall not constitute a breach of this Section
3.12 to the extent the Servicer or Special Servicer so fails because such
disclosure, in the good faith reasonable belief of the Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision
of a Mortgage Loan document prohibiting disclosure of information with respect
to the Mortgage Loans or Mortgaged Properties. The Servicer and Special Servicer
may disclose any such information or any additional information to any Person so
long as such disclosure is consistent with applicable law and the Servicing
Standards. The Servicer or the Special Servicer may affix to any information
provided by it any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).

            Section 3.13 Reserved.

            Section 3.14 Reserved.

            Section 3.15 Access to Certain Information.

            Each of the Servicer and the Special Servicer shall provide or cause
to be provided to any Certificateholder or Certificate Owner that is, or is
affiliated with, a federally insured financial institution, the Trustee, the
Depositor, each Rating Agency, to the Servicer, or

                                      -91-
<PAGE>

to the Special Servicer, as applicable, and to the OTS, the FDIC, the Federal
Reserve Board and the supervisory agents and examiners of such boards and such
corporations, and any other federal or state banking or insurance regulatory
authority that may exercise authority over any Certificateholder, and each
Holder of a Class [F], Class [G] and Class [H] Certificate, access to any
documentation regarding the Mortgage Loans and the Trust Fund within its control
which may be required by this Agreement or by applicable law. Such access shall
be afforded without charge but only upon reasonable prior written request and
during normal business hours at the offices of the Servicer or the Special
Servicer, as the case may be, designated by it; provided, however, that the
Class [F], Class [G] and Class [H] Certificateholders and Certificate Owners
shall be required to pay a reasonable and customary fee for access to the
aforementioned information, shall pay their own photocopying costs and execute a
reasonable and customary confidentiality agreement with respect to such
information. Nothing in this Section 3.15 shall detract from the obligation of
the Servicer and the Special Servicer to observe any applicable law prohibiting
disclosure of information with respect to the Mortgagors, and the failure of the
Servicer or the Special Servicer to provide access as provided in this Section
3.15 as a result of such obligation shall not constitute a breach of this
Section 3.15. The Servicer and the Special Servicer may each deny any of the
foregoing persons access to confidential information or any intellectual
property which the Servicer or the Special Servicer is restricted by license or
contract from disclosing. Notwithstanding the foregoing, the Servicer and the
Special Servicer shall maintain separate from such confidential information and
intellectual property, all documentation regarding the Mortgage Loans that is
not confidential.

            Section 3.16 Title to REO Property; REO Account.

            (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or a nominee thereof on
behalf of the Certificateholders. The Special Servicer, on behalf of the Trust
Fund, shall sell any REO Property prior to the close of the third calendar year
following the year in which the Trust Fund acquires ownership of such REO
Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for
purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) is granted an extension of time (an "REO Extension") by the Internal Revenue
Service to sell such REO Property or (ii) obtains for the Trustee and the
Servicer an Opinion of Counsel (the cost of which shall be paid as a Servicing
Advance), addressed to the Trustee and the Servicer, to the effect that the
holding by the Trust Fund of such REO Property subsequent to the close of the
third calendar year following the year in which such acquisition occurred will
not result in the imposition of taxes on "prohibited transactions" of the Trust
Fund or the Lower-Tier REMIC or the Upper-Tier REMIC constituted thereby as
defined in Section 860F of the Code or cause either the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC at any time that any
Uncertificated Lower-Tier Interests or Certificates are outstanding. If the
Special Servicer is granted the REO Extension contemplated by clause (i) of the
immediately preceding sentence or obtains the Opinion of Counsel contemplated by
clause (ii) of the immediately preceding sentence, the Special Servicer shall
sell such REO Property within such longer period as is permitted by such REO
Extension or such Opinion of Counsel, as the case may be. Any expense incurred
by the Special Servicer in connection with its being granted the REO Extension
contemplated by clause (i) of the second preceding sentence or its obtaining the
Opinion of Counsel contemplated by clause (ii) of the second preceding sentence,
shall be an expense of the Trust Fund payable out of the Certificate Account
pursuant to Section 3.05(a).

                                      -92-
<PAGE>

            (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more REO Accounts, held on
behalf of the Trustee in trust for the benefit of the Certificateholders and the
Trustee (as holder of the Uncertificated Lower-Tier Interests), for the
retention of revenues and other proceeds derived from each REO Property. The REO
Account shall be an Eligible Account. The Special Servicer shall deposit, or
cause to be deposited, in the REO Account, within 1 Business Day after receipt,
all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds
received in respect of an REO Property. Funds in the REO Account may be invested
in Permitted Investments in accordance with Section 3.06. The Special Servicer
shall give notice to the Trustee and the Servicer of the location of the REO
Account when first established and of the new location of the REO Account prior
to any change thereof.

            (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, insuring, leasing, maintenance
and disposition of any REO Property, but only to the extent of amounts on
deposit in the REO Account relating to such REO Property. On each Determination
Date, the Special Servicer shall withdraw from the REO Account and deposit into
the Certificate Account the aggregate of all amounts received in respect of each
REO Property during the most recently ended Due Period, net of (i) any
withdrawals made out of such amounts pursuant to the preceding sentence and (ii)
Net Investment Earnings on amounts on deposit in the REO Account; provided,
however, that the Special Servicer may retain in such REO Account, in accordance
with the Servicing Standards, such portion of such balance as may be necessary
to maintain a reasonable reserve for repairs, replacements, leasing, management
and tenant improvements and other related expenses for the related REO Property.
In addition, on each Determination Date, the Special Servicer shall provide the
Servicer with a written accounting of amounts deposited in the Certificate
Account on such date.

            (d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).

            Section 3.17 Management of REO Property.

            (a) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect, operate and lease such REO Property for the
benefit of the Certificateholders and the Trustee (as holder of the
Uncertificated Lower-Tier Interests [and the Class A-3FL Regular Interest])
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 or result in an Adverse REMIC Event. Subject
to the foregoing [and Section 6.07], however, the Special Servicer shall have
full power and authority to do any and all things in connection therewith as are
in the best interests of and for the benefit of the Certificateholders and the
Trustee (as holder of the Uncertificated Lower-Tier Interests [and the Class
A-3FL Regular Interest]) (as determined by the Special Servicer in its good
faith and reasonable judgment in accordance with

                                      -93-
<PAGE>

the Servicing Standards). Subject to this Section 3.17, the Special Servicer may
allow the Trust Fund to earn "net income from foreclosure property" within the
meaning of Code Section 860G(d) if it determines that earning such income is in
the best interests of Certificateholders on a net after-tax basis as compared
with net leasing such REO Property or operating such REO Property on a different
basis. In connection therewith, the Special Servicer shall deposit or cause to
be deposited on a daily basis (and in no event later than 1 Business Day
following receipt of such funds) in the applicable REO Account all revenues
received by it with respect to each REO Property and the related REO Loan, and
shall withdraw from the REO Account, to the extent of amounts on deposit therein
with respect to such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including, without
limitation:

            (i) all insurance premiums due and payable in respect of such REO
      Property;

            (ii) all real estate taxes and assessments in respect of such REO
      Property that may result in the imposition of a lien thereon;

            (iii) any ground rents in respect of such REO Property, if
      applicable; and

            (iv) all costs and expenses necessary to maintain and lease such REO
      Property.

            To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in clauses (i) -
(iv) above with respect to such REO Property, the Servicer shall advance from
its own funds such amount as is necessary for such purposes unless (as evidenced
by an Officer's Certificate delivered to the Trustee, the Paying Agent and the
Depositor) if such advances would, if made, constitute Nonrecoverable Servicing
Advances. The Special Servicer shall give the Servicer, the Trustee and the
Fiscal Agent not less than five Business Days' notice, together with all
information reasonably requested by the Servicer (upon which the Servicer may
conclusively rely) to the extent in the possession of the Special Servicer or
readily obtainable by the Special Servicer before the date on which the Servicer
is requested to make any Servicing Advance with respect to an 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 (which may include, without limitation, Servicing Advances required to
make tax or insurance payments).

            (b) Without limiting the generality of the foregoing, the Special
Servicer shall not:

            (i) permit the Trust Fund to enter into, renew or extend any New
      Lease with respect to any REO Property, if the New Lease by its terms will
      give rise to any income that does not constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
      other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on any REO Property,
      other than the 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

                                      -94-
<PAGE>

      on the related Mortgage Loan became imminent, all within the meaning of
      Section 856(e)(4)(B) of the Code; or

            (iv) Directly Operate, or allow any other Person, other than an
      Independent Contractor, to Directly Operate, any REO Property on any date
      more than 90 days after its acquisition date;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Servicer as a Servicing Advance)
to the effect that such action will not cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by the Trust Fund, in which case the
Special Servicer may take such actions as are specified in such Opinion of
Counsel. Except as limited above in this Section 3.17 and by Section 3.17(c),
the Special Servicer shall be permitted to cause the Trust Fund to earn "net
income from foreclosure property," subject to the standard of Section 3.01(a).

            (c) The Special Servicer shall contract with any Independent
Contractor for the operation and management of any REO Property within 90 days
of the acquisition date thereof, provided, that:

            (i) the terms and conditions of any such contract may not be
      inconsistent herewith and shall reflect an agreement reached at arm's
      length;

            (ii) the fees of such Independent Contractor (which shall be an
      expense of the Trust Fund) shall be reasonable and customary in light of
      the nature and locality of the Mortgaged Property;

            (iii) any such contract shall require, or shall be administered to
      require, that the Independent Contractor (A) pay all costs and expenses
      incurred in connection with the operation and management of such REO
      Property, including, without limitation, those listed in subsection (a)
      hereof, and (B) remit all related revenues collected (net of its fees and
      such costs and expenses) to the Special Servicer upon receipt;

            (iv) none of the provisions of this Section 3.17(c) relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the Special Servicer of any of its duties and
      obligations hereunder with respect to the operation and management of any
      such REO Property; and

            (v) the Special Servicer shall be obligated with respect thereto to
      the same extent as if it alone were performing all duties and obligations
      in connection with the operation and management of such REO Property.

            The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

                                      -95-
<PAGE>

            (d) When and as necessary, the Special Servicer shall send to the
Paying Agent and the Servicer, and the Paying Agent shall forward to the
Trustee, a statement prepared by the Special Servicer setting forth the amount
of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the
furnishing or rendering of a non-customary service to the tenants of, or the
receipt of any other amount not constituting Rents from Real Property in respect
of, any REO Property in accordance with Sections 3.17(a) and 3.17(b).

            Section 3.18 Sale of REO Properties.

            (a) [Subject to Section 6.07], each of the Servicer and the Special
Servicer may sell or purchase, or permit the sale or purchase of, a Mortgage
Loan or REO Property only on the terms and subject to the conditions set forth
in this Section 3.18 or as otherwise expressly provided in or contemplated by
Section 2.03(b) and Section 9.01.

            (b) [Reserved.]

            (c) The Special Servicer shall use reasonable efforts to solicit
bids for each REO Property in such manner as will be reasonably likely to
realize a fair price within the time period provided for by Section 3.16(a).
Such solicitation shall be made in a commercially reasonable manner for a period
of not less than 90 days or more than 270 days. The Special Servicer shall
accept the highest cash bid received from any Person for such REO Property in an
amount at least equal to the Purchase Price therefor; provided that in the
absence of any such bid, the Special Servicer shall accept the highest cash bid
received from any Person that is determined by the Special Servicer to be a fair
price for such REO Property. If the Special Servicer reasonably believes that it
will be unable to realize a fair price for any REO Property within the time
constraints imposed by Section 3.16(a), then the Special Servicer shall dispose
of such REO Property upon such terms and conditions as the Special Servicer
shall deem necessary and desirable to maximize the recovery thereon under the
circumstances and, in connection therewith, shall accept the highest outstanding
cash bid, regardless of from whom received. Notwithstanding the foregoing, the
Special Servicer shall not be obligated by the foregoing or otherwise to accept
the highest bid if the Special Servicer determines, in accordance with the
Servicing Standards, that rejection of such bid would be in the best interests
of the Certificateholders. In the event that the Special Servicer determines
with respect to any REO Property that the offers being made with respect thereto
are not in the best interests of the Certificateholders and that the end of the
three-year period referred to in Section 3.16(a) with respect to such REO
Property is approaching, the Special Servicer shall seek an extension of such
three-year period in the manner described in Section 3.16(a); provided, however,
that the Special Servicer shall use its best efforts, consistent with the
Servicing Standards, to sell any REO Property prior to two years prior to the
Rated Final Distribution Date.

            The Special Servicer shall give the Trustee and the Servicer not
less than three Business Days' prior written notice of its intention to sell any
REO Property. No Interested Person shall be obligated to submit a bid to
purchase any Defaulted Mortgage Loan or 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 Defaulted
Mortgage Loan or any REO Property pursuant hereto.

                                      -96-
<PAGE>

            (d) Whether any cash bid constitutes a fair price for any REO
Property for purposes of Section 3.18(c), shall be determined by the Special
Servicer, if the highest bidder is a Person other than the Special Servicer, a
Holder of the Controlling Class or an Affiliate of either, and by the Trustee,
if the highest bidder is the Special Servicer, a Holder of the Controlling Class
or an Affiliate of either. In determining whether any bid received from the
Special Servicer, a Holder of the Controlling Class or an Affiliate of either
represents a fair price for any REO Property, the Trustee may conclusively rely
on the opinion of an Independent MAI-designated appraiser or other expert in
real estate matters retained by the Special Servicer at the expense of the Trust
Fund. In determining whether any bid constitutes a fair price for any REO
Property, such appraiser or other expert in real estate matters shall be
instructed to take into account, as applicable, among other factors, the period
and amount of any delinquency on the affected Defaulted Mortgage Loan, the
occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy and the obligation to dispose of any
REO Property within the time period specified in Section 3.16(a). The Purchase
Price for any REO Property shall in all cases be deemed a fair price.

            (e) Subject to subsections (a) through (d) above, the Special
Servicer shall act on behalf of the Trustee in negotiating and taking any other
action necessary or appropriate in connection with the sale of any REO Property,
and the collection of all amounts payable in connection therewith. Any sale of
any REO Property shall be final and without recourse to the Trustee or the Trust
Fund, and if such sale is consummated in accordance with the terms of this
Agreement, neither the Special Servicer nor the Trustee shall have any liability
to any Certificateholder with respect to the purchase price therefor accepted by
the Special Servicer or the Trustee.

            (f) Any sale of any REO Property shall be for cash only (unless
changes in the REMIC Provisions or authoritative interpretations thereof made or
issued subsequent to the Startup Day allow a sale for other consideration).

            Section 3.19 Sale of Defaulted Mortgage Loans.

            (a) A Mortgage Loan may be sold or purchased only on the terms and
subject to the conditions set forth in this Section 3.19 or as otherwise
expressly provided in or contemplated by Section 2.03 and Section 9.01, or, in
the case of a Mortgage Loan with related subordinate debt or a related mezzanine
loan, pursuant to the terms of the related intercreditor agreement.

            (b) Within 60 days after a Mortgage Loan becomes a Defaulted
Mortgage Loan, the Special Servicer shall determine the fair value of such
Mortgage Loan in accordance with the Servicing Standard; provided, however, that
such determination shall be made without taking into account any effect the
restrictions on the sale of such Mortgage Loan contained herein may have on the
value of such Defaulted Mortgage Loan; provided, further, that if the Special
Servicer is then in the process of obtaining a new Appraisal with respect to the
related Mortgaged Property, the Special Servicer shall make its fair value
determination as soon as reasonably practicable (but in any event within thirty
(30) days) after its receipt of such new Appraisal. The Special Servicer shall
recalculate, from time to time, but not less often than every 90 days, its
determination of the fair value of a Defaulted Mortgage Loan based upon

                                      -97-
<PAGE>

changed circumstances, new information or otherwise, in accordance with the
Servicing Standard. The Special Servicer shall notify the Trustee, the Servicer,
each Rating Agency, and the Directing Certificateholder, promptly upon its fair
value determination and any adjustment thereto. In determining the fair value of
any Defaulted Mortgage Loan, the Special Servicer shall take into account, among
other factors, the period and amount of the delinquency on such Mortgage Loan,
the occupancy level and physical condition of the related Mortgaged Property,
the state of the local economy in the area where the Mortgaged Property is
located, and the time and expense associated with a purchaser's foreclosing on
the related Mortgaged Property. In addition, the Special Servicer shall refer to
all other relevant information obtained by it or otherwise contained in the
Mortgage File; provided that, the Special Servicer shall take account of any
change in circumstances regarding the related Mortgaged Property known to the
Special Servicer that has occurred subsequent to, and that would, in the Special
Servicer's reasonable judgment, materially affect the value of the related
Mortgaged Property reflected in the most recent related Appraisal. Furthermore,
the Special Servicer may consider available objective third party information
obtained from generally available sources, as well as information obtained from
vendors providing real estate services to the Special Servicer, concerning the
market for distressed real estate loans and the real estate market for the
subject property type in the area where the related Mortgaged Property is
located. The Special Servicer may, to the extent it is reasonable to do so in
accordance with the Servicing Standard, conclusively rely on any opinions or
reports of qualified Independent experts in real estate or commercial mortgage
loan matters with at least five years' experience in valuing or investing in
loans similar to the subject Specially Serviced Loan, selected with reasonable
care by the Special Servicer, in making such determination. All reasonable costs
and expenses incurred by the Special Servicer pursuant to this Section 3.19(b)
shall constitute, and be reimbursable as, Servicing Advances. The other parties
to this Agreement shall cooperate with all reasonable requests for information
made by the Special Servicer in order to allow the Special Servicer to perform
its duties pursuant to this Section 3.19(b).

            (c) Subject to the terms set forth in Section 2.03, in the event a
Mortgage Loan becomes a Defaulted Mortgage Loan, each of the Directing
Certificateholder and the Special Servicer (but only if the Directing
Certificateholder or the Special Servicer, as applicable, is not an affiliate of
the related Mortgage Loan Seller) (in that order) (subject, in the case of any
Mortgage Loan as to which there is related subordinate or mezzanine debt, to any
rights to purchase such Defaulted Mortgage Loan set forth in the related
intercreditor agreement) shall have an assignable option (a "Purchase Option")
to purchase such Defaulted Mortgage Loan from the Trust Fund at a price (the
"Option Price") equal to (i) the Purchase Price, if the Special Servicer has not
yet determined the fair value of the Defaulted Mortgage Loan, or (ii) the fair
value of the Defaulted Mortgage Loan as determined by the Special Servicer in
the manner described in Section 3.19(b) and in accordance with the Servicing
Standard, if the Special Servicer has made such fair value determination. Any
holder of a Purchase Option may sell, transfer, assign or otherwise convey its
Purchase Option with respect to any Defaulted Mortgage Loan to any party at any
time after the related Mortgage Loan becomes a Defaulted Mortgage Loan. The
transferor of any Purchase Option shall notify the Trustee, the Special Servicer
and the Servicer of such transfer and such notice shall include the transferee's
name, address, telephone number, facsimile number and appropriate contact
person(s) and shall be acknowledged in writing by the transferee. If any holder
of the Purchase Option sells, transfers or otherwise conveys the Purchase Option
for no material consideration more than 90 days after

                                      -98-
<PAGE>

the Option Price has been determined, then the transferee shall pay a
Liquidation Fee in connection with the exercise of the Purchase Option.

            Notwithstanding the foregoing, the Directing Certificateholder shall
have the right to exercise its Purchase Option prior to any exercise of the
Purchase Option by the Special Servicer; provided, however, if the Purchase
Option is not exercised by the Directing Certificateholder or any assignee
thereof within 60 days of the initial determination of the fair value of such
Mortgage Loan, then the Special Servicer shall have the right to exercise its
Purchase Option prior to any exercise by the Directing Certificateholder and the
Special Servicer or its assignee may exercise such Purchase Option at any time
during the fifteen day period immediately following the expiration of such
60-day period. Following the expiration of each such fifteen day period, the
Directing Certificateholder shall again have the exclusive right to exercise the
Purchase Option.

            If not exercised earlier, the Purchase Option with respect to any
Defaulted Mortgage Loan will automatically terminate (i) once the related
Defaulted Mortgage Loan is no longer a Defaulted Mortgage Loan; provided,
however, that if such Mortgage Loan subsequently becomes a Defaulted Mortgage
Loan, the related Purchase Option shall again be exercisable after a new fair
value calculation is made pursuant to clause (b) above, (ii) upon the
acquisition, by or on behalf of the Trust Fund, of title to the related
Mortgaged Property through foreclosure or deed in lieu of foreclosure, (iii) the
modification or pay-off, in full or at a discount, of such Defaulted Mortgage
Loan in connection with a workout or (iv) upon a repurchase of a Defaulted
Mortgage Loan by the applicable Mortgage Loan Seller due to the Mortgage Loan
Seller's breach of a representation with respect to such Defaulted Mortgage
Loan.

            (d) Upon receipt of notice from the Special Servicer indicating that
a Mortgage Loan has become a Defaulted Mortgage Loan, the holder (whether the
original grantee of such option or any subsequent transferee) of the Purchase
Option may exercise the Purchase Option by providing the Servicer, the Special
Servicer and the Trustee at least five days prior written notice thereof (the
"Purchase Option Notice"), which notice shall identify the Person that, on its
own or through an Affiliate, will acquire the related Mortgage Loan upon closing
and shall specify a cash exercise price at least equal to the Option Price. The
Purchase Option Notice shall be delivered in the manner specified in Section
3.19(c). The exercise of any Purchase Option pursuant to this clause (d) shall
be irrevocable.

            (e) If the Special Servicer or, if the Directing Certificateholder
is an affiliate of the Special Servicer, the Directing Certificateholder or any
of their respective Affiliates is identified in the Purchase Option Notice as
the Person expected to acquire the related Mortgage Loan, the Servicer shall
determine (or, if the Special Servicer has made such determination, shall
confirm) the fair value and must retain an appraiser or other Independent third
party (either of whom must be an MAI) (at the expense of the Trust) that the
Servicer reasonably believes has the requisite experience to assist it to
determine the fair value (such person, the "Third Party Appraiser") and obtain
from such third party a determination as soon as reasonably practicable after
the Servicer has received the written notice, of whether the Option Price
represents fair value for the Defaulted Mortgage Loan; provided that, if the
Servicer requests the Third Party Appraiser to perform a new Appraisal with
respect to the related Mortgaged Property, then the Third Party Appraiser
retained by the Servicer shall make its fair value determination with

                                      -99-
<PAGE>

respect to such Mortgage Loan as soon as reasonably practicable (but in any
event within forty-five (45) days) after the completion of such new Appraisal.
Such fair value determination made by the Servicer shall be made in accordance
with the Servicing Standard; provided that, absent manifest error, the Servicer
may conclusively rely on the opinion of the Third Party Appraiser in making such
determination; provided that, in choosing such Third Party Appraiser the
Servicer shall use reasonable care in accordance with the Servicing Standard. In
determining the fair value of any Defaulted Mortgage Loan, the Third Party
Appraiser retained by the Servicer shall take into account, among other factors,
the period and amount of the delinquency on such Mortgage Loan, the occupancy
level and physical condition of the related Mortgaged Property, the state of the
local economy in the area where the Mortgaged Property is located, and the time
and expense associated with a purchaser's foreclosing on the related Mortgaged
Property. In addition, the Third Party Appraiser retained by the Servicer shall
refer to the Servicing Standard and all other relevant information delivered to
it by the Servicer or otherwise contained in the Mortgage File; provided that,
the Third Party Appraiser retained by the Servicer shall take account of any
known change in circumstances regarding the related Mortgaged Property that has
occurred subsequent to, and that would, in its reasonable judgment, materially
affect the value of the related Mortgaged Property. Furthermore, the Third Party
Appraiser retained by the Servicer shall consider all available objective
third-party information obtained from generally available sources, 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. The Third Party Appraiser retained by the Servicer may rely on the
opinion and reports of other parties in making such determination and on the
most current Appraisal obtained for the related Mortgaged Property pursuant to
this Agreement. The costs of the Third Party Appraiser and all appraisals,
inspection reports and broker opinions of value, reasonably incurred by such
Third Party Appraiser or otherwise incurred pursuant to this subsection shall be
advanced by the Servicer and shall constitute, and be reimbursable as, Servicing
Advances (or if such advance is deemed to be a Nonrecoverable Advance such costs
shall be reimbursable as Trust Fund expenses from the Certificate Account
pursuant to Section 3.05(a). The other parties to this Agreement shall cooperate
with all reasonable requests for information.

            (f) Unless and until the Purchase Option with respect to a Defaulted
Mortgage Loan is exercised or the Defaulted Mortgage Loan is purchased by a
subordinate or mezzanine lender, the Special Servicer shall pursue such other
resolution strategies available hereunder with respect to such Defaulted
Mortgage Loan, including, without limitation, workout and foreclosure, as the
Special Servicer may deem appropriate consistent with the Servicing Standard;
provided, however, the Special Servicer will not be permitted to sell the
Defaulted Mortgage Loan other than in connection with the exercise of the
related Purchase Option. In connection with the foregoing, the Special Servicer
may charge prospective bidders, and may retain, fees that approximate the
Special Servicer's actual costs in the preparation and delivery of information
pertaining to such sales or evaluating bids without obligation to deposit such
amounts into the Certificate Account or the REO Accounts.

            Section 3.20 Modifications, Waivers, Amendments and Consents.

            (a) Except as set forth in this Section 3.20(a), Section 3.20(i) and
Section 3.08, the Servicer shall not agree to any modification, waiver or
amendment of a Mortgage Loan, and, except as provided in the following
paragraph, Section 3.08(e), Section 3.08(f) and in

                                     -100-
<PAGE>

Section 3.20(d), no Mortgage Loan that is not a Specially Serviced Mortgage Loan
may be modified, waived or amended, provided, that the Special Servicer may
agree to extend the maturity date of a Mortgage Loan that is not a Specially
Serviced Mortgage Loan, provided, further, that, except as provided in the
following sentence, no such extension entered into pursuant to this Section
3.20(a) shall be for a period of more than twelve months from the original
maturity date of such Mortgage Loan or shall extend the maturity date beyond the
earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in
the case of a Mortgage Loan secured by a leasehold estate and not also the
related fee interest, the date twenty years prior to the expiration of such
leasehold estate. If such extension would extend the Maturity Date of a Mortgage
Loan for more than twelve months from and after the original maturity date of
such Mortgage Loan and the Mortgage Loan is not in default or default with
respect thereto is not reasonably foreseeable, the Special Servicer must provide
the Trustee with an opinion of counsel (at the expense of the related Mortgagor)
that such extension would not constitute a "significant modification" of the
Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).
Any substitution of collateral shall be treated hereunder as a modification or
amendment of the applicable Mortgage Loan.

            Notwithstanding the foregoing, the Servicer, may modify or amend the
terms of any Mortgage Loan without the consent of the Special Servicer in order
to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any
provisions therein which may be inconsistent with any other provisions therein
or correct any error, provided, that, if the Mortgage Loan is not in default or
default with respect thereto is not reasonably foreseeable, such modification or
amendment would not be a "significant modification" of the Mortgage Loan within
the meaning of Treasury Regulations Section 1.860G-2(b), and provided, further,
that the proposed modification or amendment will not cause (x) either the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC for
purposes of the Code or (y) either the Upper-Tier REMIC or the Lower-Tier REMIC
to be subject to any tax under the REMIC Provisions.

            Notwithstanding the foregoing, neither the Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion
thereof) for one or more other parcels of real property at any time the Mortgage
Loan is not in default pursuant to the terms of the related Mortgage Loan
documents or default with respect thereto is not reasonably foreseeable unless
either (i) such substitution is at the unilateral option of the Mortgagor or
otherwise occurs automatically pursuant to the terms of the Mortgage Loan,
within the meaning of Treasury Regulations Section 1.1001-3, or (ii) it has
received an Opinion of Counsel to the effect that such substitution would not be
a "significant modification" of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).

            (b) [Subject to Section 6.07], if the Special Servicer determines
that a modification, waiver or amendment (including, without limitation, the
forgiveness or deferral of interest or principal or the substitution of
collateral pursuant to the terms of the Mortgage Loan or otherwise, the release
of collateral or the pledge of additional collateral) of the terms of a
Specially Serviced Mortgage Loan with respect to which a payment default or
other material default has occurred or a payment default or other material
default is, in the Special Servicer's judgment, reasonably foreseeable (as
evidenced by an Officer's Certificate of the Special Servicer), is reasonably
likely to produce a greater recovery on a net present value basis (the relevant
discounting to be performed at the related Mortgage Rate) than liquidation of
such Specially Serviced Mortgage Loan, then the Special Servicer may, but is not
required to, [with the approval or deemed approval of the Extension Adviser, in
the case of an extension of the maturity of a Specially Serviced Mortgage Loan
beyond the third anniversary of such Mortgage Loan's original maturity date,]
agree to a modification, waiver or amendment of such

                                     -101-
<PAGE>

Specially Serviced Mortgage Loan, subject to the provisions of this Section
3.20(b) and Section 3.20(c).

            The Special Servicer shall use its best efforts to the extent
possible to cause each Specially Serviced Mortgage Loan to fully amortize prior
to the Rated Final Distribution Date and shall not agree to a modification,
waiver or amendment of any term of any Specially Serviced Mortgage Loan if such
modification, waiver or amendment would:

            (i) extend the maturity date of any such Specially Serviced Mortgage
      Loan to a date occurring later than the earlier of (a) two years prior to
      the Rated Final Distribution Date and (b) if such Specially Serviced
      Mortgage Loan is secured by a leasehold estate and not also the related
      fee interest, the date occurring twenty years prior to the expiration of
      such leasehold;

            (ii) reduce the related Net Mortgage Rate on any such Specially
      Serviced Mortgage Loan to less than the lesser of (a) the original Net
      Mortgage Rate and (b) ___% per annum; or

            (iii) provide for the deferral of interest unless (a) interest
      accrues thereon, generally, at the related Mortgage Rate and (b) the
      aggregate amount of such deferred interest does not exceed 10% of the
      unpaid principal balance of the Specially Serviced Mortgage Loan.

            (c) Any provision of this Section 3.20 to the contrary
notwithstanding, except when a Mortgage Loan is in default or default with
respect thereto is reasonably foreseeable, no fee described in this paragraph
shall be collected by any Servicer or Special Servicer from a Mortgagor (or on
behalf of the Mortgagor) in conjunction with any consent or any modification,
waiver or amendment of a Mortgage Loan (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such
consent, modification, waiver or amendment to be a "significant modification" of
the Mortgage Note within the meaning of Treasury Regulations Section
1.860G-2(b).

            (d) To the extent consistent with this Agreement, the Special
Servicer may agree to any waiver, modification or amendment of a Mortgage Loan
that is not in default or as to which default is not reasonably foreseeable if
it provides the Trustee with an Opinion of Counsel (at the expense of the
related Mortgagor or such other Person requesting such modification or, if such
expense cannot be collected from the related Mortgagor or such other Person, to
be paid by the Servicer as a Servicing Advance) to the effect that the
contemplated waiver, modification or amendment (i) will not be a "significant
modification" of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b) and (ii) will not cause (x) any of the Lower-Tier REMIC or
the Upper-Tier REMIC to fail to qualify as a REMIC for purposes of the Code or
(y) any of the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to any tax
under the REMIC Provisions. Notwithstanding the foregoing, the Special

                                     -102-
<PAGE>

Servicer may not waive the payment of any Prepayment Premiums or Yield
Maintenance Charge with respect to any Mortgage Loan that is not a Specially
Serviced Mortgage Loan.

            (e) In the event of a modification which creates Mortgage Deferred
Interest, such Mortgage Deferred Interest will be allocated to reduce the
Distributable Certificate Interest of the Class or Classes of Certificates
pursuant to Section 4.06.

            (f) Subject to Section 3.20(c), the Servicer and the Special
Servicer each may, as a condition to its granting any request by a Mortgagor for
consent, modification (including extensions), waiver or indulgence or any other
matter or thing, the granting of which is within the Servicer's or the Special
Servicer's, as the case may be, discretion pursuant to the terms of the
instruments evidencing or securing the related Mortgage Loan and is permitted by
the terms of this Agreement, require that such Mortgagor pay to the Servicer or
the Special Servicer, as the case may be, as additional servicing compensation,
a reasonable or customary fee, for the additional services performed in
connection with such request.

            (g) All modifications (including extensions), waivers and amendments
of the Mortgage Loans entered into pursuant to this Section 3.20 shall be in
writing, signed by the Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if
such guarantor's signature is required by the Special Servicer in accordance
with the Servicing Standards).

            (h) Each of the Servicer and the Special Servicer shall notify the
Rating Agencies, the Trustee, the Paying Agent, the Mortgage Loan Sellers (if
such Mortgage Loan Seller is not a Servicer or Subservicer of such Mortgage Loan
or a Certificateholder) and each other in writing of any modification, waiver or
amendment of any term of any Mortgage Loan and the date thereof, and shall
deliver to the Trustee or the related Custodian for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment, promptly (and in any event within 10 Business
Days) following the execution thereof. In addition, the Special Servicer shall
promptly send a copy of such a modification, waiver or amendment to the
Servicer. Within 15 days of the Servicer's delivery of the aforesaid
modification, waiver or amendment to the Trustee or its receipt from the Special
Servicer, as applicable, the Servicer shall forward a copy thereof to each
Holder of a Class [F], Class [G] and Class [H] Certificate.

            (i) To the extent that either the Servicer or Special Servicer
waives any Penalty Charges in respect of any Mortgage Loan, the respective
amounts of additional servicing compensation payable to the Servicer and the
Special Servicer out of such Penalty Charges shall be reduced proportionately
based upon the respective amounts that had been payable thereto out of such
Penalty Charges immediately prior to such waiver.

            (j) Notwithstanding the foregoing, neither the Servicer nor the
Special Servicer shall permit the substitution of any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan set forth on Schedule
4 (or any portion thereof) unless such defeasance complies with Treasury
Regulations Section 1.860G-2(a)(8) and the Servicer or the Special Servicer, as
applicable, has received (i) a certificate of an Independent certified public
accountant to the effect that such substituted property will provide cash flows
sufficient to meet

                                     -103-
<PAGE>

all payments of interest and principal (including payments at maturity) on such
Mortgage Loan in compliance with the requirements of the terms of the related
Mortgage Loan documents, (ii) one or more Opinions of Counsel (at the expense of
the related Mortgagor) to the effect that the Trustee, on behalf of the Trust
Fund, will have a first priority perfected security interest in such substituted
Mortgage Property; provided, however, that to the extent the related Mortgage
Loan documents provide the lender with discretion, the Servicer shall require
that the related Mortgagor pay the cost of any such opinion as a condition to
granting such defeasance, (iii) to the extent required under the related
Mortgage Loan documents, or to the extent the Mortgage Loan documents provide
the lender with discretion, the Servicer shall require the borrower to establish
a single purpose entity to act as a successor borrower, and (iv) to the extent
permissible under the Mortgage Loan documents, the Servicer shall require the
related Mortgagor to obtain written confirmation from the Rating Agencies that
such defeasance will not cause the downgrade, withdrawal or modification of the
then current ratings of the Certificates; provided, however, that the Servicer
shall not require the related Mortgagor to obtain such written confirmation from
[__________] to the extent that such Mortgagor has obtained the certificate
required pursuant to clause (i) above, obtained the opinion required pursuant to
clause (ii) above and established the single purpose entity pursuant to clause
(iii) above.

            Section 3.21 Transfer of Servicing Between Servicer and Special
                         Servicer; Record Keeping; Asset Status Report.

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan, the Servicer shall immediately give notice
thereof, and shall deliver the related Mortgage File and Credit File to the
Special Servicer and shall use its best efforts to provide the Special Servicer
with all information, documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to the
Mortgage Loan either in the Servicer's possession or otherwise available to the
Servicer without undue burden or expense, and reasonably requested by the
Special Servicer to enable it to assume its functions hereunder with respect
thereto. The Servicer shall use its best efforts to comply with the preceding
sentence within 5 Business Days of the occurrence of each related Servicing
Transfer Event and in any event shall continue to act as Servicer and
administrator of such Mortgage Loan until the Special Servicer has commenced the
servicing of such Mortgage Loan, which will commence upon receipt by the Special
Servicer of the Mortgage File. The Servicer shall deliver to the Trustee, the
Paying Agent, the Underwriters, the Placement Agents and to each Holder of a
Class [F], Class [G] and Class [H] Certificate a copy of the notice of such
Servicing Transfer Event provided by the Servicer to the Special Servicer
pursuant to this Section. The Paying Agent shall deliver to each Controlling
Class Certificateholder a copy of the notice of such Servicing Transfer Event
provided by the Servicer pursuant to this Section.

            Upon determining that a Specially Serviced Mortgage Loan (other than
an REO Loan) has become current and has remained current for three consecutive
Monthly Payments (provided, that (i) no additional Servicing Transfer Event is
foreseeable in the reasonable judgment of the Special Servicer, and (ii) for
such purposes taking into account any modification or amendment of such Mortgage
Loan), and that no other Servicing Transfer Event is continuing with respect
thereto, the Special Servicer shall immediately give notice thereof, and shall
return the related Mortgage File

                                     -104-
<PAGE>

and Credit File to the Servicer (or copies thereof if copies only were delivered
to the Special Servicer) and upon giving such notice, and returning such
Mortgage File and Credit File to the Servicer, the Special Servicer's obligation
to service such Corrected Mortgage Loan shall terminate and the obligations of
the Servicer to service and administer such Mortgage Loan shall re-commence.

            (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer will provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (with a
copy of each such original to the Servicer), and provide the Servicer with
copies of any additional related Mortgage Loan information including
correspondence with the related Mortgagor.

            (c) Notwithstanding the provisions of Section 3.12(d), the Servicer
shall maintain ongoing payment records with respect to each of the Specially
Serviced Mortgage Loans and REO Properties and shall provide the Special
Servicer with any information in its possession required by the Special Servicer
to perform its duties under this Agreement provided that the Servicer shall only
be required to maintain in such records to the extent the Special Servicer has
provided such information to the Servicer.

            (d) No later than 30 days after a Servicing Transfer Event for a
Mortgage Loan, the Special Servicer shall deliver to the Trustee, the Servicer,
the Mortgage Loan Sellers (if such Mortgage Loan Seller is not Servicer or
Subservicer of such Mortgage Loan), each Rating Agency, each Class [H]
Certificateholder and subsequent Controlling Class Certificateholder certified
as such by the Certificate Registrar (who shall also furnish the address of each
Controlling Class Certificateholder) and the Directing Certificateholder a
report (the "Asset Status Report") with respect to such Mortgage Loan and the
related Mortgaged Property, provided, however, the Special Servicer shall not be
required to deliver an Asset Status Report to the Directing Certificateholder if
they are the same entity. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable:

            (i) summary of the status of such Specially Serviced Mortgage Loan
      and any negotiations with the related Mortgagor;

            (ii) a discussion of the legal and environmental considerations
      reasonably known to the Special Servicer, consistent with the Servicing
      Standards, that are applicable to the exercise of remedies as aforesaid
      and to the enforcement of any related guaranties or other collateral for
      the related Mortgage Loan and whether outside legal counsel has been
      retained;

            (iii) the most current rent roll and income or operating statement
      available for the related Mortgaged Property;

            (iv) the Special Servicer's recommendations on how such Specially
      Serviced Mortgage Loan might be returned to performing status and returned
      to the Servicer for regular servicing or otherwise realized upon;

            (v) a copy of the last obtained Appraisal of the Mortgaged Property;
      and

            (vi) such other information as the Special Servicer deems relevant
      in light of the Servicing Standards.

                                     -105-
<PAGE>

            If within 10 Business Days of receiving an Asset Status Report, the
Directing Certificateholder does not disapprove such Asset Status Report in
writing, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law, the Servicing Standards
or the terms of the applicable Mortgage Loan documents. If the Directing
Certificateholder disapproves such Asset Status Report, the Special Servicer
will revise such Asset Status Report and deliver to the Directing
Certificateholder, the Rating Agencies and the Servicer a new Asset Status
Report as soon as practicable, but in no event later than 30 days after such
disapproval. The Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(d) until the Directing Certificateholder
shall fail to disapprove such revised Asset Status Report in writing within 10
Business Days of receiving such revised Asset Status Report or until the Special
Servicer makes one of the determinations described below. Notwithstanding the
foregoing, in the event the Directing Certificateholder and the Special Servicer
have been unable to agree upon an Asset Status Report with respect to a
Specially Serviced Mortgage Loan within 90 days of the Directing
Certificateholder's receipt of the initial Asset Status Report, the Special
Servicer shall implement the actions described in the most recent Asset Status
Report submitted to the Directing Certificateholder by the Special Servicer. The
Special Servicer may, from time to time, modify any Asset Status Report it has
previously delivered and implement such report, provided such report shall have
been prepared, reviewed and not rejected pursuant to the terms of this Section.
Notwithstanding the foregoing, the Special Servicer (i) may, following the
occurrence of an extraordinary event with respect to the related Mortgaged
Property, take any action set forth in such Asset Status Report before the
expiration of a 10 Business Day period if the Special Servicer has reasonably
determined that failure to take such action would materially and adversely
affect the interests of the Certificateholders and it has made a reasonable
effort to contact the Directing Certificateholder and (ii) in any case, shall
determine whether such affirmative disapproval is not in the best interest of
all the Certificateholders pursuant to the Servicing Standards. Upon making such
determination, the Special Servicer shall notify the Paying Agent and the
Trustee of such rejection and deliver to the Paying Agent and the Trustee a
proposed notice to Certificateholders which shall include a copy of the Asset
Status Report, and the Paying Agent shall send such notice to all
Certificateholders. If the majority of such Certificateholders, as determined by
Voting Rights, fail, within 5 days of the Paying Agent's sending such notice, to
reject such Asset Status Report, the Special Servicer shall implement the same.
If the Asset Status Report is rejected by the Certificateholders, the Special
Servicer shall revise such Asset Status Report as described above in this
Section 3.21(e). The Paying Agent shall be entitled to reimbursement from the
Trust Fund for the reasonable expenses of providing such notices.

            The Special Servicer shall have the authority to meet with the
Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with the Servicing Standards and the related Asset Status Report. The
Special Servicer shall not take any action inconsistent with the related Asset
Status Report, unless such action would be required in order to act in
accordance with the Servicing Standards.

            No direction of the Directing Certificateholder shall (a) require or
cause the Special Servicer to violate the terms of a Specially Serviced Mortgage
Loan, applicable law or any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the Servicing Standards and to
maintain the REMIC status of the Lower-Tier REMIC and

                                     -106-
<PAGE>

the Upper-Tier REMIC, or (b) result in the imposition of a "prohibited
transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c)
expose the Servicer, the Special Servicer, the Depositor, the Mortgage Loan
Sellers, the Trust Fund, the Trustee or their officers, directors, employees or
agents to any claim, suit or liability or (d) materially expand the scope of the
Special Servicer's, Trustee's or the Servicer's responsibilities under this
Agreement.

            (e) Upon receiving notice of (i) the occurrence of the events
described in clause (iv) of the definition of Servicing Transfer Event (without
regard to the 60 day period set forth therein) or (ii) the request by a
Mortgagor for the amendment or modification of a Mortgage Loan which is not a
Specially Serviced Mortgage Loan for which either the consent of the Special
Servicer is required or the Special Servicer is responsible for such amendment
or modification pursuant to Section 3.20, the Servicer shall immediately give
notice thereof, and shall deliver copies of the related Mortgage File and Credit
File to the Special Servicer and shall use its reasonable best efforts to
provide the Special Servicer with all information relating to the Mortgage Loan
and reasonably requested by the Special Servicer to enable it to negotiate with
the related Mortgagor and prepare for any such proceedings. The Servicer shall
use its reasonable best efforts to comply with the preceding sentence within 5
Business Days of the occurrence of each such event. Upon receiving such
documents and information, the Special Servicer shall treat such Mortgage Loan
as if it were a Specially Serviced Mortgage Loan. Notwithstanding the foregoing,
the occurrence of any event described in clause (i) or (ii) above shall not in
and of itself be considered a Servicing Transfer Event and, unless a Servicing
Transfer Event has occurred with respect to a related Mortgage Loan, the
Servicer shall continue to act as Servicer and administrator of such Mortgage
Loan and no fees shall be payable to the Special Servicer with respect to such
Mortgage Loan other than any related modification, assumption or extension fees
provided for herein; provided, however, that in the event a Mortgage Loan
subject to clause (i) above becomes a Specially Serviced Mortgage Loan, such
Mortgage Loan shall be deemed to have been a Specially Serviced Mortgage Loan
upon the occurrence of the event described in clause (i) above and a Special
Servicing Fee shall be paid with respect thereto.

            Section 3.22 Sub-Servicing Agreements.

            (a) The Servicer may enter into Sub-Servicing Agreements to provide
for the performance by third parties of any or all of its respective obligations
under Articles III and IV hereof; provided that the Sub-Servicing Agreement as
amended or modified: (i) is consistent with this Agreement in all material
respects and requires the Sub-Servicer to comply with all of the applicable
conditions of this Agreement; (ii) provides that if the Servicer shall for any
reason no longer act in such capacity hereunder (including, without limitation,
by reason of an Event of Default), the Trustee or its designee shall thereupon
assume all of the rights and, except to the extent they arose prior to the date
of assumption, obligations of the Servicer under such agreement, or,
alternatively, may act in accordance with Section 7.02 hereof under the
circumstances described therein (subject to Section 3.22(g) hereof); (iii)
provides that the Trustee for the benefit of the Certificateholders and the
Trustee (as holder of the Uncertificated Lower-Tier Interests [and the Class
A-3FL Regular Interest]) shall be a third party beneficiary under such
Sub-Servicing Agreement, but that (except to the extent the Trustee or its
designee assumes the obligations of the Servicer thereunder as contemplated by
the immediately preceding clause (ii)) none of the Trust Fund, the Trustee, any
successor Servicer or any Certificateholder shall

                                     -107-
<PAGE>

have any duties under such Sub-Servicing Agreement or any liabilities arising
therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this
Agreement to terminate such Sub-Servicing Agreement with respect to such
purchased Mortgage Loan at its option and without penalty and (v) does not
permit the Sub-Servicer any direct rights of indemnification that may be
satisfied out of assets of the Trust Fund. Any successor Servicer hereunder
shall, upon becoming successor Servicer, be assigned and shall assume any
Sub-Servicing Agreements from the predecessor Servicer (subject to Section
3.22(g) hereof). In addition, each Sub-Servicing Agreement entered into by the
Servicer may provide that the obligations of the Sub-Servicer thereunder shall
terminate with respect to any Mortgage Loan serviced thereunder at the time such
Mortgage Loan becomes a Specially Serviced Mortgage Loan; provided, however,
that the Sub-Servicing Agreement may provide that the Sub-Servicer will continue
to make all Advances and calculations and prepare all reports required under the
Sub-Servicing Agreement with respect to Specially Serviced Mortgage Loans and
continue to collect its Servicing Fee as if no Servicing Transfer Event had
occurred and with respect to REO Properties (and the related REO Loans) as if no
REO Acquisition had occurred and to render such incidental services with respect
to such Specially Serviced Mortgage Loans and REO Properties as are specifically
provided for in such Sub-Servicing Agreement. The Servicer shall deliver to the
Trustee and the Paying Agent 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. References in this Agreement to
actions taken or to be taken by the Servicer include actions taken or to be
taken by a Sub-Servicer on behalf of the Servicer; and, in connection therewith,
all amounts advanced by any Sub-Servicer to satisfy the obligations of the
Servicer hereunder to make Advances shall be deemed to have been advanced by the
Servicer out of its own funds and, accordingly, such Advances shall be
recoverable by such Sub-Servicer in the same manner and out of the same funds as
if such Sub-Servicer were the Servicer, and, for so long as they are
outstanding, such Advances shall accrue interest in accordance with Section
3.03(e), such interest to be allocable between the Servicer and such
Sub-Servicer pursuant to the terms of the Sub-Servicing Agreement. For purposes
of this Agreement, the Servicer shall be deemed to have received any payment
when a Sub-Servicer retained by it receives such payment. The Servicer shall
notify the Special Servicer, the Trustee and the Depositor in writing promptly
of the appointment by it of any Sub-Servicer. Except as otherwise provided
herein, the Special Servicer may not enter into Sub-Servicing Agreements and may
not assign any of its servicing obligations hereunder.

            (b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law.

            (c) As part of its servicing activities hereunder, the Servicer, for
the benefit of the Trustee and the Certificateholders, shall (at no expense to
the Trustee, the Certificateholders or the Trust Fund) monitor the performance
and enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement; provided, however, with respect to the Sub-Servicing Agreement (the
"[__________] Sub-Servicing Agreement") with [__________] ("[__________]") dated
as of the date hereof, so long as [__________] is an approved master servicer by
each of the Rating Agencies, the Servicer's obligation to monitor [__________]
shall not require the Servicer to exercise approval rights with respect to the
actions of [__________] pursuant to the [__________] Sub-Servicing Agreement.
Such enforcement, including, without

                                     -108-
<PAGE>

limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements in accordance with their respective terms and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Servicer would require were it the owner of the Mortgage
Loans. The Servicer shall have the right to remove a Sub-Servicer retained by it
in accordance with the terms of the related Sub-Servicing Agreement.

            (d) In the event the Trustee or its designee becomes successor
Servicer and assumes the rights and obligations of the Servicer under any
Sub-Servicing Agreement, the Servicer, at its expense, shall deliver to the
assuming party all documents and records relating to such Sub-Servicing
Agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected and held on behalf of it thereunder, and
otherwise use reasonable efforts to effect the orderly and efficient transfer of
the Sub-Servicing Agreement to the assuming party.

            (e) Notwithstanding the provisions of any Sub-Servicing Agreement,
the Servicer represents and warrants that it shall remain obligated and liable
to the Trustee and the Certificateholders for the performance of its obligations
and duties under this Agreement in accordance with the provisions hereof to the
same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans for which it is responsible, and
the Servicer shall pay the fees of any Sub-Servicer thereunder from its own
funds. In no event shall the Trust Fund bear any termination fee required to be
paid to any Sub-Servicer as a result of such Sub-Servicer's termination under
any Sub-Servicing Agreement.

            (f) The Trustee shall furnish to any Sub-Servicer any powers of
attorney and other documents necessary or appropriate to enable such
Sub-Servicer to carry out its servicing and administrative duties under any
Sub-Servicing Agreement; provided, however, that the Trustee shall not be held
liable for any negligence, and shall be indemnified by the Sub-Servicer, with
respect to, or misuse of, any such power of attorney by a Sub-Servicer.

            (g) Each Sub-Servicing Agreement shall provide that, in the event
the Trustee or any other Person becomes successor Servicer, the Trustee or such
successor Servicer shall have the right to terminate such Sub-Servicing
Agreement with or without cause and without a fee. Notwithstanding the
foregoing, the Trustee and any successor Servicer shall assume the [__________]
Sub-Servicing Agreement unless [__________] has been terminated in accordance
with the succeeding paragraph.

            In the event [__________] is not an acceptable master servicer to
[__________], and does not have an approved servicer rating from [__________] at
the time the Trustee or a successor Trustee becomes successor Servicer,
[__________] shall have 30 days after notice from the Trustee or the successor
Trustee to either (i) cure such failure or (ii) assign such Sub-Servicing
Agreement to a Successful Sub-Servicing Bidder (as defined below). If
[__________] fails to either (i) cure such failure or (ii) assign such
Sub-Servicing Agreement to a Successful Sub-Servicing Bidder, the Trustee or the
successor Servicer may terminate the [__________] Sub-Servicing Agreement.

            A "Successful Sub-Servicing Bidder" will be any prospective
subservicer candidate reasonably acceptable to the Depositor and acceptable to
the Rating Agencies, as

                                     -109-
<PAGE>

evidenced by written confirmation from the Rating Agencies that the assumption
by such Successful Sub-Servicing Bidder of the [__________] Sub-Servicing
Agreement will not cause the downgrade, withdrawal or qualification of the then
current ratings of the Certificates, which candidate would be eligible to act as
Sub-Servicer hereunder.

            (h) Promptly (but in no event later than 5 Business Days) after the
execution of any Sub-Servicing Agreement, the Servicer shall forward a copy of
such Sub-Servicing Agreement to the Trustee and the Special Servicer. The
Special Servicer shall comply with the terms of each such Sub-Servicing
Agreement to the extent the terms thereof are not inconsistent with the terms of
this Agreement and the Special Servicer's obligations hereunder. With respect to
Mortgage Loans subject to a Sub-Servicing Agreement, the Special Servicer shall,
among other things, remit amounts, deliver reports and information, and afford
access to facilities and information to the related Sub-Servicer that would be
required to be remitted, delivered or afforded, as the case may be, to the
Servicer pursuant to the terms hereof within a sufficient period of time to
allow the Sub-Servicer to fulfill its obligations under such Sub-Servicing
Agreement and in no event later than 1 Business Day prior to the applicable
Determination Date (or such other date as specified herein).

            Section 3.23 Representations, Warranties and Covenants of the
Servicer.

            (a) The Servicer hereby represents and warrants to the Trustee, for
its own benefit and the benefit of the Certificateholders, and to the Depositor,
the Special Servicer and the Fiscal Agent, as of the Closing Date, that:

            (i) The Servicer is a [__________] duly organized, validly existing
      and in good standing under the laws of the State of [__________], and the
      Servicer is in compliance with the laws of each State in which any
      Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement;

            (ii) The execution and delivery of this Agreement by the Servicer,
      and the performance and compliance with the terms of this Agreement by the
      Servicer, will not violate the Servicer's [_____] and [_____] or
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in the breach of, any
      material agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets, or result in the violation of any
      law, rule, regulation, order, judgment or decree to which the Servicer or
      its property is subject;

            (iii) This Agreement, assuming due authorization, execution and
      delivery by the Trustee, the Special Servicer and the Depositor,
      constitutes a valid, legal and binding obligation of the Servicer,
      enforceable against the Servicer in accordance with the terms hereof,
      subject to applicable bankruptcy, insolvency, reorganization, moratorium
      and other laws affecting the enforcement of creditors' rights generally,
      and general principles of equity, regardless of whether such enforcement
      is considered in a proceeding in equity or at law;

            (iv) The Servicer is not in default with respect to any law, any
      order or decree of any court, or any order, regulation or demand of any
      federal, state, municipal or

                                     -110-
<PAGE>

      governmental agency, which default might have consequences that would
      materially and adversely affect the condition (financial or other) or
      operations of the Servicer or its properties or might have consequences
      that would materially and adversely affect its ability to perform its
      duties and obligations hereunder;

            (v) No litigation is pending or, to the best of the Servicer's
      knowledge, threatened against the Servicer which would prohibit the
      Servicer from entering into this Agreement or, in the Servicer's good
      faith and reasonable judgment, is likely to materially and adversely
      affect either the ability of the Servicer to perform its obligations under
      this Agreement or the financial condition of the Servicer;

            (vi) The Servicer will examine each Sub-Servicing Agreement and will
      be familiar with the terms thereof. Any Sub-Servicing Agreements will
      comply with the provisions of Section 3.22;

            (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 Servicer, or compliance by the Servicer with, this
      Agreement or the consummation of the transactions contemplated by this
      Agreement, except for any consent, approval, authorization or order which
      has not been obtained or cannot be obtained prior to the actual
      performance by the Servicer of its obligations under this Agreement, and
      which, if not obtained would not have a materially adverse effect on the
      ability of the Servicer to perform its obligations hereunder; and

            (viii) The Servicer has 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.

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement. The Servicer
shall indemnify the Trustee, the Fiscal Agent and the Trust Fund and hold each
of them harmless against any losses, damages, penalties, fines, forfeitures, and
reasonable legal fees and related costs, judgments, and other costs and expenses
resulting from any claim, demand, defense or assertion arising from, or
resulting from a material breach of the Servicer's representations and
warranties contained in paragraph (a) above. Such indemnification shall survive
any termination or resignation of the Servicer, any resignation or termination
of the Trustee and any termination of the Agreement.

            Section 3.24 Representations, Warranties and Covenants of the
                         Special Servicer.

            (a) The Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor, the Servicer and the Fiscal Agent, as of the Closing Date, that:

            (i) The Special Servicer is a [__________] duly organized, validly
      existing and in good standing under the laws of the State of _______, and
      the Special Servicer is in compliance with the laws of each State in which
      any Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement;

                                     -111-
<PAGE>

            (ii) The execution and delivery of this Agreement by the Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Special Servicer, will not violate the Special Servicer's
      [__________] and [__________] or constitute a default (or an event which,
      with notice or lapse of time, or both, would constitute a default) under,
      or result in the breach of, any material agreement or other instrument to
      which it is a party or which is applicable to it or any of its assets, or
      result in the violation of any law, rule, regulation, order, judgment or
      decree to which the Special Servicer or its property is subject;

            (iii) The Special Servicer has the full power and authority to enter
      into and consummate all transactions contemplated by this Agreement, has
      duly authorized the execution, delivery and performance of this Agreement,
      and has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Special Servicer, enforceable against the
      Special Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws affecting the enforcement of creditors' rights generally and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law;

            (v) The Special Servicer is not in violation of, and its execution
      and delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Special Servicer's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the Special Servicer to perform its obligations under this
      Agreement or the financial condition of the Special Servicer;

            (vi) No litigation is pending or, to the best of the Special
      Servicer's knowledge, threatened against the Special Servicer which would
      prohibit the Special Servicer from entering into this Agreement or, in the
      Special Servicer's good faith and reasonable judgment, is likely to
      materially and adversely affect either the ability of the Special Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Special Servicer;

            (vii) Each officer, director, manager or employee of the Special
      Servicer that has or, following the occurrence of a Servicing Transfer
      Event, would have responsibilities concerning the servicing and
      administration of Mortgage Loans is covered by errors and omissions
      insurance in the amounts and with the coverage required by Section
      3.07(c). Neither the Special Servicer nor any of its officers, directors,
      managers or employees that is or, following the occurrence of a Servicing
      Transfer Event, would be involved in the servicing or administration of
      Mortgage Loans has been refused such coverage or insurance; and

                                     -112-
<PAGE>

            (viii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Special Servicer, or compliance by the Special Servicer
      with, this Agreement or the consummation of the transactions contemplated
      by this Agreement, except for any consent, approval, authorization or
      order which has not been obtained or cannot be obtained prior to the
      actual performance by the Special Servicer of its obligations under this
      Agreement, and which, if not obtained would not have a materially adverse
      effect on the ability of the Special Servicer to perform its obligations
      hereunder.

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement. The Special
Servicer shall indemnify the Trustee, the Fiscal Agent and the Trust Fund and
hold them harmless against any losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments and other costs and expenses
resulting from any claim, demand, defense or assertion based on or grounded
upon, or resulting from a material breach of the Special Servicer's
representations and warranties contained in paragraph (a) above. Such
indemnification shall survive any termination or resignation of the Special
Servicer, the termination or resignation of the Trustee and any termination of
the Agreement.

            Section 3.25 [Interest Reserve Account.]

            (a) [On each P&I Advance Date relating to any Interest Accrual
Period ending in any January and on any P&I Advance Date which occurs in a year
which is not a leap year relating to any Interest Accrual Period ending in any
December, the Paying Agent, in respect of the Interest Reserve Loans, shall
deposit into the Interest Reserve Account, an amount equal to one day's interest
on the Stated Principal Balance of the Interest Reserve Loans as of the Due Date
occurring in the month preceding the month in which such P&I Advance Date occurs
at the related Mortgage Rate, to the extent a full Monthly Payment or P&I
Advance is made in respect thereof (all amounts so deposited in any consecutive
February and January, "Withheld Amounts").

            (b) On each P&I Advance Date occurring in March, the Paying Agent
shall withdraw, from the Interest Reserve Account an amount equal to the
Withheld Amounts from the preceding January (if applicable) and February, if
any, and deposit such amount into the Lower-Tier Distribution Account.]

            Section 3.26 [Excess Interest Distribution Account.]

            [Prior to the applicable Distribution Date, the Servicer is required
to remit to the Paying Agent for deposit into the Excess Interest Distribution
Account an amount equal to the Excess Interest received during the related Due
Period.]

            Section 3.27 [Duties of the Extension Adviser.]

            (a) [The Special Servicer may not extend the maturity of any
Specially Serviced Mortgage Loan beyond the third anniversary of such Mortgage
Loan's original maturity date, unless the Extension Adviser elected pursuant to
Section 3.26 shall have approved such extension in writing within 10 days after
receiving from the Special Servicer the information,

                                     -113-
<PAGE>

analysis and certification required by Section 3.25(b). If a written objection
to such extension from the Extension Adviser has not been received by the
Special Servicer within said 10-day period, then the Extension Adviser's
approval shall be deemed to have been given.

            (b) The Special Servicer shall, with respect to any proposed
extension of a Specially Serviced Mortgage Loan beyond the third anniversary of
such Mortgage Loan's original maturity date, prepare and deliver to the
Extension Adviser, a summary of such proposed extension and an analysis
summarizing the basis of its conclusion that such extension is reasonably likely
to produce a greater recovery on a present value basis (the relevant discounting
to be performed at the related Net Mortgage Rate) than liquidation of such
Mortgage Loan. Such analysis shall specify the basis on which the Special
Servicer has made such determination, including the status of any existing
material default or the grounds for concluding that a payment default is
imminent. The Special Servicer shall promptly provide the Extension Adviser with
such information as is reasonably requested by the Extension Adviser (including,
without limitation, operating statements, rents rolls, appraisals, environmental
reports, inspection reports and financial statements of the applicable
Mortgagor) in connection with any proposed extension that is in the Special
Servicer's possession or is reasonably obtainable by the Special Servicer. The
Extension Adviser shall be entitled to rely on the information provided by the
Special Servicer without any independent investigation or verification on the
part of the Extension Adviser. In addition, the Special Servicer, in connection
with each request for extension, shall provide to the Extension Adviser an
Officer's Certificate confirming that all conditions precedent to the granting
of any such extension set forth in this Agreement (other than the approval of
the Extension Adviser) have been satisfied.

            (c) No direction of the Extension Adviser shall (i) require or cause
the Special Servicer to violate the terms of a Specially Serviced Mortgage Loan,
applicable law or any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the Servicing Standards and to
maintain the REMIC status of the Lower-Tier REMIC and the Upper-Tier REMIC, or
(ii) result in the imposition of a "prohibited transaction" or "prohibited
contribution" tax under the REMIC Provisions, or (iii) expose the Servicer, the
Special Servicer, the Depositor, the Mortgage Loan Seller, the Trust Fund, the
Trustee, the Fiscal Agent or their officers, directors, employees or agents to
any claim, suit or liability or (iv) materially expand the scope of the Special
Servicer's or the Servicer's responsibilities under this Agreement.]

            Section 3.28 [Extension Adviser; Elections.]

            (a) [The Class [A], Class [B], Class [C], Class [D] and Class [E]
Certificateholders will be entitled to elect, and shall be deemed to have
elected, the Trustee or a designee of the Trustee as their representative (the
"Extension Adviser") as provided in this Section 3.26. The Trustee (or any other
Person duly elected as Extension Adviser) may resign as Extension Adviser at any
time for any reason or no reason upon not less than five Business Days' written
notice to the Depositor, the Trustee, the Special Servicer, the Servicer and
each Class [A], Class [B], Class [C], Class [D] and Class [E] Certificateholder.
Promptly after the Closing Date (but in no event later than 30 days after the
Closing Date), the Trustee shall hold an election to determine the Extension
Adviser. In addition, upon (i) the receipt by the Trustee of written requests
for an election of an Extension Adviser from such Certificateholders

                                     -114-
<PAGE>

representing more than 50% of the Voting Rights of all the Class [A], Class [B],
Class [C], Class [D] and Class [E] Certificates or (ii) the resignation or
removal of the Person acting as Extension Adviser, an election of a successor
Extension Adviser shall be held commencing as soon as practicable thereafter.
The Extension Adviser shall be elected for the purpose of approving certain
actions of the Special Servicer specified herein in respect of extending the
maturity of any Specially Serviced Mortgage Loan beyond the third anniversary of
its original maturity date. The Extension Adviser shall not be entitled to
receive a fee for acting in such capacity.

            (b) Promptly after the Closing Date and after any such receipt,
resignation, removal or determination contemplated by Section 3.26(a), the
Trustee shall call a meeting of the Holders of the Class [A], Class [B], Class
[C], Class [D] and Class [E] Certificates, if any, for the purpose of electing
an Extension Adviser. Notice of any such meeting of such Holders shall be mailed
or delivered to each Holder not less than 10 days nor more than 60 days prior to
the meeting; provided, however, that notice of the initial election shall be
mailed or delivered no later than 3 days after the Closing Date. The notice
shall state the place and the time of the meeting, which may be held by
telephone. Certificateholders representing a majority (by Certificate Balance)
of the Certificates of the applicable Class or Classes, present in person or
represented by proxy, shall constitute a quorum for the nomination of an
Extension Adviser. At the meeting, each such Holder shall be entitled to
nominate one Person to act as Extension Adviser. The Trustee shall cause the
election of the Extension Adviser to be held as soon thereafter as convenient.

            (c) Each Holder of a Class [A], Class [B], Class [C], Class [D] and
Class [E] Certificate shall be entitled to vote in each election of the
Extension Adviser. The voting in each election of the Extension Adviser shall be
in writing mailed, delivered or sent by courier and actually received by the
Trustee on or prior to the date of such election. Immediately upon receipt by
the Trustee of votes (which have not been rescinded) from the Holders of such
Certificates representing more than 50% of the Voting Rights of all the Class
[A], Class [B], Class [C], Class [D] and Class [E] Certificates, which votes are
cast for a single Person, such Person shall be, upon such Person's acceptance,
the Extension Adviser. In the event that after the Closing Date an Extension
Adviser shall have resigned or been removed and a successor Extension Adviser
shall not have been elected, there shall be no Extension Adviser.
Notwithstanding anything to the contrary contained herein, the Special Servicer
shall not have any right or obligation to consult with or to seek and/or obtain
approval or direction from an Extension Adviser, and provisions of this
Agreement relating thereto shall be of no effect, in any event during any such
period that there is no Extension Adviser.

            (d) The Extension Adviser may be removed at any time by the written
vote, copies of which must be delivered to the Trustee, of Holders of such
Certificates representing more than 50% of the Voting Rights of all the Class
[A], Class [B], Class [C], Class [D] and Class [E] Certificates.

            (e) The Trustee shall act as judge of each election of an Extension
Adviser, and, absent manifest error, the determination of the results of any
such election by the Trustee shall be conclusive. Notwithstanding any other
provisions of this Section 3.26, the Trustee may make such reasonable
regulations as it may deem advisable for any such election. Upon election

                                     -115-
<PAGE>

of a successor Extension Adviser, the Trustee shall promptly mail notice thereof
by first Class mail to the Depositor, the Servicer, the Special Servicer, the
Mortgage Loan Seller, the Directing Certificateholder, the Underwriters, the
Placement Agents, the Holders of the Class [F], Class [G] and Class [H]
Certificates and each of the Rating Agencies.]

            Section 3.29 [Limitation on Liability of Extension Adviser.]

            [The Extension Adviser will be acting solely as a representative of
the interests of the Class [A], Class [B], Class [C], Class [D] and Class [E]
Certificateholders, and shall not have any responsibility or liability to the
Trust Fund or any other Class or Classes of Certificateholders for any action
taken, or for refraining from the taking of any action, in good faith pursuant
to this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Extension Adviser against any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of negligent disregard of
obligations or duties hereunder. By its acceptance of a Certificate, each
Certificateholder confirms its understanding that the Extension Adviser may take
actions that favor the interests of one or more Classes of the Certificates over
other Classes of the Certificates and that the Extension Adviser may have
special relationships and interests that conflict with those of Holders of some
Classes of the Certificates and, absent willful misfeasance, bad faith,
negligence or negligent disregard of obligations or duties on the part of the
Extension Adviser, agrees to take no action against the Extension Adviser or any
of its officers, directors, employees, principals or agents as a result of such
a special relationship or conflict.]

            Section 3.30 [Class A-3FL Swap Contract.]

            (a) On or before the Closing Date, the Trustee, not in its
individual capacity but solely in its capacity as Trustee, on behalf of the
Trust, shall enter into the Class A-3FL Swap Contract and related agreements
with the Class A-3FL Swap Counterparty.

            (b) Not later than 11:00 a.m. New York City time, on the Business
Day prior to each Distribution Date, based on the [CMSA Loan Periodic Update
File] for the related Collection Period provided by the Master Servicer pursuant
to Section 4.01(b), information obtained by the Trustee from the Class A-3FL
Swap Counterparty pursuant to the Class A-3FL Swap Contract, and subject to the
priorities set forth in Sections 4.01(a), 4.01(b) and 4.01(j) hereof, the
Trustee shall (i) calculate the Class A-3FL Net Swap Payment, if any, and the
Class A-3FL Floating Swap Payment, if any, in accordance with the terms of the
Class A-3FL Swap Contract and this Agreement, and (ii) notify the Class A-3FL
Swap Counterparty of any Class A-3FL Floating Swap Payment or Class A-3FL Net
Swap Payment. In the event the Trustee fails to receive any Class A-3FL Floating
Swap Payment payable by the Class A-3FL Swap Counterparty on the Business Day
prior to the related Distribution Date, the Trustee shall provide the Class
A-3FL Swap Counterparty with notice of such non-payment no later than 5:00 p.m.
New York City time on such date. On the related Distribution Date following such
notice of non-payment, if the Trustee fails to receive the Class A-3FL Floating
Swap Payment by 11:00 a.m. New York City time on such Distribution Date, a Class
A-3FL Swap Default and a Class A-3FL Distribution Conversion shall occur on such
Distribution Date.

                                     -116-
<PAGE>

            (c) On each Distribution Date, the Trustee shall remit the Class
A-3FL Net Swap Payment, if any, to the Class A-3FL Swap Counterparty from the
Class A-3FL Floating Rate Account; provided that upon and during the
continuation of a Class A-3FL Distribution Conversion, the Trustee shall not
make such payments to the Class A-3FL Swap Counterparty. Promptly upon receipt
of any payment or other receipt in respect of the Class A-3FL Swap Contract, the
Trustee shall deposit the same into the Class A-3FL Floating Rate Account.

            (d) The Trustee shall at all times enforce the Trust's rights under
the Class A-3FL Swap Contract. In the event of a Class A-3FL Swap Default, the
Trustee shall promptly provide written notice to the Holders of the Class A-3FL
Certificates and shall be required to take such actions (following the
expiration of any applicable grace period specified in the Class A-3FL Swap
Contract), unless otherwise directed in writing by the holders of at least [25]%
by Certificate Balance of the Class A-3FL Certificates, to enforce the rights of
the Trust under the Class A-3FL Swap Contract as may be permitted by the terms
thereof, including termination thereof, and use Class A-3FL Swap Termination
Fees, if any, received from the Class A-3FL Swap Counterparty to enter into a
replacement interest rate swap contract on substantially identical terms or on
such other terms reasonably acceptable to the Trustee and the Depositor, with a
replacement swap counterparty that would not cause a Rating Agency Trigger Event
and satisfies the requirements of the Class A-3FL Swap Contract, subject, in
each case, to written confirmation by the Rating Agencies that such action will
not result in a qualification, downgrade or withdrawal of the then current
ratings of the Certificates. If the costs attributable to entering into a
replacement interest rate swap contract would exceed the amount of any Swap
Termination Fees, a replacement interest rate swap contract shall not be entered
into and any such proceeds will instead be distributed, pro rata, to the holders
of the Class A-3FL Certificates on the immediately succeeding Distribution Date
as part of the Class A-3FL Interest Distribution Amount for such Distribution
Date. Notwithstanding anything to the contrary in the Agreement, the Trustee
shall be under no obligation to take any action to enforce the rights of the
Trust Fund under the Class A-3FL Swap Agreement unless it is assured, in its
sole discretion, that the costs and expenses of such action(s) will be
reimbursed by the Holders of the Class A-3FL Certificates or any other party.

            Any Class A-3FL Distribution Conversion shall become permanent
following the determination by the Trustee not to enter into a replacement
interest rate swap contract and distribution of any Class A-3FL Swap Termination
Fees to the Holders of the Class A-3FL Certificates. Any such Swap Default (or
termination of the Class A-3FL Swap Contract) and the resulting Class A-3FL
Distribution Conversion shall not, in and of itself, constitute an Event of
Default under this Agreement.

            Upon any change (or notification to the Trustee that such change is
imminent) in the payment terms on the Class A-3FL Certificates, including as a
result of a Class A-3FL Distribution Conversion, termination of a Class A-3FL
Distribution Conversion, a Swap Default or the cure of a Swap Default, the
Trustee shall promptly notify the Depositor of the change in payment terms.

            (e) In the event that the Class A-3FL Swap Contract is terminated
and no replacement Class A-3FL Swap Contract is entered into, the Trustee shall
provide notice of such termination to the Class A-3FL Certificateholders, which
notice shall include: "The

                                     -117-
<PAGE>

Class A-3FL Swap Contract with respect to the Class A-3FL Certificates is
terminated as of [date]. Certificateholders and beneficial owners that are Plans
are advised that the Exemption will no longer apply to the Class A-3FL
Certificates, effective 60 days after the receipt of this notice. ["Exemption,"
as used in this notice, shall mean, collectively, Final Authorization Number 97
03E (December 9, 1996) granted by the U.S. Department of Labor to Deutsche Bank
Securities Inc., [specify other exemptions]]. All other capitalized terms used
in this notice shall have the meaning assigned to them in the Pooling and
Servicing Agreement."

            (f) The Trustee's obligation to pay to the Class A-3FL Swap
Counterparty any funds under the Class A-3FL Swap Contract shall be limited to
the provisions of Section 3.05(e) and in accordance with the priorities set
forth herein; the Trustee will have no obligation on behalf of the Trust Fund to
pay or cause to be paid to the Class A-3FL Swap Counterparty any portion of the
amounts due to the Class A-3FL Swap Counterparty under the Class A-3FL Swap
Contract for any Distribution Date unless and until the related interest payment
on the Class A-3FL Regular Interest for such Distribution Date is actually
received by the Trustee.

            (g) Any costs and expenses related to the Class A-3FL Swap Contract
will not be payable from the Class A-3FL Floating Rate Account of the Trust and
will not constitute Trust Fund expenses. No party hereunder shall advance any
Class A-3FL Floating Swap Payments. Simultaneously with the delivery to the
Certificateholders, the Trustee shall (1) make available to the Class A-3FL Swap
Counterparty the Distribution Date Statement (as defined in the Class A-3FL Swap
Contract) and (2) make available or deliver to the Class A-3FL Swap Counterparty
copies of any other reports or notices delivered to the Class A-3FL
Certificateholders as and to the extent required by the Class A-3FL Swap
Contract.]

                              [End of Article III]


                                     -118-
<PAGE>

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

            Section 4.01 Distributions.

            (a) On each Distribution Date, to the extent of the Available
Distribution Amount for such Distribution Date, the Paying Agent shall transfer
the Lower-Tier Distribution Amount from the Lower-Tier Distribution Account to
the Upper-Tier Distribution Account in the amounts and priorities set forth in
Section 4.01(b) with respect to each Class of Uncertificated Lower-Tier
Interests, and immediately thereafter, shall make distributions thereof from the
Upper-Tier Distribution Account in the following order of priority, satisfying
in full, to the extent required and possible, each priority before making any
distribution with respect to any succeeding priority:

            (i) first, concurrently, (A) to the Holders of the Class [A-1]
      Certificates, the Class [A-2] Certificates [and the Class A-3FL
      Certificates], pro rata (based upon their respective entitlements to
      interest for such Distribution Date), in respect of interest, from the
      Loan Group 1 Available Distribution Amount and up to an amount equal to
      the aggregate Interest Distribution Amount in respect of such Classes of
      Certificates for such Distribution Date (B) to the Holders of the Class
      A-1A Certificates, in respect of interest, from the Loan Group 2 Available
      Distribution Amount and up to an amount equal to the Interest Distribution
      Amount in respect of such Class of Certificates for such Distribution Date
      and (C) to the Holders of the Class X Certificates, up to an amount equal
      to the Interest Distribution Amount payable in respect of such Class of
      Certificates for such Distribution Date; provided, however, that if the
      Loan Group 1 Available Distribution Amount and/or the Loan Group 2
      Available Distribution Amount is insufficient to pay in full the Interest
      Distribution Amount provided above, payable in respect of any Class A
      (other than Class A-3FL) or Class X Certificates or the Class A-3FL
      Regular Interest on such Distribution Date, then the entire Available
      Distribution Amount shall be applied to make distributions of interest to
      the Holders of the respective Classes of the Class A (other than Class
      A-3FL) and Class X Certificates and the Class A-3FL Regular Interest, up
      to an amount equal to, and pro rata as among such Classes in accordance
      with, the Interest Distribution Amount in respect of each such Class of
      Certificates for such Distribution Date;

            (ii) second, to the Holders of the Class A-1 Certificates, the Class
      A-2 Certificates, the Class A-1A Certificates [and the Class A-3FL Regular
      Interest] in reduction of the Certificate Balances thereof (A) (1) first,
      to the Holders of the Class A-1 Certificates, in an amount up to the Loan
      Group 1 Principal Distribution Amount and, after the outstanding
      Certificate Balance of the Class A-1A Certificates has been reduced to
      zero, the Loan Group 2 Principal Distribution Amount remaining after
      payments to the Holders of the Class A-1A Certificates have been made on
      such Distribution Date, until the outstanding Certificate Balance of the
      Class A-1 Certificates has been reduced to zero; (2) second, to the
      Holders of the Class A-2 Certificates, in an amount up to the Loan Group 1
      Principal Distribution Amount (or the portion of it remaining after

                                     -119-
<PAGE>

      distributions on the Class A-1 Certificates) and, after the outstanding
      Certificate Balance of the Class A-1A Certificates has been reduced to
      zero, the Loan Group 2 Principal Distribution Amount remaining after
      payments to the Holders of the Class A-1A and Class A-1 Certificates have
      been made on such Distribution Date, until the Certificate Balance of the
      Class A-2 Certificates has been reduced to zero; [(3) third, to the Class
      A-3FL Regular Interest, in an amount up to the Loan Group 1 Principal
      Distribution Amount (or the portion of it remaining after distributions on
      the Class A-1 and Class A-2 Certificates) and, after the outstanding
      Certificate Balance of the Class A-1A Certificates has been reduced to
      zero, the Loan Group 2 Principal Distribution Amount remaining after
      payments to the Holders of the Class A-1A, Class A-1 and Class A-2
      Certificates have been made on such Distribution Date, until the
      outstanding Certificate Balance of the Class A-3FL Regular Interest have
      been reduced to zero]; and (B) to the Holders of the Class A-1A
      Certificates, in an amount up to the Loan Group 2 Principal Distribution
      Amount and, after the Certificate Balance of the [Class A-3FL Regular
      Interest] has been reduced to zero, the Loan Group 1 Principal
      Distribution Amount remaining after payments to the Holders of the Class
      A-1 and Class A-2 Certificates [and the Class A-3FL Regular Interest] have
      been made on such Distribution Date, until the Certificate Balance of the
      Class A-1A Certificates has been reduced to zero;

            (iii) third, to the Holders of the Class A-1 Certificates, the Class
      A-2 Certificates, the Class A-1A Certificates [and the Class A-3FL Regular
      Interest], pro rata (based upon the aggregate unreimbursed Collateral
      Support Deficit allocated to each such Class), until all amounts of
      Collateral Support Deficit previously allocated to such Classes, but not
      previously reimbursed, have been reimbursed in full;

            (iv) fourth, to the Holders of the Class [B] Certificates, in
      respect of interest, up to an amount equal to the aggregate Interest
      Distribution Amount in respect of such Class of Certificates for such
      Distribution Date;

            (v) fifth, after the Certificate Balances of the Class [A-1], Class
      [A-2] and Class [A-1A] Certificates [and Class A-3FL Regular Interest]
      have been reduced to zero, to the Holders of the Class [B] Certificates,
      in reduction of the Certificate Balance thereof, an amount equal to the
      Principal Distribution Amount (or the portion thereof remaining after any
      distributions in respect of the Class [A-1], Class [A-2] and Class [A-1A]
      Certificates [and Class A-3FL Regular Interest] on such Distribution
      Date), until the outstanding Certificate Balance of the Class [B]
      Certificates has been reduced to zero;

            (vi) sixth, to the Holders of the Class [B] Certificates, until all
      amounts of Collateral Support Deficit previously allocated to the Class
      [B] Certificates, but not previously reimbursed, have been reimbursed in
      full;

            (vii) seventh, to the Holders of the Class [C] Certificates, in
      respect of interest, up to an amount equal to the aggregate Interest
      Distribution Amount in respect of such Class of Certificates for such
      Distribution Date;

                                     -120-
<PAGE>

            (viii) eighth, after the Certificate Balances of the Class [A-1],
      Class [A-2], Class [A-1A] and Class [B] Certificates [and the Class A-3FL
      Regular Interest] have been reduced to zero, to the Holders of the Class
      [C] Certificates, in reduction of the Certificate Balance thereof, an
      amount equal to the Principal Distribution Amount (or the portion thereof
      remaining after any distributions in respect of the Class [A-1], Class
      [A-2], Class [A-1A] and Class [B] Certificates [and the Class A-3FL
      Regular Interest] on such Distribution Date), until the outstanding
      Certificate Balance of the Class [C] Certificates has been reduced to
      zero;

            (ix) ninth, to the Holders of the Class [C] Certificates, until all
      amounts of Collateral Support Deficit previously allocated to the Class
      [C] Certificates, but not previously reimbursed, have been reimbursed in
      full;

            (x) tenth, to the Holders of the Class [D] Certificates, in respect
      of interest, up to an amount equal to the aggregate Interest Distribution
      Amount in respect of such Class of Certificates for such Distribution
      Date;

            (xi) eleventh, after the Certificate Balances of the Class [A-1],
      Class [A-2], Class [A-1A], Class [B] and Class [C] Certificates [and the
      Class A-3FL Regular Interest] have been reduced to zero, to the Holders of
      the Class [D] Certificates, in reduction of the Certificate Balance
      thereof, an amount equal to the Principal Distribution Amount (or the
      portion thereof remaining after any distributions in respect of the Class
      [A-1], Class [A-2], Class [A-1A], Class [B] and Class [C] Certificates
      [and the Class A-3FL Regular Interest] on such Distribution Date), until
      the outstanding Certificate Balance of the Class [D] Certificates has been
      reduced to zero;

            (xii) twelfth, to the Holders of the Class [D] Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class [D] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xiii) thirteenth, to the Holders of the Class [E] Certificates, in
      respect of interest, up to an amount equal to the aggregate Interest
      Distribution Amount in respect of such Class of Certificates for such
      Distribution Date;

            (xiv) fourteenth, after the Certificate Balances of the Class [A-1],
      Class [A-2], Class [A-1A], Class [B], Class [C] and Class [D] Certificates
      [and the Class A-3FL Regular Interest] have been reduced to zero, to the
      Holders of the Class [E] Certificates, in reduction of the Certificate
      Balance thereof, an amount equal to the Principal Distribution Amount (or
      the portion thereof remaining after any distributions in respect of the
      Class [A-1], Class [A-2], Class [A-1A], Class [B], Class [C] and Class [D]
      Certificates [and the Class A-3FL Regular Interest] on such Distribution
      Date), until the outstanding Certificate Balance of the Class [E]
      Certificates has been reduced to zero;

            (xv) fifteenth, to the Holders of the Class [E] Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class [E] Certificates, but not previously reimbursed, have been
      reimbursed in full;

                                     -121-
<PAGE>

            (xvi) sixteenth, to the Holders of the Class [F] Certificates, in
      respect of interest, up to an amount equal to the aggregate Interest
      Distribution Amount in respect of such Class of Certificates for such
      Distribution Date;

            (xvii) seventeenth, after the Certificate Balances of the Class
      [A-1], Class [A-2], Class [A-1A], Class [B], Class [C], Class [D] and
      Class [E] Certificates [and the Class A-3FL Regular Interest] have been
      reduced to zero, to the Holders of the Class [F] Certificates, in
      reduction of the Certificate Balance thereof, an amount equal to the
      Principal Distribution Amount (or the portion thereof remaining after any
      distributions in respect of the Class [A-1], Class [A-2], Class A-1A],
      Class [B], Class [C], Class [D] and Class [E] Certificates [and the Class
      A-3FL Regular Interest] on such Distribution Date), until the outstanding
      Certificate Balance of the Class [F] Certificates has been reduced to
      zero;

            (xviii) eighteenth, to the Holders of the Class [F] Certificates,
      until all amounts of Collateral Support Deficit previously allocated to
      the Class [F] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xix) nineteenth, to the Holders of the Class [G] Certificates in
      respect of interest, up to an amount equal to the aggregate Interest
      Distribution Amount in respect of such Class of Certificates for such
      Distribution Date;

            (xx) twentieth, after the Certificate Balances of the Class [A-1],
      Class [A-2], Class [A-1A], Class [B], Class [C], Class [D], Class [E] and
      Class [F] Certificates [and the Class A-3FL Regular Interest] have been
      reduced to zero, to the Holders of the Class [G] Certificates, in
      reduction of the Certificate Balance thereof, an amount equal to the
      Principal Distribution Amount (or the portion thereof remaining after any
      distributions in respect of the Class [A-1], Class [A-2], Class A-1A],
      Class [B], Class [C], Class [D], Class [E] and Class [F] Certificates [and
      the Class A-3FL Regular Interest] on such Distribution Date), until the
      outstanding Certificate Balance of the Class [G] Certificates has been
      reduced to zero;

            (xxi) twenty-first, to the Holders of the Class [G] Certificates,
      until all amounts of Collateral Support Deficit previously allocated to
      the Class [G] Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (xxii) twenty-second, to the Holders of the Class [H] Certificates
      in respect of interest, up to an amount equal to the aggregate Interest
      Distribution Amount in respect of such Class of Certificates for such
      Distribution Date;

            (xxiii) twenty-third, after the Certificate Balances of the Class
      [A-1], Class [A-2], Class [A-1A], Class [B], Class [C], Class [D], Class
      [E], Class [F] and Class [G] Certificates [and the Class A-3FL Regular
      Interest] have been reduced to zero, to the Holders of the Class [H]
      Certificates, in reduction of the Certificate Balance thereof, an amount
      equal to the Principal Distribution Amount (or the portion thereof
      remaining after any distributions in respect of the Class [A-1], Class
      [A-2], Class A-1A], Class [B], Class [C], Class [D], Class [E], Class [F]
      and Class [G] Certificates [and the Class A-3FL

                                     -122-
<PAGE>

      Regular Interest] on such Distribution Date), until the outstanding
      Certificate Balance of the Class [H] Certificates has been reduced to
      zero;

            (xxiv) twenty-fourth, to the Holders of the Class [H] Certificates,
      until all amounts of Collateral Support Deficit previously allocated to
      the Class [H] Certificates, but not previously reimbursed, have been
      reimbursed in full; and

            (xxv) twenty-fifth, to the Holders of the Class [R] Certificates,
      the amount, if any, of the Available Distribution Amount remaining in the
      Upper-Tier Distribution Account with respect to such Distribution Date.

            (b) On each Distribution Date, each Uncertificated Lower-Tier
Interest shall receive distributions in respect of principal or reimbursement of
Collateral Support Deficit in an amount equal to the amount of principal or
reimbursement of Collateral Support Deficit distributable to its respective
Related Certificates as provided in Sections 4.01(a) and (c). On each
Distribution Date, each Uncertificated Lower-Tier Interest (other than the Class
[LA-1] Uncertificated Interest and the Class [LWAC] Uncertificated Interest)
shall receive distributions in respect of interest in an amount equal to the
Interest Distribution Amount in respect of its Related Certificates, in each
case to the extent actually distributable thereon as provided in Section
4.01(a). On each Distribution Date, the Class [LA-1] Uncertificated Interest
shall receive distributions in respect of interest in an amount equal to the sum
of (i) the amount of interest distributable on the Class [A-1] Certificates and
(ii) an amount equal to the product of the Class [LA-1] Interest Fraction and
the amount of interest distributable on the Class [X] Certificates. On each
Distribution Date, the Class [LWAC] Uncertificated Interest shall receive
distributions in respect of interest for the related Interest Accrual Period in
an amount equal to one-twelfth of the product of (i) the Class [LWAC]
Pass-Through Rate and (ii) the Class [LWAC] Notional Amount. Such amounts
distributed to the Uncertificated Lower-Tier Interests in respect of principal
and interest with respect to any Distribution Date are referred to herein
collectively as the "Lower-Tier Distribution Amount," and shall be made by the
Paying Agent by depositing such Lower-Tier Distribution Amount in the Upper-Tier
Distribution Account.

            As of any date, the principal balance of each Uncertificated
Lower-Tier Interest (other than the Class [LWAC] Uncertificated Interest) equals
the Certificate Balance of the Related Certificates with respect thereto. The
initial principal balance of each Uncertificated Lower-Tier Interest equals the
respective Original Lower-Tier Principal Amount. The pass-through rate with
respect to each Uncertificated Lower-Tier Interest will be the rate per annum
set forth in the Preliminary Statement hereto.

            Any amount that remains in the Lower-Tier Distribution Account on
each Distribution Date after distribution of the Lower-Tier Distribution Amount
shall be distributed to the Holders of the Class [LR] Certificates (but only to
the extent of the Available Distribution Amount for such Distribution Date
remaining in the Lower-Tier Distribution Account, if any).

            (c) On and after the Distribution Date on which the Certificate
Balances of the Subordinate Certificates have all been reduced to zero (without
regard to any amounts of Collateral Support Deficit remaining unreimbursed), the
Principal Distribution Amount will be

                                     -123-
<PAGE>

distributed, pro rata (based upon Certificate Balances), among the Class [A]
Certificates without regard to the priorities set forth in Section 4.01(a)(ii).

            (d) On each Distribution Date, the Paying Agent shall withdraw from
the Lower-Tier Distribution Account an aggregate amount equal to all Prepayment
Premiums and Yield Maintenance Charges actually collected on the Mortgage Loans
or any REO Loans during the related Due Period and shall distribute such amount
in respect of the Class [LA-1] Uncertificated Interest by depositing such amount
in the Upper-Tier Distribution Account (notwithstanding that all principal and
interest distributable with respect to the Class [LA-1] Uncertificated Interest
has been paid in full).

            (e) On each Distribution Date, until the Certificate Balances of the
Class [A-1], Class [A-2], Class [B], Class [C], Class [D] and Class [E]
Certificates have each been reduced to zero, the Paying Agent shall withdraw any
amounts on deposit in the Upper-Tier Distribution Account that represent
Prepayment Premiums actually collected on Mortgage Loans or REO Loans during the
related Due Period and remitted in respect of the Class [LA-1] Uncertificated
Interest pursuant to Section 4.01(d), and shall distribute to each of the Class
[A], Class [B], Class [C], Class [D] and Class [E] Certificates, for each such
Class an amount equal to the product of (a) a fraction, the numerator of which
is the amount of principal distributed with respect to such Class pursuant to
Section 4.01(a) on such Distribution Date, and the denominator of which is the
total amount of principal distributed to all Classes of Certificates pursuant to
Section 4.01(a) on such Distribution Date, (b) [25%] and (c) the total amount of
Prepayment Premiums collected during the related Due Period. Any Prepayment
Premiums received during the related Due Period with respect to such Mortgage
Loans or REO Loans and remitted in respect of the Class [LA-1] Uncertificated
Interest pursuant to Section 4.01(d), remaining after such distributions shall
be distributed on the Class [X] Certificates.

            On each Distribution Date, until the Certificate Balances of the
Class [A-1], Class [A-2], Class [B], Class [C], Class [D] and Class [E]
Certificates have each been reduced to zero, the Paying Agent shall withdraw any
amounts on deposit in the Upper-Tier Distribution Account that represent Yield
Maintenance Charges actually collected on Mortgage Loans or REO Loans during the
related Due Period and remitted in respect of the Class [LA-1] Uncertificated
Interest pursuant to Section 4.01(d), and shall distribute such amounts as
follows:

            (i) Yield Maintenance Charges received with respect to Group 1
      Mortgage Loans shall be distributed to the Class [A-1], Class [A-2], Class
      [B], Class [C], Class [D], Class [E], Class [F], Class [G] and Class [H]
      Certificates [and the Class A-3FL Regular Interest], in an amount equal to
      the product of (a) a fraction, not greater than one, the numerator of
      which is the amount distributed as principal to such Class on such
      Distribution Date, and whose denominator is the total amount distributed
      as principal representing principal payments in respect of the Group 1
      Mortgage Loans to the Class [A-1], Class [A-2], Class [B], Class [C],
      Class [D], Class [E], Class [F], Class [G] and Class [H] Certificates [and
      the Class A-3FL Regular Interest] on such Distribution Date, (b) the Base
      Interest Fraction for the related Principal Prepayment and such Class of
      Certificates and (c) the aggregate amount of Yield Maintenance

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      Charges collected on such Principal Prepayment during the related Due
      Period. Any Yield Maintenance Charges collected on or prior to the related
      Determination Date and remaining after such distributions shall be
      distributed to the Holders of Class [X] Certificates; and

            (ii) Yield Maintenance Charges received with respect to the Group 2
      Mortgage Loans shall be distributed to the Class [A-1A] Certificates in an
      amount equal to the product of (a) a fraction, not greater than one, the
      numerator of which is the amount distributed as principal to such Class on
      such Distribution Date, and whose denominator is the total amount
      distributed as principal representing principal payments in respect of the
      Group 2 Mortgage Loans to the Class [A-1A] Certificates on such
      Distribution Date, (b) the Base Interest Fraction for the related
      Principal Prepayment and such Class of Certificates and (c) the aggregate
      amount of Yield Maintenance Charges collected on such Principal
      Prepayments during the related Due Period. Any Yield Maintenance Charges
      collected on or prior to the related Determination Date and remaining
      after such distributions shall be distributed to the Holders of the Class
      [X] Certificates.

            Following the reduction of the Certificate Balances of the Class
[A-1], Class [A-2], Class [A-1A], Class [B], Class [C], Class [D] and Class [E]
Certificates [and Class A-3FL Regular Interest] to zero, the Paying Agent shall
distribute 100% of any Yield Maintenance Charges and Prepayment Premiums
actually received during the related Due Period with respect to such Mortgage
Loans and remitted in respect of the Class [LA-1] Uncertificated Interest
pursuant to Section 4.01(d), to the Class [X] Certificates.

            (f) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise specifically provided in Sections 4.01(g), 4.01(h) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of the respective Class of record 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 and the Paying Agent with
wiring instructions no less than 5 Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates) and is the registered owner of
Certificates with an aggregate initial Certificate Balance or Notional Amount,
as applicable, of at least $5,000,000, 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) will be made in like manner, but only upon presentation and
surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final
distribution.

            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

                                     -125-
<PAGE>

shall be responsible for disbursing funds to the Certificate Owners that it
represents. None of the Paying Agent, the Trustee, the Certificate Registrar,
the Depositor, the Servicer, the Special Servicer, the Underwriters, the
Placement Agents or the Fiscal Agent shall have any responsibility therefor
except as otherwise provided by this Agreement or applicable law.

            (g) Except as otherwise provided in Section 9.01, whenever the
Paying Agent 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 Paying Agent
shall, no later than the related P&I Advance Determination Date, mail to each
Holder on such date of such Class of Certificates a notice to the effect that:

            (i) the Paying Agent expects that the final distribution with
      respect to such Class of Certificates will be made on such Distribution
      Date but only upon presentation and surrender of such Certificates at the
      offices of the Certificate Registrar or such other location therein
      specified; and

            (ii) no interest shall accrue on such Certificates from and after
      such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and 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(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder by the Trustee or the Paying Agent as a result of
such Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 4.01(g).

            (h) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Regular Certificates shall be made in the amounts
and manner specified in Section 4.01(a) [and (with respect to the Class A-3FL
Certificates) Section 4.01(n)] to the Holders of the respective Class otherwise
entitled to distributions of interest and principal on such Class on the
relevant Distribution Date; provided, that all distributions in reimbursement of
Collateral Support Deficit previously allocated to a Class of Certificates which
has since been retired shall be to the prior Holders that surrendered the
Certificates of such Class upon retirement thereof and shall be made by check
mailed to the address of each such prior Holder last shown in the Certificate
Register. Notice of any such distribution to a prior Holder shall be

                                     -126-
<PAGE>

made in accordance with Section 11.05 at such last address. The amount of the
distribution to each such prior Holder shall be based upon the aggregate
Percentage Interest evidenced by the Certificates surrendered thereby. If the
check mailed to any such prior Holder is returned uncashed, then the amount
thereof shall be set aside and held uninvested in trust for the benefit of such
prior Holder, and the Paying Agent shall attempt to contact such prior Holder in
the manner contemplated by Section 4.01(g) as if such Holder had failed to
surrender its Certificates.

            (i) [On each Distribution Date, any Excess Interest received with
      respect to the Mortgage Loans during the related Collection Period shall
      be distributed to the holders of the Class S Certificates.]

            [(j) On each Distribution Date, to the extent of the Class A-3FL
Available Funds for such Distribution Date, the Trustee shall make distributions
from the Class A-3FL Floating Rate Account in the following order of priority,
satisfying in full, to the extent required and possible, each priority before
making any distribution with respect to any succeeding priority:

                  (A) First, to the Holders of the Class A-3FL Certificates in
            respect of interest, up to an amount equal to the Class A-3FL
            Interest Distribution Amount, for such Distribution Date;

                  (B) Second, to the Holders of the Class A-3FL Certificates in
            reduction of the Certificate Balances thereof, an amount equal to
            the Class A-3FL Principal Distribution Amount until the outstanding
            Certificate Balance thereof has been reduced to zero;

                  (C) Third, to the Holders of the Class A-3FL Certificates
            until all Collateral Support Deficits and Trust Fund expenses
            previously allocated to the Class A-3FL Certificates (as a result of
            the allocation of Collateral Support Deficits and Trust Fund
            expenses to the Class A-3FL Regular Interest) but not previously
            reimbursed, have been reimbursed in full; and

                  (D) Fourth, to pay termination payments, if any, to the
            applicable Swap Counterparty; and

                  (E) Fifth, any remaining amount to the Holders of the Class
            A-3FL Certificates.

            So long as a Class A-3FL Distribution Conversion is not in effect,
any Yield Maintenance Charges paid on the Class A-3FL Regular Interest shall be
payable to the Class A-3FL Swap Counterparty pursuant to the terms of the Class
A-3FL Swap Contract on a net basis as part of the Class A-3FL Net Swap Payment
specified in Section 3.30. On each Distribution Date for which a Class A-3FL
Distribution Conversion is in effect, any Yield Maintenance amount paid on the
Class A-3FL Regular Interest shall be distributed to the Holders of the Class
A-3FL Certificates. Any termination payments due to the Class A-3FL Swap
Counterparty under the Class A-3FL Swap Contract shall be payable solely from
(1) amounts, if any, remaining in the Class A-3FL Floating Rate Account after
all other amounts have been paid to the Class A-3FL Regular Interest (including
all principal amounts outstanding) and to the Class

                                     -127-
<PAGE>

A-3FL Certificates pursuant to Section 4.01 and (2) to the extent of any payment
made by a replacement swap counterparty to the Trust Fund in consideration for
entering into such replacement swap contract, if any (less any costs and
expenses incurred by the Trust Fund in connection with entering into such
replacement swap contract).]

            Section 4.02 Statements to Certificateholders; CMSA Periodic Update
                         Reports.

            (a) On each Distribution Date, the Paying Agent shall forward or
make available to all of the Holders of each Class of Certificates, the Trustee,
the Underwriters, the Placement Agents, the Servicer, the Special Servicer and a
financial market publisher (which initially shall be Bloomberg, L.P.) a
statement (substantially in the form set forth as Exhibit H hereto and based on
the information supplied to the Paying Agent in the related CMSA Periodic Update
Report in accordance with CMSA guidelines) as to the distributions made on such
Distribution Date (each, a "Distribution Date Statement") setting forth:

                  (i) the amount of the distribution on such Distribution Date
            to the Holders of such Class of Certificates in reduction of the
            Certificate Balance thereof;

                  (ii) the amount of the distribution on such Distribution Date
            to the Holders of each Class of Regular Certificates [and Class
            A-3FL Certificates] allocable to Distributable Certificate Interest
            [or the Class A-3FL Interest Distribution Amount, as applicable,
            and, with respect to the Class A-3FL Certificates, notification that
            the amount of interest distribution thereon is equal to the interest
            distribution amount with respect to the Class A-3FL Regular Interest
            which is being paid as a result of a Class A-3FL Distribution
            Conversion];

                  (iii) the aggregate amount of Advances made, with respect to
            the Mortgage Pool and with respect to each Loan Group, during the
            period from but not including the previous Distribution Date to and
            including such Distribution Date [(including, to the extent
            material, the general use of funds advanced and general source of
            funds for reimbursements)];

                  (iv) the aggregate amount of compensation paid to the Trustee
            and servicing compensation paid to the Servicer and the Special
            Servicer during the Due Period for such Distribution Date [and any
            other fees or expenses accrued and paid from the Trust Fund];

                  (v) the aggregate Stated Principal Balance, with respect to
            the Mortgage Pool and with respect to each Loan Group, of the
            Mortgage Loans and any REO Loans outstanding immediately before and
            immediately after such Distribution Date;

                  (vi) the number (as of the related and the next preceding
            Determination Date), and the aggregate principal balance, weighted
            average remaining term to maturity and weighted average Mortgage
            Rate [(and interest rates by distributional groups or ranges)] of
            the Mortgage Loans, with respect to the Mortgage Pool and with
            respect to each Loan Group, as of the related Determination Date;

                                     -128-
<PAGE>

                  (vii) the number and aggregate principal balance of Mortgage
            Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C)
            delinquent 90 days or more and (D) current but specially service or
            in foreclosure but not REO Property [insert, to extent material, the
            information described in Item 1100(b)(5) of Regulation AB];

                  (viii) the value of any REO Property included in the Trust
            Fund as of the related Determination Date for such Distribution
            Date, on a loan-by-loan basis, based on the most recent Appraisal or
            valuation;

                  (ix) the Available Distribution Amount [and the Class A-3FL
            Available Funds] for such Distribution Date and any other cash flows
            received on the Mortgage Loans and applied to pay fees and expenses
            [(including the components of the Available Distribution Amount[,
            Class A-3FL Available Funds] or such other cash flows)];

                  (x) the Accrued Distributable Certificate Interest in respect
            of such Class of Certificates for such Distribution Date, separately
            identifying any Certificate Deferred Interest for such Distribution
            Date allocated to such Class of Certificates;

                  (xi) the amount of the distribution on such Distribution Date
            to the Holders of such Class of Certificates allocable to (A)
            Prepayment Premiums, (B) Yield Maintenance Charges [and (C) Excess
            Interest];

                  (xii) the Pass-Through Rate for such Class of Certificates
            (other than the Class [X] Certificates) and the [A-1] Component
            Pass-Through Rate, and the WAC Component Pass-Through Rate in the
            case of the Class [X] Certificates for such Distribution Date and
            the next succeeding Distribution Date;

                  (xiii) the Scheduled Principal Distribution Amount and the
            Unscheduled Principal Distribution Amount and the Principal
            Shortfall for such Distribution Date, with respect to the Mortgage
            Pool and with respect to each Loan Group;

                  (xiv) the Certificate Balance or Notional Amount, as the case
            may be, of each Class of Certificates immediately before and
            immediately after such Distribution Date, separately identifying any
            reduction therein as a result of the allocation of any Collateral
            Support Deficit on such Distribution Date and the aggregate amount
            of all reductions as a result of allocations of Collateral Support
            Deficits to date;

                  (xv) the Certificate Factor for each Class of Regular
            Certificates immediately following such Distribution Date;

                  (xvi) the amount of any Appraisal Reductions effected in
            connection with such Distribution Date on a loan-by-loan basis, the
            total Appraisal Reduction effected in connection with such
            Distribution Date and the total Appraisal Reduction Amounts as of
            such Distribution Date on a loan-by-loan basis;

                  (xvii) the number and related Stated Principal Balance of any
            Mortgage Loans modified, extended or waived on a loan-by-loan basis
            since the previous Determination Date (including a description of
            any material modifications, extensions or waivers to

                                     -129-
<PAGE>

            mortgage loan terms, fees, penalties or payments during the Due
            Period or that have cumulatively become material over time);

                  (xviii) the amount of any remaining Class Unpaid Interest
            Shortfall for such Class as of such Distribution Date;

                  (xix) a loan-by-loan listing of each Mortgage Loan which was
            the subject of a Principal Prepayment during the related Due Period
            and the amount and the type of Principal Prepayment occurring;

                  (xx) a loan-by-loan listing of each Mortgage Loan which was
            defeased during the related Due Period;

                  (xxi) all deposits into, withdrawals from, and the balance of
            the Interest Reserve Account on the P&I Advance Date;

                  (xxii) in the case of the Residual Certificates, the amount of
            any distributions on such Certificates pursuant to Sections 4.01(a)
            and (b);

                  (xxiii) the amount of the distribution on such Distribution
            Date to the Holders of such Class of Certificates in reimbursement
            of previously allocated Collateral Support Deficit;

                  (xxiv) the aggregate unpaid principal balance of the Mortgage
            Loans outstanding as of the close of business on the related
            Determination Date, with respect to the Mortgage Pool and with
            respect to each Loan Group:

                  (xxv) with respect to any Mortgage Loan as to which a
            Liquidation Event occurred during the related Due Period (other than
            a payment in full), (A) the loan number thereof, (B) the aggregate
            of all Liquidation Proceeds and other amounts received in connection
            with such Liquidation Event (separately identifying the portion
            thereof allocable to distributions on the Certificates), and (C) the
            amount of any Collateral Support Deficit in connection with such
            Liquidation Event;

                  (xxvi) with respect to any REO Property included in the Trust
            Fund as to which a Final Recovery Determination was made during the
            related Collection Period, (A) the loan number of the related
            Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and
            other amounts received in connection with such Final Recovery
            Determination (separately identifying the portion thereof allocable
            to distributions on the Certificates), and (C) the amount of any
            Collateral Support Deficit in respect of the related REO Loan in
            connection with such Final Recovery Determination;

                  (xxvii) the aggregate amount of interest on P&I Advances paid
            to the Servicer and the Trustee since the preceding Distribution
            Date, with respect to the Mortgage Pool and with respect to each
            Loan Group;

                                     -130-
<PAGE>

                  (xxviii) the aggregate amount of interest on Servicing
            Advances paid to the Servicer, the Trustee and the Special Servicer,
            with respect to the Mortgage Pool and with respect to each Loan
            Group;

                  (xxix) the original and then current credit support levels for
            each Class of Certificates;

                  (xxx) the original and then current ratings for each Class of
            Regular Certificates;

                  (xxxi) the aggregate amount of Prepayment Premiums and Yield
            Maintenance Charges collected during the related Due Period;

                  [(xxxii) LIBOR as calculated for the related Distribution Date
            and the next succeeding Distribution Date;

                  (xxxiii) the amounts received and paid in respect of the Class
            A-3FL Swap Contract;

                  (xxxiv) identification of any payment default under the Class
            A-3FL Swap Contract as of 11:00 AM Eastern time on the applicable
            Distribution Date and identification of any Rating Agency Trigger
            Event or Class A-3FL Swap Default as of the close of business on the
            last day of the immediately preceding calendar month with respect to
            the Class A-3FL Swap Contract;

                  (xxxv) the amount of any (A) payment by the related Class
            A-3FL Swap Counterparty as a termination payment, (B) payment in
            connection with the acquisition of a replacement interest rate swap
            contract and (C) collateral posted in connection with any Rating
            Agency Trigger Event;

                  (xxxvi) the amount of, and identification of, any payments on
            the Class A 3FL Certificates in addition to the amount of principal
            and interest due thereon (including without limitation, any
            termination payment received in connection with the Swap Contract);]

                  (xxxvii) the amount on deposit in each account established
            pursuant to this Agreement before and after giving effect to the
            distribution made on such Distribution Date (and any material
            account activity since the prior Distribution Date);

                  (xxxviii) the Record Date, Interest Accrual Period, and
            Determination Date for such Distribution Date;

                  (xxxix) [material breaches of mortgage loan representations
            and warranties of which the Trustee, Servicer or the Special
            Servicer has received written notice];

                  (xl) [material breaches of any covenants under the Pooling and
            Servicing Agreement of which the Trustee, the Servicer or the
            Special Servicer has received written notice]; and

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<PAGE>

                  (xli) [insert if applicable to transaction: information
            regarding any tests used for determining any early amortization,
            liquidation or other performance trigger and whether the trigger was
            met].

            In the case of information furnished pursuant to clauses (i), (ii),
(xi), (xviii) and (xix) above, the amounts shall be expressed as a dollar amount
in the aggregate for all Certificates of each applicable Class and per
Definitive Certificate.

            Within a reasonable period of time after the end of each calendar
year, the Paying Agent shall furnish to the Trustee and each Person who at any
time during the calendar year was a Holder of a Certificate, a statement
containing the information set forth in clauses (i), (ii) and (xi) above as to
the applicable Class, aggregated for such calendar year or applicable portion
thereof during which such person was a Certificateholder, together with such
other information as the Paying Agent deems necessary or desirable, or that a
Certificateholder or Certificate Owner reasonably requests, to enable
Certificateholders to prepare their tax returns for such calendar year. Such
obligation of the Paying Agent shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Paying
Agent pursuant to any requirements of the Code as from time to time are in
force.

            On each Distribution Date, the Paying Agent shall forward to the
Depositor, to each Rating Agency, to each Holder of a Residual Certificate, to
the Servicer, to the Special Servicer, to the Trustee, to the Fiscal Agent, to
an agent designated by the Directing Certificateholder (such agent shall
initially be the____________________________________), and to any other party
that the Depositor may designate, a copy of the Distribution Date Statement
forwarded to the Holders of the Regular Certificates on such Distribution Date.

            The Paying Agent shall make available the Distribution Date
Statement through its home page on the internet. The Paying Agent hereby
acknowledges and agrees that its home page as of the date hereof is located at
"www._______.com" on the world wide web. In addition, if the Depositor so
directs the Paying Agent, and on terms acceptable to the Paying Agent, the
Paying Agent shall make certain other information and reports related to the
Mortgage Loans available through its home page.

            (b) On the second Business Day after each Determination Date, the
Servicer shall deliver to the Paying Agent and the Trustee the CMSA Periodic
Update Report, reflecting information as of the close of business on the
Determination Date, in a mutually agreeable electronic format. Such information
may be delivered by the Servicer to the Trustee and the Paying Agent by telecopy
or in such electronic or other form as may be reasonably acceptable to the
Trustee, the Paying Agent and the Servicer. The Special Servicer shall from time
to time (and, in any event, as may be reasonably required by the Servicer)
provide the Servicer with such information in its possession regarding the
Specially Serviced Mortgage Loans and REO Properties as may be necessary for the
Servicer to prepare each report and any supplemental information to be provided
by the Servicer to the Trustee and the Paying Agent. None of the Paying Agent,
the Trustee or the Depositor shall have any obligation to recompute, verify or
recalculate the information provided thereto by the Servicer in the CMSA
Periodic Update Report. Unless the Paying Agent has actual knowledge that any
CMSA Periodic Update Report contains erroneous information, the Paying Agent is
authorized to rely thereon in calculating and

                                     -132-
<PAGE>

making distributions to Certificateholders in accordance with Section 4.01,
preparing the statements to Certificateholders required by Section 4.02(a) and
allocating Collateral Support Deficit to the Certificates in accordance with
Section 4.04.

            Notwithstanding the foregoing, the failure of the Servicer or
Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(b) or Section 4.02(c) shall not constitute a
breach of this Section 4.02(b) or of Section 4.02(c) to the extent the Servicer
or the Special Servicer so fails because such disclosure, in the reasonable
belief of the Servicer or the Special Servicer, as the case may be, would
violate any applicable law or any provision of a Mortgage Loan document
prohibiting disclosure of information with respect to the Mortgage Loans or the
Mortgaged Properties. The Servicer or the Special Servicer may affix to any
information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).

            (c) As soon as reasonably practicable, upon the written request of
any Certificateholder, the Certificate Registrar shall provide the requesting
Certificateholder with such information that is in the Certificate Registrar's
possession or can reasonably be obtained by the Paying Agent (or the Trustee
with respect to information relating to the Trustee) as is requested by such
Certificateholder, for purposes of satisfying applicable reporting requirements
under Rule 144A under the Securities Act. Neither the Certificate Registrar, the
Paying Agent nor the Trustee shall have any responsibility for the sufficiency
under Rule 144A or any other securities laws of any available information so
furnished to any person including any prospective purchaser of a Certificate or
any interest therein, nor for the content or accuracy of any information so
furnished which was prepared or delivered to them by another. In addition,
pursuant to Section 8.12(b), the Paying Agent shall provide a financial market
publisher (which shall initially be [__________]) certain current information
with respect to the Mortgaged Properties as set forth on Schedule I hereto.

            Section 4.03 P&I Advances.

            (a) On or before 12:30 p.m., New York City time, on each P&I Advance
Date, the Servicer shall either (i) deposit into the Lower-Tier Distribution
Account from its own funds an amount equal to the aggregate amount of P&I
Advances, if any, to be made in respect of the related Distribution Date, (ii)
apply amounts held in the Certificate Account for future distribution to
Certificateholders in subsequent months in discharge of any such obligation to
make P&I Advances or (iii) make P&I Advances in the form of any combination of
(i) and (ii) aggregating the total amount of P&I Advances to be made. Any
amounts held in the Certificate Account for future distribution and so used to
make P&I Advances shall be appropriately reflected in the Servicer's records and
replaced by the Servicer by deposit in the Certificate 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). The Servicer
shall notify the Trustee and the Fiscal Agent by a certificate of the Servicing
Officer of (i) the aggregate amount of P&I Advances for a Distribution Date and
(ii) the amount of any Nonrecoverable P&I Advances for such Distribution Date,
on or before 3 Business Days prior to such Distribution Date. If the Servicer
fails to make a required P&I Advance by 12:30 p.m., New York City time, on any
P&I Advance Date, an Event of Default as set forth in clause (a)(i) of Section
7.01 shall

                                     -133-
<PAGE>

occur and the Trustee shall make such P&I Advance pursuant to Section 7.05, and
if the Trustee fails to make such P&I Advance by the close of business, New York
City time, on such P&I Advance Date, the Fiscal Agent shall make such P&I
Advance pursuant to Section 7.05 by 10:00 a.m., New York City time, on the
immediately succeeding Business Day. In the event that the Servicer fails to
make a required P&I Advance hereunder, the Paying Agent shall notify the Trustee
and the Fiscal Agent of such circumstances by 1:00 p.m. (New York City time) on
the related P&I Advance Date.

            (b) Subject to Section 4.03(c) and (e) below, the aggregate amount
of P&I Advances to be made by the Servicer with respect to any Distribution Date
shall equal the aggregate of: (i) all Monthly Payments (in each case, net of
related Servicing Fees) other than Balloon Payments, that were due during the
related Due Period and delinquent as of the close of business on the Business
Day preceding the related P&I Advance Date (or not advanced by the Servicer or
any Sub-Servicer on behalf of the Servicer) and (ii) with respect to each
Mortgage Loan as to which the related Balloon Payment was due during or prior to
the related Due Period and was delinquent as of the end of the related Due
Period (including any REO Loan as to which the Balloon Payment would have been
past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to
subsection (c) below, the obligation of the Servicer to make such P&I Advances
is mandatory, and with respect to any Mortgage Loan or REO Loan, shall continue
until the Distribution Date on which the proceeds, if any, received in
connection with a Liquidation Event with respect thereto are to be distributed.

            (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance.

            (d) In connection with the recovery of any P&I Advance out of the
Certificate Account pursuant to Section 3.05(a), the Servicer shall be entitled
to pay itself, the Trustee or the Fiscal Agent, as the case may be (in reverse
of such order with respect to any Mortgage Loan or REO Property), out of any
amounts then on deposit in the Certificate Account, interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such
P&I Advance from the date made to but not including the date of reimbursement.
The Servicer shall reimburse itself, the Trustee or the Fiscal Agent, as the
case may be, for any outstanding P&I Advance as soon as practicably possible
after funds available for such purpose are deposited in the Certificate Account.

            (e) Notwithstanding the foregoing, (i) none of the Servicer, the
Trustee and the Fiscal Agent shall be required to make an advance for [Excess
Interest,] Penalty Charges, Prepayment Premiums or Yield Maintenance Charges and
(ii) the amount required to be advanced in respect of delinquent Monthly
Payments or Assumed Scheduled Payments on Mortgage Loans that have been subject
to an Appraisal Reduction Event will equal, with respect to any Distribution
Date and any Mortgage Loan, the amount that would be required to be advanced by
the Servicer without giving effect to the Appraisal Reduction less any Appraisal
Reduction Amount with respect to such Mortgage Loan for such Distribution Date.

            [(f) None of the Servicer or the Trustee shall advance any amount
due to be paid by the Class A-3FL Swap Counterparty for distribution to the
Class A-3FL Certificates.]

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<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 and the
allocation of Certificate Deferred Interest pursuant to Section 4.06, the Paying
Agent shall calculate the amount, if any, by which (i) the aggregate Stated
Principal Balance of the Mortgage Loans and any REO Loans expected to be
outstanding immediately following such Distribution Date, is less than (ii) the
then aggregate Certificate Balance of the Regular Certificates [(other than the
Class A-3FL Certificates) and the Class A-3FL Regular Interest] after giving
effect to distributions of principal on such Distribution Date and the
allocation of Certificate Deferred Interest pursuant to Section 4.06 (any such
deficit, the "Collateral Support Deficit"). Any allocation of Collateral Support
Deficit to a Class of Regular Certificates [(or, with respect to the Class A-3FL
Certificates, an amount corresponding to any Collateral Support Deficit
allocated to the Class A-3FL Regular Interest)] shall be made by reducing the
Certificate Balance thereof by the amount so allocated. Any Collateral Support
Deficit allocated to a Class of Regular Certificates shall be allocated among
the respective Certificates of such Class in proportion to the Percentage
Interests evidenced thereby. The allocation of Collateral Support Deficit shall
constitute an allocation of losses and other shortfalls experienced by the Trust
Fund. Reimbursement of previously allocated Collateral Support Deficit will not
constitute distributions of principal for any purpose and will not result in an
additional reduction in the Certificate Balance of the Class of Certificates in
respect of which any such reimbursement is made.

            (b) On each Distribution Date, the Certificate Balances of the
Regular Certificates [(other than the Class A-3FL Certificates) and the Class
A-3FL Regular Interest] will be reduced without distribution as a write-off to
the extent of any Collateral Support Deficit, if any, allocable to such
Certificates with respect to such Distribution Date. Any such write-off shall be
allocated among the respective Certificates as follows: first, to the Class [H]
Certificates; second, to the Class [G] Certificates; third, to the Class [F]
Certificates; fourth, to the Class [E] Certificates; fifth, to the Class [D]
Certificates; sixth, to the Class [C] Certificates; seventh, to the Class [B]
Certificates, in each case, until the remaining Certificate Balance of each such
Class of Certificates has been reduced to zero and eighth, to the Class [A-1]
Certificates, the Class [A-2] Certificates, the Class [A-1A] Certificates [and
the Class A-3FL Regular Interest], pro rata (based upon Certificate Balance),
until the remaining Certificate Balances of such Classes of Certificates [or
Class A-3FL Regular Interest] have been reduced to zero.

            (c) With respect to any Distribution Date, any Collateral Support
Deficit allocated to a Class of Certificates pursuant to Section 4.04(b) with
respect to such Distribution Date shall reduce the Lower-Tier Principal Amounts
of the Related Uncertificated Lower-Tier Interest with respect thereto as a
write-off.

            Section 4.05 Appraisal Reductions.

            The aggregate Appraisal Reduction will be allocated by the Paying
Agent on each Distribution Date, only for purposes of determining the identity
of the Controlling Class and Voting Rights and the amount of P&I Advances with
respect to the related Mortgage Loan, to the Certificate Balance of the Class
[H], Class [G], Class [F], Class [E], Class [D], Class [C] and

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<PAGE>

Class [B] Certificates, in that order, up to the amount of their respective
Certificate Balances. On any Distribution Date, an Appraisal Reduction that
otherwise would be allocated to a Class of Certificates will be allocated to the
next most subordinate Class to the extent that the Certificate Balance on such
Distribution Date for such Class of Certificates (prior to taking the Appraisal
Reduction into account) is less than the Appraisal Reduction for such
Distribution Date.

            Section 4.06 Certificate Deferred Interest.

            (a) On each Distribution Date, the amount of interest distributable
to a Class of Certificates (other than the Class [X] Certificates) shall be
reduced by an amount equal to the amount of Mortgage Deferred Interest for all
Mortgage Loans for the Due Dates occurring in the related Due Period allocated
to such Class of Certificates, such Mortgage Deferred Interest to be allocated
first to the Class [H] Certificates, second to the Class [G] Certificates, third
to the Class [F] Certificates, fourth to the Class [E] Certificates, fifth to
the Class [D] Certificates, sixth to the Class [C] Certificates, seventh to the
Class [B] Certificates and eighth, pro rata (based upon Accrued Certificate
Interest), to the Class [A-1] and Class [A-2] Certificates, in each case up to
the respective Accrued Certificate Interest for each such Class of Certificates
for such Distribution Date.

            (b) On each Distribution Date, the Certificate Balances of the Class
[A-1], Class [A-2], Class [B], Class [C], Class [D], Class [E], Class [F], Class
[G] and Class [H] Certificates shall be increased by the amount of the
Certificate Deferred Interest allocated to such Class of Certificates on such
Distribution Date pursuant to Section 4.06(a) above.

            (c) With respect to any Distribution Date, any Certificate Deferred
Interest with respect to such Distribution Date allocated pursuant to Section
4.06(a) to a Class of Certificates shall be allocated in reduction of the amount
of interest distributable to the Related Uncertificated Lower-Tier Interest with
respect thereto. On each Distribution Date, to the extent provided in Section
4.06(b), Certificate Deferred Interest will be added to the Lower-Tier Principal
Amount of the Uncertificated Lower-Tier Interests in the same manner as the
interest thereon was reduced pursuant to the preceding sentence.

                               [End of Article IV]

                                     -136-
<PAGE>

                                   ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates.

            (a) The Certificates will be substantially in the respective forms
annexed hereto as Exhibits A-1 through and including A-[14]. 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
shall initially be held and transferred through the book-entry facilities of the
Depository. The Class [R] and Class [LR] Certificates will each be issuable in
one or more registered, definitive physical certificates (each, a "Definitive
Certificate") substantially in the form of Certificates of each Class and with
such applicable legends as are set forth in the Exhibits hereto corresponding to
such Class. Each Certificate will share ratably in all rights of the related
Class. The Class [X] Certificates will be issuable only in minimum Denominations
of authorized initial Notional Amount of not less than $1,000,000 and in
integral multiples of $1,000 in excess thereof. The Offered Certificates (other
than the Class [X] Certificates) will be issuable only in minimum Denominations
of authorized initial Certificate Balance of not less than $25,000, and in
integral multiples of $1,000 in excess thereof. The Non-Registered Certificates
(other than the Residual Certificates) will be issuable in minimum Denominations
of authorized initial Certificate Balance of not less than $250,000, and in
integral multiples of $1,000 in excess thereof. If the Original Certificate
Balance or initial Notional Amount, as applicable, of any Class does not equal
an integral multiple of $1,000, then a single additional Certificate of such
Class may be issued in a minimum denomination of authorized initial Certificate
Balance or initial Notional Amount, as applicable, that includes the excess of
(i) the Original Certificate Balance or initial Notional Amount, as applicable,
of such Class over (ii) the largest integral multiple of $1,000 that does not
exceed such amount. The Class [R] and Class [LR] Certificates will be issuable
only in one or more Definitive Certificates in denominations representing
Percentage Interests of not less than 20%. With respect to any Certificate or
any beneficial interest in a Certificate, the "Denomination" thereof shall be
(i) the amount (a) set forth on the face thereof or, (b) set forth on a schedule
attached thereto or (c) in the case of any beneficial interest in a Book-Entry
Certificate, the interest of the related Certificate Owner in the applicable
Class of Certificates as reflected on the books and records of the Depository or
related Participants, as applicable, (ii) expressed in terms of initial
Certificate Balance or initial Notional Amount, as applicable, and (iii) be in
an authorized denomination, as set forth above. The Book-Entry Certificates will
be issued as one or more certificates registered in the name of a nominee
designated by the Depository, and Certificate Owners will hold interests in the
Book-Entry Certificates through the book-entry facilities of the Depository in
the minimum Denominations and aggregate Denominations as set forth in the above.
No Certificate Owner of a Book-Entry Certificate of any Class thereof will be
entitled to receive a Definitive Certificate representing its interest in such
Class, except as provided in Section 5.03 herein. Unless and until Definitive
Certificates are issued in respect of a Class of Book-Entry Certificates,
beneficial ownership interests in such Class of Certificates will be maintained
and transferred on the book-entry records of the Depository and Depository
Participants, and all references to actions by Holders of such Class of
Certificates will refer to action taken by the

                                     -137-
<PAGE>

Depository upon instructions received from the related registered Holders of
Certificates through the Depository Participants in accordance with the
Depository's procedures and, except as otherwise set forth herein, all
references herein to payments, notices, reports and statements to Holders of
such Class of Certificates will refer to payments, notices, reports and
statements to the Depository or its nominee as the registered Holder thereof,
for distribution to the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository's procedures.

            (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Certificate Registrar by an authorized officer.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the authorized officers of the Certificate Registrar shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
___________________________, is hereby initially appointed Authenticating Agent
with power to act on the Trustee's behalf in the authentication and delivery of
the Certificates in connection with transfers and exchanges as herein provided.
If ___________________________ is removed as Paying Agent, then
___________________________ shall be terminated as Authenticating Agent. If the
Authenticating Agent resigns or is terminated, the Trustee shall appoint a
successor Authenticating Agent which may be the Trustee or an Affiliate thereof.

            (c) 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.

            Section 5.02 Registration of Transfer and Exchange of Certificates.

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
_______________________________ is hereby initially appointed Certificate
Registrar for the purpose of registering Certificates and transfers and
exchanges of Certificates as herein provided. The Certificate Registrar may
appoint, by a written instrument delivered to the Depositor, the Trustee, the
Special Servicer, the Servicer and the Fiscal Agent, any other bank or trust
company to act as Certificate Registrar under such conditions as the predecessor
Certificate Registrar may prescribe, provided, that the predecessor Certificate
Registrar shall not be relieved of any of its duties or responsibilities
hereunder by reason of such appointment. If

                                     -138-
<PAGE>

________________________ resigns or is removed as Certificate Registrar, the
Trustee shall immediately succeed to its predecessor's duties as Certificate
Registrar. If _______________________ is removed as Paying Agent, then
___________________________ shall be terminated as Certificate Registrar. The
Depositor, the Trustee, the Paying Agent, the Servicer and the Special Servicer
shall have the right to inspect the Certificate Register or to obtain a copy
thereof at all reasonable times, and to rely conclusively upon a certificate of
the Certificate Registrar as to the information set forth in the Certificate
Register. The names and addresses of all Certificateholders and the names and
addresses of the transferees of any Certificates shall be registered in the
Certificate Register; provided, however, in no event shall the Certificate
Registrar be required to maintain in the Certificate Register the names of
Certificate Owners. The Person in whose name any Certificate is so registered
shall be deemed and treated as the sole owner and Holder thereof for all
purposes of this Agreement and the Certificate Registrar, the Servicer, the
Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer and any agent
of any of them shall not be affected by any notice or knowledge to the contrary.
A Definitive Certificate is transferable or exchangeable only upon the surrender
of such Certificate to the Certificate Registrar at its office maintained at
___________________________________ or at the Corporate Trust Office, if the
Trustee is the Certificate Registrar (the "Registrar Office") together with an
assignment and transfer (executed by the Holder or his duly authorized
attorney). Subject to the requirements of Sections 5.02(b), (c) and (d), the
Certificate Registrar shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or
more new Certificates in Denominations of a like aggregate Denomination as the
Definitive Certificate being surrendered. Such Certificates shall be delivered
by the Certificate Registrar in accordance with Section 5.02(e). Each
Certificate surrendered for registration of transfer shall be canceled, and the
Certificate Registrar shall hold such canceled Certificates in accordance with
its standard procedures.

            (b) No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction which does not
require such registration or qualification. If a transfer (other than one by the
Depositor to an Affiliate thereof) is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then
either: (i) the Certificate Registrar shall require that the transferee deliver
to the Certificate Registrar an investment representation letter (the
"Investment Representation Letter") substantially in the form of Exhibit C
attached hereto, which Investment Representation Letter shall certify, among
other things, that the transferee is an institutional "accredited investor" as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act (an "Institutional Accredited Investor") or a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act (a "Qualified
Institutional Buyer"), and the Certificate Registrar may also require that the
transferee deliver to the Certificate Registrar an Opinion of Counsel if such
transferee is not a Qualified Institutional Buyer or (ii) if the certifications
described in the preceding clause (i) cannot be provided, (a) the Certificate
Registrar shall require an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar and the Depositor that such transfer may be made pursuant
to an exemption, describing the applicable exemption and the basis therefor,
from registration or qualification under the Securities Act, applicable state
securities laws and other relevant laws, which Opinion of Counsel shall not be
an expense of the Trust Fund, the Certificate Registrar, the Depositor or

                                     -139-
<PAGE>

the Trustee and (b) the Certificate Registrar shall require the transferor to
execute a certification in form and substance satisfactory to the Certificate
Registrar setting forth the facts surrounding such transfer; provided, however,
that a transfer of a Non-Registered Certificate of any such Class may be made to
a trust if the transferor provides to the Certificate Registrar and to the
Trustee a certification that interests in such trust may only be transferred
subject to requirements substantially to the effect set forth in this Section
5.02. The Certificate Registrar will furnish, or cause to be furnished, upon the
request of any Holder of Non-Registered Certificates, to a prospective purchaser
of such Non-Registered Certificates who is a Qualified Institutional Buyer, such
information as is specified in paragraph (d)(4) of Rule 144A with respect to the
Trust Fund, unless, at the time of such request, the entity with respect to
which such information is to be provided is subject to the reporting
requirements of Section 15(d) of the Exchange Act. None of the Depositor, the
Trustee, the Fiscal Agent, the Servicer or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of any
Non-Registered Certificate without registration or qualification. Any Holder of
a Non-Registered Certificate desiring to effect such a transfer shall, and does
hereby agree to, indemnify the Depositor, the Trustee, the Servicer and the
Certificate Registrar against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.
Unless the Certificate Registrar determines otherwise in accordance with
applicable law and the rules and procedures of, or applicable to, the Depository
(the "Depository Rules"), transfers of a beneficial interest in a Book-Entry
Certificate representing an interest in a Non-Registered Certificate that is not
rated in one of the top four categories by a nationally recognized statistical
rating organization to (i) an Institutional Accredited Investor will require
delivery in the form of a Definitive Certificate and the Certificate Registrar
shall register such transfer only upon compliance with the foregoing provisions
of this Section 5.02(b) or (ii) a Qualified Institutional Buyer may only be
effectuated by means of an "SRO Rule 144A System" approved for such purpose by
the Commission.

            Unless the Non-Registered Certificates have been registered under
the Securities Act, each of the Non-Registered Certificates shall bear a legend
substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
            LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
            HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
            ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
            REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
            SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
            TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
            ACCORDANCE WITH ALL APPLICABLE STATE

                                     -140-
<PAGE>

            SECURITIES LAWS AND (a) PURSUANT TO A REGISTRATION STATEMENT WHICH
            HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (b) FOR SO
            LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE
            144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE
            SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
            DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF
            RULE 144A, (c) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
            MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER
            THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
            REQUIREMENTS UNDER THE SECURITIES ACT, OR (d) PURSUANT TO ANOTHER
            AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
            SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE
            COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE
            REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
            LAST PAGE OF THIS CERTIFICATE.

            THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT
            PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
            INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN
            TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
            AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT
            REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
            POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED
            INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY
            ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
            IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
            144A.

            (c) With respect to the Subordinate Certificates, no sale, transfer,
pledge or other disposition by any Holder of any such Certificate shall be made
unless the Certificate Registrar shall have received either (i) a representation
letter from the proposed purchaser or transferee of such Certificate
substantially in the form of Exhibit G attached hereto, to the effect that such
proposed purchaser or transferee is not (a) an employee benefit plan subject to
the fiduciary responsibility provisions of ERISA or Section 4975 of the Code, or
a governmental plan (as defined in Section 3(32) of ERISA) subject to any
federal, state or local law ("Similar


                                     -141-
<PAGE>

Law") which is, to a material extent, similar to the foregoing provisions of
ERISA or the Code (each a "Plan") or (b) a person acting on behalf of or using
the assets of any such Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the
application of Department of Labor Regulation ss. 2510.3-101), other than an
insurance company using the assets of its general account under circumstances
whereby the purchase and holding of such Certificates by such insurance company
would be exempt from the prohibited transaction provisions of ERISA and the Code
under Prohibited Transaction Class Exemption 95-60 or (ii) if such Certificate
is presented for registration in the name of a purchaser or transferee that is
any of the foregoing, an Opinion of Counsel in form and substance satisfactory
to the Certificate Registrar and the Depositor to the effect that the
acquisition and holding of such Certificate by such purchaser or transferee will
not result in the assets of the Trust Fund being deemed to be "plan assets" and
subject to the fiduciary responsibility provisions of ERISA, the prohibited
transaction provisions of the Code or the provisions of any Similar Law, will
not constitute or result in a "prohibited transaction" within the meaning of
ERISA, Section 4975 of the Code or any Similar Law, and will not subject the
Trustee, [the Certificate Registrar, the Servicer, the Special Servicer, the
Fiscal Agent, the Paying Agent, the Extension Adviser,] the Underwriters, the
Placement Agents or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such
Similar Law) in addition to those set forth in the Agreement. The Certificate
Registrar shall not register the sale, transfer, pledge or other disposition of
any such Certificate unless the Certificate Registrar has received either the
representation letter described in clause (i) above or the Opinion of Counsel
described in clause (ii) above. The costs of any of the foregoing representation
letters or Opinions of Counsel shall not be borne by any of the Depositor, the
Servicer, the Special Servicer, the Trustee, the Paying Agent, the Underwriters,
the Placement Agent, the Certificate Registrar, the Fiscal Agent, the Trustee
and the Trust Fund. Each Certificate Owner of a Subordinate Certificate shall be
deemed to represent that it is not a Person specified in clauses (a), or (b)
above. Any transfer, sale, pledge or other disposition of any such Certificates
that would constitute or result in a prohibited transaction under ERISA, Section
4975 of the Code or any Similar Law, or would otherwise violate the provisions
of this Section 5.02(c) shall be deemed absolutely null and void ab initio, to
the extent permitted under applicable law.

            So long as any of the Class of Certificates remains outstanding, the
Servicer will make available, or cause to be made available, upon request, to
any Holder and any Person to whom any such Certificate of any such Class of
Certificates may be offered or sold, transferred, pledged or otherwise disposed
of by such Holder, information with respect to the Servicer, the Special
Servicer or the Mortgage Loans necessary to the provision of an Opinion of
Counsel described in this Section 5.02(c).

            (d) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Paying Agent under clause (ii) below to
deliver payments to a Person other than such Person. The rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:

                  (A) No Person holding or acquiring any Ownership Interest in a
            Residual Certificate shall be a Disqualified Organization or agent
            thereof

                                     -142-
<PAGE>

            (including a nominee, middleman or similar person) (an "Agent"), a
            Plan or a Person acting on behalf of or investing the assets of a
            Plan (such Plan or Person, an "ERISA Prohibited Holder") or a
            Non-U.S. Person and shall promptly notify the Servicer, the Trustee
            and the Certificate Registrar of any change or impending change to
            such status;

                  (B) In connection with any proposed Transfer of any Ownership
            Interest in a Residual Certificate, the Certificate Registrar shall
            require delivery to it, and no Transfer of any Residual Certificate
            shall be registered until the Certificate Registrar receives, an
            affidavit substantially in the form attached hereto as Exhibit D-1
            (a "Transfer Affidavit") from the proposed Transferee, in form and
            substance satisfactory to the Certificate Registrar, representing
            and warranting, among other things, that such Transferee is not a
            Disqualified Organization or Agent thereof, an ERISA Prohibited
            Holder or a Non-U.S. Person, and that it has reviewed the provisions
            of this Section 5.02(d) and agrees to be bound by them;

                  (C) Notwithstanding the delivery of a Transfer Affidavit by a
            proposed Transferee under clause (b) above, if the Certificate
            Registrar has actual knowledge that the proposed Transferee is a
            Disqualified Organization or Agent thereof, an ERISA Prohibited
            Holder or a Non-U.S. Person, no Transfer of an Ownership Interest in
            a Residual Certificate to such proposed Transferee shall be
            effected; and

                  (D) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall agree (1) to require a Transfer
            Affidavit from any prospective Transferee to whom such Person
            attempts to transfer its Ownership Interest in such Residual
            Certificate and (2) not to transfer its Ownership Interest in such
            Residual Certificate unless it provides to the Certificate Registrar
            a letter substantially in the form attached hereto as Exhibit D-2 (a
            "Transferor Letter") certifying that, among other things, it has no
            actual knowledge that such prospective Transferee is a Disqualified
            Organization or Agent thereof, an ERISA Prohibited Holder or a
            Non-U.S. Person.

            (ii) If any purported Transferee shall become a Holder of a Residual
      Certificate in violation of the provisions of this Section 5.02(d), then
      the last preceding Holder of such Residual 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 Residual
      Certificate. None of the Trustee, the Servicer, the Authenticating Agent
      and the Certificate Registrar shall be under any liability to any Person
      for any registration of Transfer of a Residual Certificate that is in fact
      not permitted by this Section 5.02(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; provided,
      however, that the Certificate Registrar shall be under such liability for
      a registration of Transfer of a Residual Certificate if it has actual
      knowledge that the

                                     -143-
<PAGE>

      proposed Transferee is a Disqualified Organization or Agent thereof, an
      ERISA Prohibited Holder or a Non-U.S. Person in violation of Section
      5.02(d)(i)(C) above.

            (iii) The Paying Agent shall make available to the Internal Revenue
      Service and those Persons specified by the REMIC Provisions, upon written
      request of the Trustee, all information in its possession and necessary to
      compute any tax imposed as a result of the Transfer of an Ownership
      Interest in a Residual Certificate to any Person who is a Disqualified
      Organization or Agent thereof, including the information described in
      Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with
      respect to the "excess inclusions" of such Residual Certificate.

            (e) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the Holder of any Definitive Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized denomination) by surrendering such Certificate at the Registrar
Office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, together with an instrument of
assignment or transfer (executed by the Holder or its duly authorized attorney),
in the case of transfer, and a written request for exchange in the case of
exchange. Subject to the restrictions on transfer set forth in this Section 5.02
and Depository Rules, any Certificate Owner owning a beneficial interest in a
Non-Registered Certificate may cause the Certificate Registrar to request that
the Depository exchange such Certificate Owner's beneficial interest in a
Book-Entry for a Definitive Certificate or Certificates. Following a proper
request for transfer or exchange, the Certificate Registrar shall, within 5
Business Days of such request if made at such Registrar Office, or within 10
Business Days if made at the office of a transfer agent (other than the
Certificate Registrar), execute and deliver at such Registrar Office or at the
office of such transfer agent, as the case may be, to the transferee (in the
case of transfer) or Holder (in the case of exchange) or send by first Class
mail (at the risk of the transferee in the case of transfer or Holder in the
case of exchange) to such address as the transferee or Holder, as applicable,
may request, a Definitive Certificate or Certificates, as the case may require,
for a like aggregate Denomination and in such Denomination or Denominations as
may be requested. The presentation for transfer or exchange of any Definitive
Certificate shall not be valid unless made at the Registrar Office or at the
office of a transfer agent by the registered Holder in person, or by a duly
authorized attorney-in-fact. The Certificate Registrar may decline to accept any
request for an exchange or registration of transfer of any Certificate during
the period of 15 days preceding any Distribution Date.

            (f) In the event a Responsible Officer of the Certificate Registrar
becomes aware that a Definitive Certificate (other than a Definitive Certificate
issued in exchange for a Certificate representing an interest in the Class
[A-1], Class [A-2], Class [A-1A][, Class A-3FL], Class [B], Class [C], Class
[D], Class [E] or Class [X] Certificates) or a beneficial interest in a
Book-Entry Certificate representing a Non-Registered Certificate is being held
by or for the benefit of a Person who is not an Eligible Investor, or that such
holding is unlawful under the laws of a relevant jurisdiction, then the
Certificate Registrar shall have the right to void such transfer, if permitted
under applicable law, or to require the investor to sell such Definitive
Certificate or beneficial interest in such Book-Entry Certificate to an Eligible
Investor within 14 days after notice of such determination and each
Certificateholder by its acceptance of a Certificate authorizes the Certificate
Registrar to take such action.

                                     -144-
<PAGE>

            (g) The Certificate Registrar shall provide notice to the Trustee,
the Servicer, the Special Servicer, the Paying Agent and the Depositor of each
transfer of a Certificate and to provide each such Person with an updated copy
of the Certificate Register on or about ______ and ______ of each year,
commencing ______, 200_.

            (h) No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in this Section 5.02 except as provided below. In
connection with any transfer to an Institutional Accredited Investor, the
transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided herein) incurred by the Certificate Registrar in connection with
such transfer. With respect to any transfer or exchange of any Certificate, the
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer or exchange.

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

            Section 5.03 Book-Entry Certificates.

            (a) The Regular Certificates [and Class A-3FL Certificates] shall
initially be issued as one or more Certificates registered in the name of the
Depository or its nominee and, except as provided in subsection (c) below,
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. Such Certificate Owners shall hold and transfer their respective
Ownership Interests in and to such Certificates through the book-entry
facilities of the Depository and, except as provided in Section 5.02(e) above or
subsection (c) below, shall not be entitled to Definitive Certificates in
respect of such Ownership Interests. All transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall only transfer the Ownership Interests in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures.

            (b) The Trustee, the Servicer, the Special Servicer, the Paying
Agent, the Fiscal Agent, the Depositor and the Certificate Registrar may for all
purposes, including the making of payments due on the Book-Entry Certificates,
deal with the Depository as the authorized representative of the Certificate
Owners with respect to such Certificates for the purposes of exercising the
rights of Certificateholders hereunder. The rights of Certificate Owners with
respect to the Book-Entry Certificates shall be limited to those established by
law and agreements between such Certificate Owners and the Depository
Participants and brokerage firms representing such Certificate Owners. Multiple
requests and directions from, and votes of, the Depository as Holder of the
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners.

                                     -145-
<PAGE>

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, the Paying Agent
and the Certificate Registrar in writing that the Depository is no longer
willing or able to properly discharge its responsibilities with respect to the
Book-Entry Certificates and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee, the Paying
Agent and the Certificate Registrar in writing that it elects to terminate the
book-entry system through the Depository, the Paying Agent shall notify the
affected Certificate Owners, through the Depository with respect to all, any
Class or any portion of any Class of the Certificates or (iii) the Trustee
determines that Definitive Certificates are required in accordance with the
provisions of Section 5.03(e), of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates
by the Depository or any custodian acting on behalf of the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Certificate Registrar shall execute, and the Authenticating Agent
shall authenticate and deliver, within 5 Business Days of such request if made
at the Registrar Office, or within 10 Business Days if made at the office of a
transfer agent (other than the Certificate Registrar), the Definitive
Certificates to the Certificate Owners identified in such instructions. None of
the Depositor, the Fiscal Agent, the Paying Agent, the Servicer, the Trustee,
the Special Servicer, the Authenticating Agent and the Certificate Registrar
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates for purposes of evidencing
ownership of any Class of Certificates, the registered Holders of such
Definitive Certificates shall be recognized as Certificateholders hereunder and,
accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

            (d) The Book-Entry Certificates (i) shall be delivered by the
Certificate Registrar to the Depository, or pursuant to the Depository's
instructions, and shall be registered in the name of Cede & Co. and (ii) shall
bear a legend substantially to the following effect:

            Unless this certificate is presented by an authorized representative
            of The Depository Trust Company, a New York corporation ("DTC"), to
            the Certificate Registrar for registration of transfer, exchange or
            payment, and any certificate issued is registered in the name of
            Cede & Co. or in such other name as is requested by an authorized
            representative of DTC (and any payment is made to Cede & Co. or to
            such other entity as is requested by an authorized representative of
            DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
            OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
            owner hereof, Cede & Co., has an interest herein.

            The Book-Entry Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and
shall bear such legend as may be appropriate.

                                     -146-
<PAGE>

            (e) If the Trustee has instituted or the Servicer, on the Trustee's
behalf, has been directed to institute any judicial proceeding in a court to
enforce the rights of the Certificateholders under the Certificates, and the
Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Trustee to obtain possession of all or any
portion of the Certificates evidenced by Book-Entry Certificates, the Trustee
may in its sole discretion determine that such Certificates shall no longer be
represented by such Book-Entry Certificates. In such event, the Certificate
Registrar will execute, the Authenticating Agent will authenticate and the
Certificate Registrar will deliver, in exchange for such Book-Entry
Certificates, Definitive Certificates in a Denomination equal to the aggregate
Denomination of such Book-Entry Certificates to the party so requesting such
Definitive Certificates. In such event, the Trustee shall notify the affected
Certificate Owners and make appropriate arrangements for the effectuation of the
purpose of this clause.

            (f) Upon acceptance for exchange or transfer of a beneficial
interest in a Book-Entry Certificate for a Definitive Certificate, as provided
herein, the Certificate Registrar shall endorse on a schedule affixed to the
related Book-Entry Certificate (or on a continuation of such schedule affixed to
such Book-Entry Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the
Denomination of such Book-Entry Certificate equal to the Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.

            (g) If a Holder of a Definitive Certificate wishes at any time to
transfer such Certificate to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Book-Entry Certificate, such transfer may
be effected only in accordance with Depository Rules and this Section 5.03(g).
Upon receipt by the Certificate Registrar at the Registrar Office of (i) the
Definitive Certificate to be transferred with an assignment and transfer
pursuant to Section 5.02(a), (ii) written instructions given in accordance with
Depository Rules directing the Certificate Registrar to credit or cause to be
credited to another account a beneficial interest in the related Book-Entry
Certificate, in an amount equal to the Denomination of the Definitive
Certificate to be so transferred, (iii) a written order given in accordance with
the Depository Rules containing information regarding the account to be credited
with such beneficial interest and (iv) if the affected Certificate is a
Non-Registered Certificate an Investment Representation Letter from the
transferee to the effect that such transferee is a Qualified Institutional
Buyer, the Certificate Registrar shall cancel such Definitive Certificate,
execute and deliver a new Definitive Certificate for the Denomination of the
Definitive Certificate not so transferred, registered in the name of the Holder
or the Holder's transferee (as instructed by the Holder), and the Certificate
Registrar shall instruct the Depository or the custodian holding such Book-Entry
Certificate on behalf of the Depository to increase the Denomination of the
related Book-Entry Certificate by the Denomination of the Definitive Certificate
to be so transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions a corresponding Denomination of such
Book-Entry Certificate.

            Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (ii) there is delivered to
the Trustee and the Certificate Registrar such security or

                                     -147-
<PAGE>

indemnity as may be required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and of like Percentage
Interest. Upon the issuance of any new Certificate under this Section, the
Trustee and the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

            Section 5.05 Persons Deemed Owners.

            Prior to due presentation of a Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Paying Agent, the Fiscal Agent, the Certificate Registrar and any agents of any
of them may treat the person in whose name such Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Section 4.01 and for all other purposes whatsoever, except as and to the extent
provided in the definition of "Certificateholder," and none of the Depositor,
the Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Paying
Agent, the Certificate Registrar and any agent of any of them shall be affected
by notice to the contrary except as provided in Section 5.02(d).

            Section 5.06 Appointment of Paying Agent.

            ______________________________ is hereby initially appointed Paying
Agent to act on the Trustee's behalf in accordance with the terms of this
Agreement. If the Paying Agent resigns or is terminated, the Trustee shall
appoint a successor Paying Agent which may be the Trustee or an Affiliate
thereof to fulfill the obligations of the Paying Agent hereunder which must be
rated "A" or otherwise be acceptable to the Rating Agencies, as evidenced by a
written confirmation that such appointment will not cause the downgrade,
withdrawal or qualification of the then current ratings of any Class of
Certificates. The Trustee shall enter into a side agreement with the Paying
Agent, which agreement shall set forth the amount of compensation the Paying
Agent is entitled to retain from amounts otherwise payable to the Trustee
pursuant to Section 3.05 and 8.05 of the Pooling Agreement.

            (b) The Paying Agent 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.

            (c) The Paying Agent, at the expense of the Trust Fund (but only if
such amount constitutes "unanticipated expenses of the REMIC" within the meaning
of Treasury Regulations Section 1.860(G)-1(b)(3)(ii)), may consult with counsel
and the written advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection

                                     -148-
<PAGE>

in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith.

            (d) The Paying Agent shall not be personally 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.

            (e) The Paying Agent 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 Paying Agent of its duties or obligations
hereunder.

            (f) The Paying Agent shall not be responsible for any act or
omission of the Servicer or the Special Servicer or of the Depositor.

                               [End of Article V]

                                     -149-
<PAGE>

                                   ARTICLE VI

                               THE DEPOSITOR, THE
                        SERVICER AND THE SPECIAL SERVICER

            Section 6.01 Liability of the Depositor, the Servicer and the
                         Special Servicer.

            The Depositor, the Servicer and the Special Servicer shall be liable
in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Servicer and the
Special Servicer herein.

            Section 6.02 Merger, Consolidation or Conversion of the Depositor,
                         the Servicer or the Special Servicer.

            (a) Subject to subsection (b) below, the Depositor, the Servicer and
the Special Servicer each will keep in full effect its existence, rights and
franchises as a corporation 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 in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

            (b) The Depositor, the Servicer and the Special Servicer each may be
merged or consolidated with or into any Person, or transfer all or substantially
all of its assets (which may be limited to all or substantially all of its
assets related to commercial mortgage loan servicing) to any Person, in which
case any Person resulting from any merger or consolidation to which the
Depositor, the Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business of the Depositor, the Servicer or the Special
Servicer, shall be the successor of the Depositor, the Servicer and the Special
Servicer, as the case may be, hereunder, without the execution or filing of any
paper (other than an assumption agreement wherein the successor shall agree to
perform the obligations of and serve as the Depositor, the Servicer or the
Special Servicer, as the case may be, in accordance with the terms of this
Agreement) or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that such merger,
consolidation or succession will not result in a withdrawal, downgrading or
qualification of the then-current ratings of the Classes of Certificates that
have been so rated (as evidenced by a letter to such effect from each Rating
Agency).

            Section 6.03 Limitation on Liability of the Depositor, the Servicer,
                         the Special Servicer and Others.

            (a) None of the Depositor, the Servicer, the Special Servicer[, the
Extension Adviser] or any of the directors, officers, members, managers,
employees or agents of any of the foregoing shall be under any liability to the
Trust or the Certificateholders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the
Depositor, the

                                     -150-
<PAGE>

Servicer, the Special Servicer[, the Extension Adviser] or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of negligent disregard of
obligations and duties hereunder. The Depositor, the Servicer, the Special
Servicer[, the Extension Adviser] and any director, officer, member, manager,
employee or agent of the Depositor, the Servicer, the Special Servicer [or the
Extension Adviser] may rely in good faith on any document of any kind which,
prima facie, is properly executed and submitted by any Person respecting any
matters arising hereunder. The Depositor, the Servicer, the Special Servicer and
any general partner of the foregoing[, the Extension Adviser] and any director,
officer, member, manager, employee or agent of any of the foregoing shall be
indemnified and held harmless by the Trust against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses incurred in
connection with any legal action relating to this Agreement or the Certificates,
other than any loss, liability or expense: (i) specifically required to be borne
thereby pursuant to the terms hereof; (ii) incurred in connection with any
breach of a representation, warranty or covenant made by it herein; (iii)
incurred by reason of bad faith, willful misconduct or negligence in the
performance of its obligations or duties hereunder, or by reason of negligent
disregard of such obligations or duties or (iv) in the case of the Depositor and
any of its directors, officers, employees and agents, incurred in connection
with any violation by any of them of any state or federal securities law.

            (b) None of the Depositor, the Servicer, the Special Servicer [and
the Extension Adviser] 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 not recoverable from
the Trust Fund; provided, however, that the Depositor, the Servicer, the Special
Servicer [or the Extension Adviser] 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. In such event, the legal
expenses and costs of such action, proceeding, hearing or examination and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Fund, and the Depositor, the Servicer, the Special Servicer [and the
Extension Adviser] shall be entitled to be reimbursed therefor out of amounts
attributable to the Mortgage Loans on deposit in the Certificate Account as
provided by Section 3.05(a).

            (c) Each of the Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trustee, the Fiscal Agent and the Trust and any
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 costs, judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any
willful misfeasance, bad faith or negligence of the Servicer or the Special
Servicer, as the case may be, in the performance of its obligations and duties
under this Agreement (including acts or omissions occurring in their capacity as
agent for the Trustee) or by reason of reckless disregard by the Servicer or the
Special Servicer, as the case may be, of its duties and obligations hereunder or
by reason of breach of any representations or warranties made herein. The
Trustee, the Depositor or the Fiscal Agent, as the case may be, shall
immediately notify the Servicer or the Special Servicer, as applicable, if a
claim is made by a third party with respect to this

                                     -151-
<PAGE>

Agreement or the Mortgage Loans entitling it to indemnification hereunder,
whereupon the Servicer or the Special Servicer, as the case may be, shall assume
the defense of such claim (with counsel reasonably satisfactory to the Trustee,
the Depositor or the Fiscal Agent) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Servicer or the Special Servicer, as the case may be,
shall not affect any rights any of the foregoing Persons may have to
indemnification under this Agreement or otherwise, unless the Servicer's, or the
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
Servicer, the Trustee, the Fiscal Agent and the Special Servicer.

            Section 6.04 Depositor, Servicer and Special Servicer Not to Resign.

            Subject to the provisions of Section 6.02, none of the Depositor,
the Servicer and the Special Servicer shall resign from their respective
obligations and duties hereby imposed on each of them except upon (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 Servicer or Special Servicer, as applicable, and
receipt by the Trustee of written confirmation from each applicable Rating
Agency that such resignation and appointment will not cause such Rating Agency
to downgrade, withdraw or qualify any of the then current ratings assigned by
such Rating Agency to any Class of Certificates. Any such determination
permitting the resignation of the Depositor, the Servicer or the Special
Servicer pursuant to clause (a) above shall be evidenced by an Opinion of
Counsel (at the expense of the resigning party) to such effect delivered to the
Trustee. No such resignation by the Servicer or the Special Servicer shall
become effective until the Trustee or a successor Servicer shall have assumed
the Servicer's or Special Servicer's, as applicable, responsibilities and
obligations in accordance with Section 7.02. Upon any termination or resignation
of the Servicer hereunder, the Servicer shall have the right and opportunity to
appoint any successor Servicer with respect to this Section 6.04, provided, that
such successor Servicer otherwise meets the requirements set forth herein.

            Notwithstanding the foregoing, the Servicer's right to appoint any
successor shall be subject to the requirements of this paragraph. Prior to
appointing any successor Servicer, the Servicer shall provide
___________________________ written notice (with a copy to the Trustee) of the
proposed resignation and the price to be paid to the Servicer by the successor
Servicer for such appointment. Provided ___________________________ satisfies
the requirements under this Agreement for a successor Servicer,
___________________________ shall be entitled to become the successor Servicer
if within five Business Days of receipt of such notice from the Servicer,
___________________________ executes and delivers to the Servicer a commitment
to accept the appointment at the price proposed to be paid by the successor
Servicer and within 25 days of the notice delivers to the Servicer: (a) the
Rating Agency confirmations required by clause (b) above, (b) cash consideration
in the amount that the successor Servicer was willing to pay to the Servicer for
such appointment, and (c) an assumption in writing (with a copy to the Trustee)
of the obligations of the Servicer under this Agreement; provided, that
___________________________ shall have an additional period of time, not to
exceed 45 days following receipt of such notice from the Servicer, to deliver
the

                                     -152-
<PAGE>

Rating Agency confirmations so long as ___________________________ has been
using, and continues to use, its best efforts to obtain such Rating Agency
confirmations and ___________________________ is an acceptable master servicer
to DCR and "approved" by S&P as a Servicer of commercial loans. If
___________________________ fails to execute and deliver to the servicer such
commitment or deliver such items within such time period, the Servicer may
appoint the successor Servicer.

            Section 6.05 Rights of the Depositor in Respect of the Servicer and
                         the Special Servicer.

            The Depositor may, but is not obligated to, enforce the obligations
of the Servicer and the Special Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of the
Servicer and the Special Servicer hereunder or exercise the rights of the
Servicer or Special Servicer, as applicable, hereunder; provided, however, that
the Servicer and the Special Servicer shall not be relieved of any of their
respective obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Servicer or the Special Servicer and is
not obligated to supervise the performance of the Servicer or the Special
Servicer under this Agreement or otherwise.

            Section 6.06 [Rating Agency Fees.]

            The Servicer shall pay, from its own funds, the annual fees of each
Rating Agency in an amount not to exceed $[_________].]

            Section 6.07 [The Directing Certificateholder.]

            [The Directing Certificateholder shall be entitled to advise the
Special Servicer with respect to the following actions of the Special Servicer,
and notwithstanding anything herein to the contrary, except as set forth in, and
in any event subject to, the second paragraph of this Section 6.07, the Special
Servicer shall not be permitted to take any of the following actions as to which
the Directing Certificateholder has objected in writing within 10 Business Days
of being notified thereof (provided, that if such written objection has not been
received by the Special Servicer within such 10 Business Day period, then the
Directing Certificateholder's approval shall be deemed to have been given):

            (i) any foreclosure upon or comparable conversion (which may include
      acquisitions of an REO Property) of the ownership of properties securing
      such of the Specially Serviced Mortgage Loans as come into and continue in
      default;

            (ii) any modification of a monetary term of a Mortgage Loan other
      than a modification consisting of the extension of the maturity date of a
      Mortgage Loan for one year or less;

            (iii) any proposed sale of a defaulted Mortgage Loan or REO Property
      (other than in connection with the termination of the Trust Fund);

                                     -153-
<PAGE>

            (iv) any determination to bring an REO Property into compliance with
      applicable environmental laws or to otherwise address Hazardous Materials
      located at an REO Property;

            (v) any acceptance of substitute or additional collateral for a
      Mortgage Loan other than pursuant to the terms of the related Mortgage
      Loan;

            (vi) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;
      and

            (vii) any acceptance of an assumption agreement releasing a borrower
      from liability under a Mortgage Loan other than pursuant to the terms of
      the related Mortgage Loan;

provided, that, in the event that the Special Servicer determines that immediate
action in necessary to protect the interests of the Certificateholders (as a
collective whole), the Special Servicer may take any such action without waiting
for the Directing Certificateholder's response.

            In addition, the Directing Certificateholder may direct the Special
Servicer to take, or to refrain from taking, such other actions as the Directing
Certificateholder may deem advisable or as to which provision is otherwise made
herein; provided, that notwithstanding anything herein to the contrary, no such
direction, and no objection contemplated by the preceding paragraph, may require
or cause the Special Servicer to violate any provision of this Agreement or the
REMIC Provisions, including without limitation the Special Servicer's obligation
to act in accordance with the Servicing Standards, or expose the Servicer, the
Special Servicer, the Trust Fund or the Trustee to liability, or materially
expand the scope of the Special Servicer's responsibilities hereunder or cause
the Special Servicer to act, or fail to act, in a manner which in the reasonable
judgment of the Special Servicer is not in the best interests of the
Certificateholders.

            Any costs and expenses incurred by the Special Servicer in obtaining
such consent will be borne by the Directing Certificateholder. In the event the
Special Servicer determines that a refusal to consent by the Directing
Certificateholder or any advice from the Directing Certificateholder would
otherwise cause the Special Servicer to violate the terms of this Agreement,
including without limitation, the Servicing Standards, the Special Servicer
shall disregard such refusal to consent or advice and notify the Directing
Certificateholder, the Trustee, [_____] and [_____] of its determination,
including a reasonably detailed explanation of the basis therefor.

            The Directing Certificateholder shall have no liability to the Trust
Fund or the Certificateholders 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 the Directing Certificateholder shall not be
protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations or duties. 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

                                     -154-
<PAGE>

conflict with those of Holders of some Classes of the Certificates, that the
Directing Certificateholder may act solely in the interests of the Holders of
the Controlling Class, that the Directing Certificateholder does not have any
duties to the Holders of any Class of Certificates other than the Controlling
Class, that the Directing Certificateholder may take actions that favor the
interests of the Holders of the Controlling Class over the interests of the
Holders of one or more other classes of Certificates, that the Directing
Certificateholder, absent willful misfeasance, bad faith or negligence, shall
not be deemed to have been negligent or reckless, or to have acted in bad faith
or engaged in willful misfeasance, by reason of its having acted solely in the
interests of the Holders of the Controlling Class, and that the Directing
Certificateholder shall have no liability whatsoever for having so acted, and no
Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof
for having so acted.

                               [End of Article VI]



                                     -155-
<PAGE>

                                  ARTICLE VII

                                     DEFAULT

          Section 7.01 Events of Default; Servicer and Special Servicer
                       Termination.

            (a) "Event of Default," wherever used herein, means any one of the
following events:

            (i) (A) any failure by the Servicer to make any remittance required
      to be made by the Servicer to the Certificate Account or Escrow Account on
      the day and by the time such remittance is required to be made under the
      terms of this Agreement, which failure is not remedied within one Business
      Day or (B) any failure by the Servicer to deposit into, or remit to the
      Paying Agent for deposit into, any Distribution Account any amount
      required to be so deposited or remitted, which failure is not remedied by
      10:00 a.m. (New York City time) on the relevant Distribution Date; or

            (ii) any failure by the Special Servicer to deposit into the REO
      Account within one Business Day after such deposit is required to be made,
      or to remit to the Servicer for deposit into, or the Servicer to make a
      required deposit into the Certificate Account, or to deposit into, or to
      remit to the Paying Agent for deposit into, the Lower-Tier Distribution
      Account any amount required to be so deposited or remitted by the Servicer
      or the Special Servicer, as the case may be, pursuant to, and at the time
      specified by, the terms of this Agreement; or

            (iii) any failure on the part of the Servicer or the Special
      Servicer duly to observe or perform in any material respect any of its
      other covenants or obligations contained in this Agreement which continues
      unremedied for a period of 30 days (10 days in the case of a failure to
      make a Servicing Advance or 15 days in the case of a failure to pay the
      premium for any insurance policy required to be maintained hereunder)
      after the date on which written notice of such failure, requiring the same
      to be remedied, shall have been given to the Servicer or the Special
      Servicer, as the case may be, by any other party hereto, with a copy to
      each other party to this agreement by the Holders of Certificates of any
      Class evidencing, as to such Class, Percentage Interests aggregating not
      less than 25%; provided, however, if such failure is capable of being
      cured and the Servicer or Special Servicer, as applicable, is diligently
      pursuing such cure, such 30-day period will be extended an additional 30
      days; or

            (iv) any breach on the part of the Servicer or the Special Servicer
      of any representation or warranty contained in Section 3.23 or Section
      3.24, as applicable, which materially and adversely affects the interests
      of any Class of Certificateholders and which continues unremedied for a
      period of 30 days after the date on which notice of such breach, requiring
      the same to be remedied, shall have been given to the Servicer or the
      Special Servicer, as the case may be, by the Depositor or the Trustee, or
      to the Servicer, the Special Servicer, the Depositor and the Trustee by
      the Holders of Certificates of any Class evidencing, as to such Class,
      Percentage Interests aggregating not less than 25%;

                                     -156-
<PAGE>

      provided, however, if such breach is capable of being cured and the
      Servicer or Special Servicer, as applicable, is diligently pursuing such
      cure, such 30-day period will be extended an additional 30 days; or

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

            (vi) the Servicer or the Special Servicer shall consent to the
      appointment of a conservator, receiver, liquidator, trustee or similar
      official in any bankruptcy, insolvency, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings of or relating to the
      Servicer or the Special Servicer or of or relating to all or substantially
      all of its property; or

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

            (viii) the Trustee shall have received written notice from either
      Rating Agency that the continuation of the Servicer or Special Servicer,
      as the case may be, has resulted, or would result, in and of itself, in a
      downgrade, qualification or withdrawal of the then-current rating on any
      Class of Certificates that are rated by a Rating Agency if the Servicer or
      Special Servicer, as the case may be, is not replaced; or

            (ix) the Servicer or the Special Servicer shall be removed from
      [_____]'s approved servicer list or approved special servicer list, as
      applicable, and such removal coincides with the downgrade, qualification
      (including, without limitation, "negative credit watch") or withdrawal of
      the ratings of any of the Certificates by [_____].

            (b) If any Event of Default with respect to the Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 51% of the Voting Rights, shall, terminate, by notice in
writing to the Defaulting Party, with a copy of such notice to the Depositor,
all of the rights and obligations of the Defaulting Party under this Agreement
and in and to the Mortgage Loans and the proceeds thereof; provided, however,
that the Defaulting Party shall be entitled to the payment of accrued and unpaid
compensation and reimbursement through the date of such termination as 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

                                     -157-
<PAGE>

under this Agreement, whether with respect to the Certificates (other than as a
Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and
be vested in the Trustee with respect to a termination of the Servicer and to
the Servicer with respect to a termination of the Special Servicer pursuant to
and under this Section, and, without limitation, the Trustee or Servicer, as
applicable, is hereby authorized and empowered to execute and deliver, on behalf
of and at the expense of the Defaulting Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Servicer and Special
Servicer each agree that if it is terminated pursuant to this Section 7.01(b),
it shall promptly (and in any event no later than 20 Business Days subsequent to
its receipt of the notice of termination) provide the Trustee or the Servicer,
as applicable, with all documents and records requested by it to enable it to
assume the Servicer's or the Special Servicer's, as the case may be, functions
hereunder, and shall cooperate with the Trustee or the Servicer, as applicable,
in effecting the termination of the Servicer's or the Special Servicer's, as the
case may be, responsibilities and rights hereunder, including, without
limitation, the transfer within 5 Business Days to the Trustee or the Servicer,
as applicable, for administration by it of all cash amounts which shall at the
time be or should have been credited by the Servicer to the Certificate Account
or any Servicing Account (if it is the Defaulting Party) or by the Special
Servicer to the REO Account (if it is the Defaulting Party) or thereafter be
received with respect to the Mortgage Loans or any REO Property (provided,
however, that the Servicer and the Special Servicer each shall, if terminated
pursuant to this Section 7.01(b), continue to be entitled to receive all amounts
accrued or owing to it under this Agreement on or prior to the date of such
termination, whether in respect of Advances (in the case of the Servicer) or
otherwise, and it and its directors, managers, officers, members, employees and
agents shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such termination).

            (c) The Holder or Holders of more than 50% of the aggregate
Certificate Balance of the then Controlling Class shall be entitled to terminate
the rights and obligations of the Special Servicer under this Agreement, with or
without cause, upon 10 Business Days notice to the Special Servicer, the
Servicer and the Trustee, and to appoint a successor Special Servicer; provided,
however, that (i) such successor will meet the requirements set forth in Section
7.02 and (ii) as evidenced in writing by each of the Rating Agencies, the
proposed successor of such Special Servicer will not, in and of itself, result
in a downgrading, withdrawal or qualification of the then-current ratings
provided by the Rating Agencies in respect to any Class of then outstanding
Certificates that is rated. No penalty or fee shall be payable to the Special
Servicer with respect to any termination pursuant to this Section 7.01(c).

            (d) The 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.

            [(e) If the Servicer is terminated hereunder, the terminated
Servicer, upon five Business Days of notice to the Trustee, will be entitled to
sell the rights to master service the Mortgage Loans under this Agreement to a
successor Servicer meeting the requirements of Section 6.04 hereof that agrees
to (i) enter into this Agreement as successor Servicer and to agree

                                     -158-
<PAGE>

to be bound by the terms hereof and (ii) enter into the Sub-Servicing Agreement
as successor Servicer and to agree to be bound by its terms, within 45 days
after the termination of the initial Servicer; provided, however, that the
initial Servicer may request and obtain an additional 20 days for such sale and
assumption to be completed so long as the Servicer delivers to the Trustee an
Officer's Certificate stating that the sale and assumption of the rights to
master service the Mortgage Loans cannot be completed in the initial 45-day
period and specifying the reasons, and shall have an additional thirty days to
complete such sale and assumption provided a binding contract of sale has been
executed. The Servicer shall solicit bids (i) on the basis of such successor
Servicer entering into a Sub-Servicing Agreement with the terminated Servicer to
service each of the Mortgage Loans (each, a "Servicing Retained Bid") or (ii) on
the basis of having no obligation to enter into a Sub-Servicing Agreement with
the terminated Servicer (each, a "Servicing Released Bid"), in each case subject
to the successor Servicer assuming each Sub-Servicing Agreement in place as of
the Closing Date. The Servicer shall direct the successor Servicer to enter into
this Agreement as successor Servicer pursuant to the terms hereof (and, if the
successful bid was a Servicing Retained Bid, to enter into a Sub-Servicing
Agreement with the terminated Servicer as contemplated above), no later than 45
days after the termination of the initial Servicer; provided, however, that the
initial Servicer may request and obtain an additional 20 days for such sale and
assumption to be completed so long as the initial Servicer delivers to the
Trustee an Officer's Certificate stating that the sale and assumption of the
right to master service the Mortgage Loans cannot be completed in the initial
45-day period and specifying the reasons.

            The Trustee shall cooperate with the terminated Servicer in
effecting such sale, the proceeds of which will belong to the terminated
Servicer, and whether or not such sale shall have been consummated, the
terminated Servicer shall reimburse the Trustee for all out-of-pocket expenses
incurred by the Trustee in connection therewith, within 30 days of request
therefor, otherwise such expenses shall be payable from the Trust. If no such
sale shall have been consummated within such 45 day period, as such period may
be extended for an additional 20 days as described above, or if the terminated
Servicer shall not have delivered a timely notice of its intention to sell such
servicing rights, the Trustee shall have no further obligations under this
Section 7.01(e) and, subject to Section 7.01(c), may select a successor Servicer
of its choice pursuant to the terms hereof.

            No resignation or termination of the Servicer shall be effective,
and the Servicer shall continue to perform as such and to collect its Servicing
Fee until the conclusion of the process described in this Section 7.01(e) and
the acceptance of appointment by a successor Servicer.]

            Section 7.02 Trustee to Act; Appointment of Successor.

            On and after the time the Servicer or the Special Servicer, as the
case may be, either resigns pursuant to the first sentence of Subsection (a) of
Section 6.04 or receives a notice of termination for cause pursuant to Section
7.01(a), and provided that no acceptable successor has been appointed, the
Trustee shall be the successor to the Servicer and the Servicer shall be the
successor to the Special Servicer, as applicable, in all respects in its
capacity as Servicer or Special Servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to, and have
the benefit of, all of the rights, benefits, responsibilities, duties,

                                     -159-
<PAGE>

            liabilities and limitations on liability relating thereto and that
arise thereafter placed on or for the benefit of the 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 Servicer shall not affect any liability of the predecessor
Servicer which may have arisen prior to its termination as Servicer, and the
appointment of a successor Special Servicer shall not affect any liability of
the predecessor Special Servicer which may have arisen prior to its termination
as Special Servicer. The Trustee or Servicer, as applicable, in its capacity as
successor to the Servicer or the Special Servicer, as the case may be, shall not
be liable for any of the representations and warranties of the Servicer or the
Special Servicer, respectively, herein or in any related document or agreement,
for any acts or omissions of the predecessor Servicer or Special Servicer or for
any losses incurred by the Servicer pursuant to Section 3.06 hereunder, nor
shall the Trustee or the Servicer, as applicable, be required to purchase any
Mortgage Loan hereunder solely as a result of its obligations as successor
Servicer or Special Servicer, as the case may be. As compensation therefor, the
Trustee as successor Servicer shall be entitled to the Servicing Fees and all
fees relating to the Mortgage Loans which the Servicer would have been entitled
to if the Servicer had continued to act hereunder, including but not limited to
any income or other benefit from any Permitted Investment pursuant to Section
3.06, and the Servicer as successor to the Special Servicer shall be entitled to
the Special Servicing Fees to which the Special Servicer would have been
entitled if the Special Servicer had continued to act hereunder. Should the
Trustee or the Servicer, as applicable, succeed to the capacity of the Servicer
or the Special Servicer, as the case may be, the Trustee or the Servicer, as
applicable, shall be afforded the same standard of care and liability as the
Servicer or the Special Servicer, as applicable, hereunder notwithstanding
anything in Section 8.01 to the contrary, but only with respect to actions taken
by it in its role as successor Servicer or successor Special Servicer, as the
case may be, and not with respect to its role as Trustee or Servicer, as
applicable, hereunder. Notwithstanding the above, the Trustee or the Servicer,
as applicable, may, if it shall be unwilling to act as successor to the Servicer
or Special Servicer, as the case may be, or shall, if it is unable to so act, or
if the Trustee or Servicer, as applicable, 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 in Section 6.04 and otherwise herein, as the successor to the
Servicer or the Special Servicer, as applicable, hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Servicer
or Special Servicer hereunder. No appointment of a successor to the Servicer or
the Special Servicer hereunder shall be effective until the assumption in
writing by the successor to the Servicer or the Special Servicer of all its
responsibilities, duties and liabilities hereunder that arise thereafter.
Pending appointment of a successor to the Servicer or the Special Servicer
hereunder, unless the Trustee or the Servicer, as applicable, shall be
prohibited by law from so acting, the Trustee or the Servicer, as applicable,
shall act in such capacity as herein above provided. In connection with such
appointment and assumption of a successor to the Servicer or Special Servicer as
described herein, the Trustee or the Servicer, as applicable, may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation with respect to a successor Servicer or

                                     -160-
<PAGE>

successor Special Servicer, as the case may be, shall be in excess of that
permitted the terminated Servicer or Special Servicer, as the case may be,
hereunder. The Trustee, the Servicer or the Special Servicer (whichever is not
the terminated party) and such successor shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession. Any
costs and expenses associated with the transfer of the servicing function (other
than with respect to a termination without cause) under this Agreement shall be
borne by the predecessor servicer and shall be paid within 30 days of request
therefor, otherwise such costs and expenses shall be payable from the Trust.

            Section 7.03 Notification to Certificateholders.

            (a) Upon any resignation of the Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Servicer or the Special
Servicer pursuant to Section 7.01 or any appointment of a successor to the
Servicer or the Special Servicer pursuant to Section 7.02, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) 5 days after the Trustee would be deemed
to have notice of the occurrence of such an event in accordance with Section
8.02(vii), the Trustee shall transmit by mail to the Depositor and all
Certificateholders notice of such occurrence, unless such default shall have
been cured.

            Section 7.04 Waiver of Events of Default.

            The Holders of Certificates representing at least 66(2)/3% of the
Voting Rights allocated to each Class of Certificates affected by any Event of
Default hereunder may waive such Event of Default within 20 days of the receipt
of notice from the Trustee of the occurrence of such Event of Default; provided,
however, that an Event of Default under clause (i) of Section 7.01(a) may be
waived only by all of the Certificateholders of the affected Classes. Upon any
such waiver of an Event of Default, such Event of Default shall cease to exist
and shall be deemed to have been remedied for every purpose hereunder. Upon any
such waiver of an Event of Default by Certificateholders, the Trustee shall be
entitled to recover all costs and expenses incurred by it in connection with
enforcement action taken with respect to such Event of Default prior to such
waiver from the Trust Fund. 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 and Fiscal Agent as Makers of Advances.

            (a) In the event that the Servicer fails to fulfill its obligations
hereunder to make any Advances, the Trustee shall immediately notify the Fiscal
Agent of such circumstances in writing, and the Trustee shall perform such
obligations (x) within five Business Days of such failure by the Servicer with
respect to Servicing Advances to the extent a Responsible Officer of

                                     -161-
<PAGE>

the Trustee has actual knowledge of such failure with respect to such Servicing
Advances and (y) by the close of business, New York City time, on the related
P&I Advance Date with respect to P&I Advances pursuant to the Paying Agent's
notice of failure pursuant to Section 4.03(a). With respect to any such Advance
made by the Trustee, the Trustee shall succeed to all of the Servicer's rights
with respect to Advances hereunder, including, without limitation, the
Servicer's rights of reimbursement and interest on each Advance at the
Reimbursement Rate, and rights to determine that a proposed Advance is a
Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without
regard to any impairment of any such rights of reimbursement caused by such
Servicer's default in its obligations hereunder); provided, however, that if
Advances made by both the Trustee and the 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 Servicer for such Advances. The Trustee
shall be entitled to conclusively rely on any notice given with respect to a
Nonrecoverable Advance hereunder. In the event the Fiscal Agent is not the
initial Fiscal Agent, with respect to any Distribution Date that the Trustee is
required to make any P&I Advances, immediately upon making such P&I Advances the
Trustee shall notify the Fiscal Agent by facsimile that such P&I Advances have
been made.

            (b) In the event that the Trustee fails to fulfill its obligations
hereunder to make any Advances following the failure of the Servicer to make an
Advance, the Fiscal Agent shall perform such obligations (x) within one Business
Day of such failure by the Trustee with respect to Servicing Advances and (y) by
no later than 10:00 a.m., New York City time, on the related Distribution Date
with respect to P&I Advances, and, with respect to any such Advance made by the
Fiscal Agent, the Fiscal Agent shall succeed to all of the Trustee's rights with
respect to any such Advance hereunder; provided, however, that if Advances made
by the Servicer, the Trustee and the Fiscal Agent 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 interest hereunder shall be applied
entirely to the Advances outstanding to the Fiscal Agent, until such Advances
shall have been repaid in full, together with all interest accrued thereon. The
Fiscal Agent shall be entitled to conclusively rely on any notice given with
respect to a Nonrecoverable Advance hereunder.

                              [End of Article VII]



                                     -162-
<PAGE>

                                  ARTICLE VIII

                     CONCERNING THE TRUSTEE AND FISCAL AGENT

            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, 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 notify the party providing such instrument and
requesting the correction thereof. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Servicer or
the Special Servicer, and accepted by the Trustee in good faith, pursuant to
this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct or bad faith; 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 personally 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; and

            (iii) The Trustee shall not be personally liable with respect to any
      action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of

                                     -163-
<PAGE>

      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).

            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 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 be under no obligation to take any action to enforce the
      rights of the Trust Fund under the Class A-3FL Swap Agreement unless it is
      assured, in its sole discretion, that the costs and expenses of such
      action(s) will be reimbursed by the Class A-3FL Swap Counterparty or the
      Holders of the Class A-3FL Certificates, as applicable, or any other
      party] the Trustee shall not be required to expend or risk its own funds
      or otherwise incur any financial liability in the performance of any of
      its duties hereunder, or in the exercise of any of its rights or powers,
      if it shall have reasonable grounds for believing that repayment of such
      funds or adequate indemnity against such risk or liability is not
      reasonably assured to it; nothing contained herein shall, however, relieve
      the Trustee of the obligation, upon the occurrence of an Event of Default
      which has not been cured, to exercise such of the rights and powers vested
      in it by this Agreement, and to use the same degree of care and skill in
      their exercise as a prudent man would exercise or use under the
      circumstances in the conduct of his own affairs;

            (iv) The Trustee shall not be personally 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

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<PAGE>

      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 from such requesting Holders
      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 Servicer or, if paid by the Trustee, shall be repaid by the
      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 deemed to have notice of any Event of Default unless a Responsible
      Officer of the Trustee has actual knowledge thereof or unless written
      notice of any event which is in fact such a default is received by the
      Trustee at the Corporate Trust Office, and such notice references the
      Certificates or this Agreement; and

            (viii) The Trustee shall not be responsible for any act or omission
      of the Servicer, the Special Servicer or [the Extension Adviser] (unless
      the Trustee is acting as Servicer, Special Servicer or [the Extension
      Adviser], as the case may be) or of the Depositor.

            Section 8.03 Trustee and Fiscal Agent Not Liable for Validity or
                         Sufficiency of Certificates or Mortgage Loans.

            The recitals contained herein and in the Certificates, other than
the acknowledgments of the Trustee in Sections 2.02 and 2.04 and the signature,
if any, of the Trustee set forth on any outstanding Certificate, shall be taken
as the statements of the Depositor, the Servicer or the Special Servicer, as the
case may be, and the Trustee assumes no responsibility for their correctness.
Neither the Trustee nor the Fiscal Agent makes any representations as to the
validity or sufficiency of this Agreement or of any Certificate (other than as
to the signature, if any, of the Trustee set forth thereon) or of any Mortgage
Loan or related document. Neither the Trustee nor the Fiscal Agent shall 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 Mortgage Loans to the Trust Fund, or any funds deposited in or
withdrawn from the Certificate Account or any other account by or on behalf of
the Depositor, the Servicer, the Special Servicer, [the Extension Adviser] or
the Paying Agent (unless the Trustee or the Fiscal Agent is acting as Paying
Agent). Neither the Trustee nor the Fiscal Agent shall be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Servicer,
the Special

                                     -165-
<PAGE>

Servicer or [the Extension Adviser], and accepted by the Trustee or the Fiscal
Agent, as applicable, in good faith, pursuant to this Agreement.

            Section 8.04 Trustee and Fiscal Agent May Own Certificates.

            Each of the Trustee and the Fiscal Agent in its individual capacity,
not as Trustee or Fiscal Agent, may become the owner or pledgee of Certificates,
and may deal with the Depositor, the Servicer, the Special Servicer, the
Placement Agents and the Underwriters in banking transactions, with the same
rights it would have if it were not Trustee or the Fiscal Agent, as applicable.

            Section 8.05 Fees and Expenses of Trustee; Indemnification of
                         Trustee and Fiscal Agent.

            (a) As compensation for the performance of its duties, the Trustee
will be paid the Trustee Fee, equal to one month's interest at the Trustee Fee
Rate, which shall cover recurring and otherwise reasonably anticipated expenses
of the Trustee [(including in the Trustee's capacity as the initial Extension
Adviser)]. The Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage
Loan basis. As to each Mortgage Loan and REO Loan, the Trustee Fee shall accrue
from time to time at the Trustee Fee Rate and shall be computed on the basis of
the Stated Principal Balance of such Mortgage Loan and [a 360-day year
consisting of twelve 30-day months] [for the same period of time which any
interest payment due on such Mortgage Loan or deemed due on such REO Loan is
computed]. 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. The Trustee shall pay, at
its own expense, the fees and expenses of the Fiscal Agent.

            (b) The Trustee, the Fiscal Agent and any director, officer,
employee or agent of the Trustee or the Fiscal Agent shall be entitled to be
indemnified and held harmless by the Trust Fund (to the extent of amounts on
deposit in the Certificate Account or Lower-Tier Distribution Account from time
to time) against any loss, liability or expense (including, without limitation,
costs and expenses of litigation, and of investigation, counsel fees, damages,
judgments and amounts paid in settlement, and expenses incurred in becoming
successor servicer or successor Special Servicer, to the extent not otherwise
paid hereunder) arising out of, or incurred in connection with, any act or
omission of the Trustee or the Fiscal Agent, as applicable, relating to the
exercise and performance of any of the powers and duties of the Trustee or the
Fiscal Agent, as applicable, hereunder; provided, however, that neither the
Trustee, the Fiscal Agent nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable
overhead, (ii) expenses or disbursements incurred or made by or on behalf of the
Trustee or the Fiscal Agent, as applicable, in the normal course of the
Trustee's performing its duties in accordance with any of the provisions hereof,
which are not "unanticipated expenses of the REMIC" within the meaning of
Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability
specifically required to be borne thereby pursuant to the terms hereof or (iv)
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of the Trustee's or the Fiscal Agent's

                                     -166-
<PAGE>

obligations and duties hereunder, or by reason of negligent disregard of such
obligations or duties, or as may arise from a breach of any representation,
warranty or covenant of the Trustee or the Fiscal Agent made herein. The
provisions of this Section 8.05(b) shall survive the termination of this
Agreement and any resignation or removal of the Trustee and/or Fiscal Agent and
appointment of a successor thereto.

            Section 8.06 Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be, and will be required to
resign if it fails to be, (i) a corporation, national bank, national banking
association or a trust company, organized and doing business under the laws of
any state or the United States of America, authorized under such laws to
exercise corporate trust powers and to accept the trust conferred under this
Agreement, having a combined capital and surplus of at least $100,000,000 and
subject to supervision or examination by federal or state authority and shall
not be an Affiliate of the Servicer or the Special Servicer (except during any
period when the Trustee is acting as, or has become successor to, the Servicer
or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an
institution insured by the Federal Deposit Insurance Corporation and (iii) an
institution whose long-term senior unsecured debt is rated either (a) if a
Fiscal Agent is then currently in place, not less than (1) "BBB" by ___ and (2)
"BBB" by ___ (provided, that the Fiscal Agent is not an entity that in and of
itself would result in the downgrading, withdrawal or qualification of ___'s
rating of any of the then-rated Certificates) or (b) if a Fiscal Agent is not
then in place, "AA" by each Rating Agency (or such entity as would not, as
evidenced in writing by such Rating Agency, result in the qualification,
downgrading or withdrawal of any of the ratings then assigned thereby to the
Certificates).

            If such corporation, national bank or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In the event the place of business from which the Trustee administers
the Upper-Tier REMIC and the Lower-Tier REMIC or in which the Trustee's office
is located 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 or (iii) administer the Upper-Tier
REMIC and the Lower-Tier REMIC from a state and local jurisdiction that does not
impose such a tax.

            Section 8.07 Resignation and Removal of the Trustee and the Fiscal
                         Agent.

            (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
Servicer, the Special Servicer[, the Class A-3FL Swap Counterparty] and to all
Certificateholders. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor trustee acceptable to the Servicer 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 Servicer, the Special Servicer[, the Class A-3FL Swap
Counterparty] and the

                                     -167-
<PAGE>

Certificateholders by the Depositor. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the Servicer, or if at any time the
Trustee shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the Trustee or Paying Agent (if different than the Trustee)
shall fail (other than by reason of the failure of either the Servicer or the
Special Servicer to timely perform its obligations hereunder or as a result of
other circumstances beyond the Trustee's or Paying Agent's, as applicable,
reasonable control), to timely publish any report to be delivered, published or
otherwise made available by the Trustee or Paying Agent, as applicable, pursuant
to Section 4.02 and such failure shall continue unremedied for a period of five
days, or if the Trustee or Paying Agent (if different from the Trustee) fails to
make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the
Depositor may remove the Trustee or Paying Agent, as applicable, and appoint a
successor trustee acceptable to the Servicer or paying agent acceptable to the
Trustee, as applicable, by written instrument, in duplicate, which instrument
shall be delivered to the Trustee so removed and to the successor trustee in the
case of the removal of the Trustee. A copy of such instrument shall be delivered
to the Servicer, the Special Servicer and the Certificateholders by the
Depositor.

            (c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Servicer, one complete set to the Trustee so removed
and one complete set to the successor so appointed. A copy of such instrument
shall be delivered to the Depositor, the Special Servicer and the remaining
Certificateholders by the Servicer.

            (d) Subject to the last sentence of the last paragraph of this
Section 8.07(d), the Fiscal Agent shall not be entitled to resign, except under
a determination that it may no longer perform its obligations and duties under
applicable law or such obligations and duties are in material conflict by reason
of applicable law with any other activities carried on by it. Any such
determination is required to be evidenced by an Opinion of Counsel to such
effect delivered to the Depositor and the Trustee. The Fiscal Agent may also
resign from its obligations and duties under this Agreement at any time upon
reasonable notice to the Trustee, provided, that (i) a successor fiscal agent is
willing to assume the obligations, responsibilities, and covenants to be
performed by the Fiscal Agent on substantially the same terms and conditions,
and for not more than equivalent compensation, (ii) the Fiscal Agent bears all
costs associated with such resignation, (iii) the successor fiscal agent has a
long-term debt rating of at least "AA" from each Rating Agency or, as confirmed
in writing by each Rating Agency, is an entity that in and of itself would not
result in a downgrading, withdrawal or qualification of any rating of any
then-rated Certificate, (iv) the successor fiscal agent is approved by the
Depositor and the Trustee and

                                     -168-
<PAGE>

(v) the Rating Agencies shall have confirmed in writing that the appointment of
such successor fiscal agent will not adversely affect or result in a withdrawal,
downgrading, or qualification of the ratings on the Certificates that are
then-rated.

            Upon any resignation or removal of the Fiscal Agent, the Trustee
will be required to designate a successor Fiscal Agent whose appointment will
not adversely affect the ratings on the Certificates then rated, unless (i)
there is a successor Fiscal Agent already provided for in accordance with the
proviso to the last sentence of the preceding paragraph in this Section 8.07(d)
or (ii) the long-term senior unsecured debt of the Trustee is rated "AA" by each
Rating Agency (or such other rating by either Rating Agency as would not, as
evidenced in writing by such Rating Agency, adversely affect any of the ratings
then assigned thereby to the Certificates).

            Any resignation or removal of the Trustee and the Fiscal Agent and
appointment of a successor Trustee and Fiscal Agent pursuant to any of the
provisions of this Section 8.07 shall not become effective until acceptance of
appointment by the successor Trustee and Fiscal Agent as provided in Section
8.08, except that the resignation or removal of the Fiscal Agent shall become
effective immediately if, at the time of such resignation or removal, the
long-term senior unsecured debt of the Trustee is rated "AA" by each Rating
Agency (or such other rating by either Rating Agency as would not, as evidenced
in writing by such Rating Agency, adversely affect any of the ratings then
assigned thereby to the Certificates).

            Upon any succession of the Trustee under this Agreement, the
predecessor Trustee shall be entitled to the payment of accrued and unpaid
compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred including, without limitation, unreimbursed
Advances. No Trustee or Fiscal Agent shall be personally liable for any action
or omission of any successor Trustee or successor Fiscal Agent. Notwithstanding
anything to the contrary herein, resignation or removal of the initial Trustee
shall automatically result in the simultaneous resignation or removal of the
initial Fiscal Agent.

            Section 8.08 Successor Trustee and Fiscal Agent.

            (a) Any successor Trustee or Fiscal Agent appointed as provided in
Section 8.07 shall execute, acknowledge and deliver to the Depositor, the
Servicer, the Special Servicer and to its predecessor Trustee or Fiscal Agent,
as applicable, an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee or Fiscal Agent, as
applicable, shall become effective and such successor Trustee or Fiscal Agent,
as applicable, 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 or Fiscal
Agent herein. The predecessor Trustee shall deliver to the successor trustee all
Mortgage Files and related documents and statements held by it hereunder (other
than any Mortgage Files at the time held on its behalf by a Custodian, which
Custodian, at Custodian's option, shall become the agent of the successor
Trustee), and the Depositor, the Servicer, the Special Servicer and the
predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and certainly vest and
confirm in the successor Trustee all such rights, powers, duties and
obligations, and to enable the successor Trustee to perform its obligations
hereunder.

                                     -169-
<PAGE>

            (b) No successor Trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06.

            (c) Upon acceptance of appointment by a successor Trustee or Fiscal
Agent as provided in this Section 8.08, the Servicer shall mail notice of the
succession of such Trustee or Fiscal Agent hereunder to the Depositor and the
Certificateholders. If the Servicer fails to mail such notice within 10 days
after acceptance of appointment by the successor Trustee or Fiscal Agent, such
successor Trustee or Fiscal Agent, as applicable, shall cause such notice to be
mailed at the expense of the Servicer.

            Section 8.09 Merger or Consolidation of Trustee or Fiscal Agent.

            Any Person into which the Trustee or the Fiscal Agent may be merged
or converted or with which it may be consolidated or any Person resulting from
any merger, conversion or consolidation to which the Trustee or the Fiscal Agent
shall be a party, or any Person succeeding to all or substantially all of the
corporate trust business of the Trustee or the Fiscal Agent, shall be the
successor of the Trustee or the Fiscal Agent, respectively, 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. The Trustee or the Fiscal Agent, as the case may be,
will provide notice of such event to the Servicer, the Special Servicer, the
Depositor and the Rating Agencies.

            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 Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request
to do so, or in case an Event of Default shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as

                                     -170-
<PAGE>

successor to the Servicer or the Special Servicer hereunder), the Trustee shall
be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Trust Fund or any portion thereof in any such jurisdiction) shall be exercised
and performed by such separate trustee or co-trustee at the direction of the
Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then-separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

            Section 8.11 Appointment of Custodians.

            The Trustee may, with the consent of the Servicer, appoint one or
more Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution subject to supervision
by federal or state authority, shall have combined capital and surplus of at
least $15,000,000 and shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File and shall not be the Depositor or any Affiliate
of the Depositor. Each Custodian shall be subject to the same obligations and
standard of care as would be imposed on 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. Any Custodian appointed hereunder must maintain a fidelity
bond and errors and omissions policy in an amount customary for Custodians which
serve in such capacity in commercial mortgage loan securitization transactions.

            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
Paying Agent and the Trustee three copies of any private placement memorandum or
other disclosure document used by the

                                     -171-
<PAGE>

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 and
the Paying Agent, the Depositor promptly shall inform the Trustee of such event
and shall deliver to the Paying agent and the Trustee a copy of the private
placement memorandum or disclosure document, as revised, amended or
supplemented. The Paying Agent (or with respect to item (ii)(j) below, the
Trustee) shall maintain at its offices primarily responsible for administering
the Trust Fund and shall, upon reasonable advance notice, make available during
normal business hours for review by any Holder of a Certificate, the Depositor,
the Servicer, the Special Servicer, [the Extension Adviser,] any Rating Agency
or any other Person to whom the Paying Agent (or the Trustee, if applicable)
believes such disclosure is appropriate, originals or copies of the following
items: (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 Paying Agent and (ii) in all
cases, (a) this Agreement and any amendments hereto entered into pursuant to
Section 11.01, (b) all statements required to be delivered to Certificateholders
of the relevant Class pursuant to Section 4.02 since the Closing Date, (c) all
Officer's Certificates delivered to the Paying Agent since the Closing Date
pursuant to Section 3.13, (d) all accountants' reports delivered to the Paying
Agent since the Closing Date pursuant to Section 3.14, (e) any inspection report
prepared by the Servicer, Sub-Servicer or Special Servicer, as applicable, and
delivered to the Paying Agent and Servicer in respect of each Mortgaged Property
pursuant to Section 3.12(a), (f) as to each Mortgage Loan pursuant to which the
related Mortgagor is required to deliver such items or the Special Servicer has
otherwise acquired such items, the most recent annual operating statement and
rent roll of the related Mortgaged Property and financial statements of the
related Mortgagor and any other reports of the Mortgagor collected by the
Servicer, Sub-Servicer or Special Servicer, as applicable, and delivered to the
Paying Agent pursuant to Section 3.12(b), together with the accompanying written
reports to be prepared by the Special Servicer and delivered to the Paying Agent
pursuant to Section 3.12(b), (g) any and all notices, reports and Environmental
Assessments delivered to the Paying Agent with respect to any Mortgaged Property
securing a Defaulted Mortgage Loan as to which the environmental testing
contemplated by Section 3.09(c) revealed that either of the conditions set forth
in clauses (i) and (ii) of the first sentence thereof was not satisfied (but
only for so long as such Mortgaged Property or the related Mortgage Loan are
part of the Trust Fund), (h) any and all modifications, waivers and amendments
of the terms of a Mortgage Loan entered into by the Servicer or the Special
Servicer and delivered to the Paying Agent pursuant to Section 3.20 (but only
for so long as the affected Mortgage Loan is part of the Trust Fund), (i) any
and all Officer's Certificates delivered to the Paying Agent to support the
Servicer's determination that any P&I Advance or Servicing Advance was or, if
made, would be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance,
as the case may be, (j) any and all of the Mortgage Loan documents contained in
the Mortgage File, (k) any and all Appraisals obtained pursuant to the
definition of "Appraisal Reduction" herein, (l) information regarding the
occurrence of Servicing Transfer Events as to the Mortgage Loans and (m) any and
all Sub-Servicing Agreements and any amendments thereto and modifications
thereof. Copies of any and all of the foregoing items will be available from the
Paying Agent upon request; provided, however, that the Paying Agent shall be
permitted to require payment of a sum sufficient to cover the reasonable costs
and

                                     -172-
<PAGE>

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 Class [F], Class [G] and Class [H]
Certificateholder may upon request from the Paying Agent obtain a copy of any
factual report (other than the Asset Status Report) delivered to the Rating
Agencies under this Agreement.

            (b) The Servicer shall provide a financial market publisher, which
initially shall be Bloomberg, L.P., on a quarterly basis, current information
regarding the items listed on Schedule 1 hereto with respect to the Mortgaged
Properties, to the extent such information due from Mortgagors and such
Mortgagors have authorized the release of such information. If any such
information is provided on or before ___________, 200_, the Servicer shall
provide the Prospectus to Bloomberg, L.P.

            (c) Notwithstanding anything to the contrary herein, in addition to
the reports and information made available and distributed pursuant to the terms
of this Agreement (including the information set forth in Section 8.12(a)), the
Servicer and the Paying Agent shall, in accordance with such reasonable rules
and procedures as each may adopt (which may include the requirement that an
agreement that provides that such information shall be used solely for purposes
of evaluating the investment characteristics of the Certificates be executed),
also provide the reports available to Certificateholders pursuant to Section
4.02, as well as certain additional information received by the Servicer or the
Paying Agent, as the case may be, to any Certificateholder, the Underwriters,
the Placement Agents, any Certificate Owner or any prospective investor
identified as such by a Certificate Owner or Underwriter, that requests such
reports or information; provided, that the Servicer or the Paying Agent, 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.

            (d) With respect to any information furnished by the Paying Agent or
the Servicer pursuant to this Section 8.12, the Paying Agent or Servicer, as the
case may be, shall be entitled to indicate the source of such information and
the Paying Agent or Servicer, as applicable, may affix thereto any disclaimer it
deems appropriate in its discretion. The Paying Agent or the Servicer, as
applicable, shall notify Certificateholders of the availability of any such
information in any manner as it, in its sole discretion, may determine. In
connection with providing access to or copies of the items described in the
preceding paragraph, the Paying Agent or the Servicer, as the case may be, may
require (a) in the case of Certificate Owners, a confirmation executed by the
requesting Person substantially in form and substance reasonably acceptable to
the Servicer or Paying Agent, as applicable, generally to the effect that such
Person is a beneficial holder of Certificates, is requesting the information
solely for use in evaluating such Person's investment in the Certificates and
will otherwise keep such information confidential and (b) in the case of a
prospective purchaser, confirmation executed by the requesting Person in form
and substance reasonably acceptable to the Paying Agent or the Servicer, as the
case may be, generally to the effect that such Person is a prospective purchaser
of a Certificate or an interest therein, is requesting the information solely
for use in evaluating a possible investment in Certificates and will otherwise
keep such information confidential. Neither the Servicer nor the Paying Agent
shall be liable for the dissemination of information in accordance with this
Agreement.

                                     -173-
<PAGE>

            Section 8.13 Representations and Warranties of the Trustee and the
                         Fiscal Agent.

            (a) The Trustee hereby represents and warrants to the Depositor, the
Servicer and the Special Servicer and for the benefit of the Certificateholders,
as of the Closing Date, that:

            (i) The Trustee is a national banking association, duly organized,
      validly existing and in good standing under the laws of the United States;

            (ii) The execution and delivery of this Agreement by the Trustee,
      and the performance and compliance with the terms of this Agreement by the
      Trustee, will not violate the Trustee's charter and by-laws or constitute
      a default (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets;

            (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
      national banking associations 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 either the ability
      of the Trustee to perform its obligations under this Agreement or the
      financial condition of the Trustee;

            (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 either
      the ability of the Trustee to perform its obligations under this Agreement
      or the financial condition of the Trustee; and

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Trustee, or compliance by the Trustee with, this
      Agreement or the consummation of the transactions contemplated by this
      Agreement, except for any consent, approval, authorization or order which
      has not been obtained or cannot be obtained prior to the actual
      performance by the

                                     -174-
<PAGE>

      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.

            (b) The Fiscal Agent hereby represents and warrants to the
Depositor, the Servicer and the Special Servicer and for the benefit of the
Certificateholders, as of the Closing Date, that:

            (i) The Fiscal Agent is a foreign banking corporation, duly
      organized, validly existing and in good standing under the laws governing
      its creation;

            (ii) The execution and delivery of this Agreement by the Fiscal
      Agent, and the performance and compliance with the terms of this Agreement
      by the Fiscal Agent, will not violate the Fiscal Agent's charter and
      by-laws or constitute a default (or an event which, with notice or lapse
      of time, or both, would constitute a default) under, or result in the
      breach of, any material agreement or other instrument to which it is a
      party or which is applicable to it or any of its assets;

            (iii) The Fiscal Agent 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 Fiscal Agent, enforceable against the Fiscal
      Agent 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 national banking associations specifically and (b) general
      principles of equity, regardless of whether such enforcement is considered
      in a proceeding in equity or at law;

            (v) The Fiscal Agent 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 Fiscal Agent's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the Fiscal Agent to perform its obligations under this
      Agreement or the financial condition of the Fiscal Agent;

            (vi) No litigation is pending or, to the best of the Fiscal Agent's
      knowledge, threatened against the Fiscal Agent which would prohibit the
      Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's
      good faith and reasonable judgment, is likely to materially and adversely
      affect either the ability of the Fiscal Agent to perform its obligations
      under this Agreement or the financial condition of the Fiscal Agent; and

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Fiscal Agent, or compliance by the Fiscal Agent with,
      this Agreement or the consummation of

                                     -175-
<PAGE>

      the transactions contemplated by this Agreement, except for any consent,
      approval, authorization or order which has not been obtained or cannot be
      obtained prior to the actual performance by the Fiscal Agent of its
      obligations under this Agreement, and which, if not obtained would not
      have a materially adverse effect on the ability of the Fiscal Agent to
      perform its obligations hereunder.

                              [End of Article VIII]


                                     -176-
<PAGE>

                                   ARTICLE IX

                                   TERMINATION

            Section 9.01 Termination Upon Repurchase or Liquidation of All
                         Mortgage Loans.

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Paying Agent, the
Depositor, the Servicer, the Special Servicer and the Trustee (other than the
obligations of the Paying Agent or Trustee, as applicable, 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 earlier to occur of (i) the purchase by the
Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class [LR] Certificates of all the Mortgage 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 Mortgage Loans (exclusive of REO Loans)
included in the Trust Fund, (2) the Appraised Value of each REO Property, if
any, included in the Trust Fund (such Appraisals in clause (a)(2) to be
conducted by an Independent MAI-designated appraiser selected and mutually
agreed upon by the Servicer and the Trustee, and approved by more than 50% of
the Voting Rights of the Classes of Certificates then outstanding (other than
the Controlling Class unless the Controlling Class is the only Class of
Certificates then outstanding)) and (3) the reasonable out-of-pocket expenses of
the Servicer with respect to such termination, unless the Servicer is the
purchaser of such Mortgage Loans, minus (b) solely in the case where the
Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, together with any interest accrued and payable to the Servicer in
respect of such Advances in accordance with Sections 3.03(d) and 4.03(d) and any
unpaid Servicing Fees, remaining outstanding (which items shall be deemed to
have been paid or reimbursed to the Servicer in connection with such purchase)
and (ii) 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;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James's, living on the date hereof.

            The Servicer, the Special Servicer, the Holders of the Controlling
Class or the Holders of the Class [LR] Certificates may, at their option, elect
to purchase all of the Mortgage Loans and each REO Property remaining in the
Trust Fund as contemplated by clause (i) of the preceding paragraph by giving
written notice to the Trustee, the Paying Agent and the other parties hereto no
later than 60 days prior to the anticipated date of purchase; provided, however,
that the Servicer, the Special Servicer, the Holders of the Controlling Class or
the Holders of the Class [LR] Certificates may so elect to purchase all of the
Mortgage Loans and each REO Property remaining in the Trust Fund only on or
after the first Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
less than 1% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans set forth in the Preliminary Statement. In the event that the Servicer,
the Special Servicer,

                                     -177-
<PAGE>

the Holders of the Controlling Class or the Holders of the Class [LR]
Certificates purchases all of the Mortgage Loans and each REO Property remaining
in the Trust Fund in accordance with the preceding sentence, the Servicer, the
Special Servicer, the Holders of the Controlling Class or the Holders of the
Class [LR] Certificates, as applicable, shall deposit in the Lower-Tier
Distribution Account not later than the P&I Advance Date relating to the
Distribution Date on which the final distribution on the Certificates is to
occur, an amount in immediately available funds equal to the above-described
purchase price or Termination Price, as applicable (exclusive of any portion
thereof payable to any Person other than the Certificateholders pursuant to
Section 3.05(a), which portion shall be deposited in the Certificate Account).
In addition, the Servicer shall transfer to the Lower-Tier Distribution Account
all amounts required to be transferred thereto on such P&I Advance Date from the
Certificate Account pursuant to the first paragraph of Section 3.04(b), together
with any other amounts on deposit in the Certificate Account that would
otherwise be held for future distribution. Upon confirmation that such final
deposits have been made, the Trustee shall release or cause to be released to
the Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class [LR] Certificates, as applicable, the Mortgage Files for
the remaining Mortgage Loans and shall execute all assignments, endorsements and
other instruments furnished to it by the Servicer, the Special Servicer, the
Holders of the Controlling Class or the Holders of the Class [LR] Certificates,
as applicable, as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties remaining in the Trust Fund.

            For purposes of this Section 9.01, the Holders of the Controlling
Class shall have the first option to terminate the Trust Fund, then the Special
Servicer, then the Servicer, and then the Holders of the Class [LR]
Certificates. For purposes of this Section 9.01, the Directing
Certificateholder, with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the
assets of the Trust Fund and terminating the Trust.

            Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Paying Agent by letter to Certificateholders[, the Class
A-3FL Swap Counterparty] 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
Mortgage Loans and each REO Property remaining in the Trust Fund, not earlier
than the 15th day and not later than the 25th day of the month next preceding
the month of the final distribution on the Certificates, or (b) otherwise during
the month of such final distribution on or before the P & I Advance
Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust Fund will terminate and final payment of the
Certificates will be made, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Registrar or such other location
therein designated.

            After transferring the Lower-Tier Distribution Amount and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant
to Section 4.01(d) to the Upper-Tier Distribution Account pursuant to Section
3.04(b), and upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Paying Agent shall
distribute to each Certificateholder so presenting and surrendering its
Certificates

                                     -178-
<PAGE>

such Certificateholder's Percentage Interest of that portion of the amounts then
on deposit in the Upper-Tier Distribution Account [(or, in the case of the Class
A-3FL Certificates, amounts then on deposit in the Class A-3FL Floating Rate
Account after payment of the Class A-3FL Net Swap Payment to the Class A-3FL
Swap Counterparty, as specified in Section 3.05(g)] that are allocable to
payments on the Class of Certificates so presented and surrendered. Amounts on
deposit in the Upper-Tier Distribution Account as of the final Distribution Date
(exclusive of any portion of such amounts payable or reimbursable to any Person
pursuant to clause (ii) of Section 3.05(c)) 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(e) and shall be distributed in termination and liquidation of the
Uncertificated Lower-Tier Interests and the Class [LR] Certificates in
accordance with Sections 4.01(b) and (d). Any funds not distributed on such
Distribution Date shall be set aside and held uninvested in trust for the
benefit of the Trustee (as holder of the Uncertificated Lower-Tier Interests)
and the Certificateholders not presenting and surrendering their Certificates in
the aforesaid manner and shall be disposed of in accordance with this Section
9.01 and Section 4.01(g).

            Section 9.02 Additional Termination Requirements.

            In the event the Servicer, the Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates purchases all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as provided
in Section 9.01, the Trust Fund shall be terminated in accordance with the
following additional requirements, which are intended to meet the definition of
a "qualified liquidation" in Section 860F(a)(4) of the Code:

            (i) the Paying Agent shall specify the date of adoption of the plan
      of complete liquidation (which shall be the date of mailing of the notice
      specified in section 9.01) in a statement attached to each of the
      Upper-Tier REMIC's and the Lower-Tier REMIC's final Tax Return pursuant to
      Treasury Regulations Section 1.860F-1 and shall satisfy all requirements
      of a qualified liquidation under Section 860F of the Code and any
      regulations thereunder;

            (ii) during such 90-day liquidation period and at or prior to the
      time of the making of the final payment on the Certificates, the Trustee
      shall sell all of the assets of the Trust Fund to the Servicer, the
      Special Servicer, the Holders of the Controlling Class or the Holders of
      the Class [LR] Certificates, as applicable, for cash; and

            (iii) immediately following the making of the final payment on the
      Uncertificated Lower-Tier Interests and the Certificates, the Paying Agent
      shall distribute or credit, or cause to be distributed or credited, to the
      Holders of the Class [LR] Certificates (in the case of the Lower-Tier
      REMIC) and the Class [R] Certificates (in the case of the Upper-Tier
      REMIC) all cash on hand (other than cash retained to meet claims), and the
      Trust Fund and each of the Lower-Tier REMIC and the Upper-Tier REMIC shall
      terminate at that time.

            (iv) The party purchasing all of the Mortgage Loans and each REO
      Property as provided above shall provide the Trustee with an Opinion of
      Counsel at the expense of

                                     -179-
<PAGE>

      such party to the effect that such liquidation is a "qualified
      liquidation" pursuant to Section 860F(a)(4) of the Code.

            [In the event the Trust Fund is to be terminated while the Class
A-3FL Swap Contract is still in effect, the Trustee shall promptly notify the
Class A-3FL Swap Counterparty in writing of the date on which the Trust Fund is
to be terminated and the notional amount of the Class A-3FL Swap Contract will
be reduced to zero on such date. Based on the date of termination, the Trustee
shall calculate the Class A-3FL Net Swap Payment, if any, as specified in
Section 3.30, and prior to any final distribution to the Holders of the Class
A-3FL Certificates pursuant to Section 9.01, shall pay such Class A-3FL Net Swap
Payment if any, to the Class A-3FL Swap Counterparty. In the event that any fees
(including termination fees) will be payable to the Class A-3FL Swap
Counterparty in connection with such termination, such fees will be payable to
the Class A-3FL Swap Counterparty solely from amounts remaining in the
applicable Class A-3FL Floating Rate Account after all distributions, to the
Class A-3FL Certificates are made pursuant to Section 9.01.]

                               [End of Article IX]



                                     -180-
<PAGE>

                                   ARTICLE X

                           ADDITIONAL REMIC PROVISIONS

            Section 10.01 REMIC Administration.

            (a) The Servicer shall make an election to treat each of the
Lower-Tier REMIC and the Upper-Tier REMIC as a REMIC under the Code and, if
necessary, under applicable state law. Such election will be made on Form 1066
or other appropriate federal tax or information return (including Form 8811) or
any appropriate state return for the taxable year ending on the last day of the
calendar year in which the Uncertificated Lower-Tier Interests and the
Certificates are issued. For the purposes of the REMIC election in respect of
the Upper-Tier REMIC, each Class of the Regular Certificates [and the Class
A-3FL Regular Interest] shall be designated as the "regular interests" and the
Class [R] Certificates shall be designated as the sole Class of "residual
interests" in the Upper-Tier REMIC. For purposes of the REMIC election in
respect of the Lower-Tier REMIC, each Class of Uncertificated Lower-Tier
Interests shall be designated as the "regular interests" and the Class [LR]
Certificates shall be designated as representing the sole Class of "residual
interests" in the Lower-Tier REMIC. None of the Special Servicer, the Servicer
and the Trustee shall permit the creation of any "interests" (within the meaning
of Section 860G of the Code) in the Lower-Tier REMIC or the Upper-Tier REMIC
other than the foregoing interests.

            (b) The Closing Date is hereby designated as the "startup day" of
each of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of
Section 860G(a)(9) of the Code.

            (c) The Servicer shall act on behalf of each REMIC in relation to
any tax matter or controversy involving either REMIC and shall represent each
REMIC in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal
expenses, including without limitation attorneys' or accountants' fees, and
costs of any such proceeding and any liability resulting therefrom shall be
expenses of the Trust Fund and the Servicer shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans and any REO
Properties on deposit in the Certificate Account as provided by Section 3.05(a)
unless such legal expenses and costs are incurred by reason of the Servicer's
willful misfeasance, bad faith or gross negligence. The Holder of the largest
Percentage Interest in each of the Class [R] and Class [LR] Certificates shall
be designated, in the manner provided under Treasury Regulations Section
1.860F-4(d) and temporary Treasury Regulations Section 301.6231(a)(7)-IT, as the
"tax matters person" of the Upper-Tier REMIC and the Lower-Tier REMIC,
respectively. By their acceptance thereof, the Holders of the largest Percentage
Interest in each of the Class [R] and Class [LR] Certificates hereby agrees to
irrevocably appoint the Servicer as their agent to perform all of the duties of
the "tax matters person" for Upper-Tier REMIC and the Lower-Tier REMIC,
respectively.

            (d) The Servicer shall prepare or cause to be prepared and shall
file, or cause to be filed, all of the Tax Returns that it determines are
required with respect to either of the Lower-Tier REMIC and the Upper-Tier REMIC
created hereunder and deliver such Tax Returns

                                     -181-
<PAGE>

that require signature in a timely manner to the Trustee and the Trustee shall
sign such Tax Returns in a timely manner. The expenses of preparing such returns
shall be borne by the Servicer without any right of reimbursement therefor. The
Servicer agrees to indemnify and hold harmless the Trustee with respect to any
tax or liability arising from the Trustee's signing of Tax Returns that contain
errors or omissions.

            (e) Servicer shall provide or cause to be provided (i) to any
Transferor of a Class [R] Certificate or Class [LR] Certificate such information
as is necessary for the application of any tax relating to the transfer of such
Class [R] Certificate or Class [LR] Certificate to any Person who is a
Disqualified Organization, or in the case of a Transfer to an Agent thereof, to
such Agent, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the "tax matters person" who will serve as the representative of each
of the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder.

            (f) The Servicer shall take such actions and shall cause the Trust
Fund to take such actions as are reasonably within the Servicer's control and
the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each of the Lower-Tier REMIC and the Upper-Tier REMIC
as a REMIC under the REMIC Provisions (and the Trustee shall assist the
Servicer, to the extent reasonably requested by the Servicer to do so). Neither
the Servicer nor the Special Servicer shall knowingly or intentionally take any
action, cause the Trust Fund to take any action or fail to take (or fail to
cause to be taken) any action reasonably within its control and the scope of
duties more specifically set forth herein, that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of either
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (ii) result in the
imposition of a tax upon either the Lower-Tier REMIC or the Upper-Tier REMIC or
the Trust Fund (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, but not
including the tax on "net income from foreclosure property") (either such event,
an "Adverse REMIC Event") unless the Servicer 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 the Servicer 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 the Servicer or the Trustee)
to the effect that the contemplated action will not, with respect to the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, endanger
such status or, unless the Servicer determines in its sole discretion to
indemnify the Trust Fund against such tax, result in the imposition of such a
tax (not including a tax on "net income from foreclosure property"). The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the 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, either the Lower-Tier REMIC or the Upper-Tier REMIC or any of
its assets, or causing the Trust Fund or either the Lower-Tier REMIC or the
Upper-Tier REMIC to take any action, which is not expressly permitted under the
terms of this Agreement, the Trustee will consult with the Servicer or its
designee, in writing, with respect to whether such action could cause an Adverse
REMIC

                                     -182-
<PAGE>

Event to occur with respect to the Trust Fund or either the Lower-Tier REMIC or
the Upper-Tier REMIC and the Trustee shall not take any such action or cause the
Trust Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC to take any
such action as to which the Servicer has advised it in writing that an Adverse
REMIC Event could occur. The Servicer 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, but in no event at the
expense of the Servicer or the Trustee. At all times as may be required by the
Code, the Servicer will to the extent within its control and the scope of its
duties more specifically set forth herein, maintain substantially all of the
assets of each of the Lower-Tier REMIC and the Upper-Tier REMIC 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 applicable federal, state or local tax,
including interest, penalties or assessments, additional amounts or additions to
tax, is imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, such tax
shall be charged against amounts otherwise distributable to the Holders of the
Certificates, except as provided in the last sentence of this Section 10.01(g);
provided, that with respect to the estimated amount of tax imposed on any "net
income from foreclosure property" pursuant to Code Section 860G(d) or any
similar tax imposed by a state or local tax authority, the Special Servicer
shall retain in the related REO Account a reserve for the payment of such taxes
in such amounts and at such times as it shall deem appropriate (or as advised by
the Servicer in writing), and shall remit to the Servicer such reserved amounts
as the Servicer shall request in order to pay such taxes. Except as provided in
the preceding sentence, the Servicer shall withdraw from the Certificate Account
sufficient funds to pay or provide for the payment of, and to actually pay, such
tax as is estimated to be legally owed by either the Lower-Tier REMIC or the
Upper-Tier REMIC (but such authorization shall not prevent the Servicer from
contesting, at the expense of the Trust Fund (other than as a consequence of a
breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings). The Servicer is hereby authorized to and shall
segregate, into a separate non-interest bearing account, the net income from any
"prohibited transaction" under Code Section 860F(a) or the amount of any taxable
contribution to the Lower-Tier REMIC or the Upper-Tier REMIC after the Startup
Day that is subject to tax under Code Section 860G(d) and use such income or
amount, to the extent necessary, to pay such prohibited transactions tax. To the
extent that any such tax (other than any such tax paid in respect of "net income
from foreclosure property") is paid to the Internal Revenue Service or
applicable state or local tax authorities, the Servicer shall retain an equal
amount from future amounts otherwise distributable to the Holders of Residual
Certificates (as applicable) and shall distribute such retained amounts, (x) in
the case of the Lower-Tier REMIC, to the Holders of the Uncertificated
Lower-Tier Interests to the extent they are fully reimbursed for any Collateral
Support Deficit arising therefrom and then to the Holders of the Class [LR]
Certificates in the manner specified in Section 4.01(b) and (y) in the case of
the Upper-Tier REMIC, to the Holders of Class [A] [other than the Class A-3FL
Certificates)], Class [B], Class [C], Class [D], Class [E], Class [F], Class
[G], Class [H] and Class [X] Certificates [and the Class A-3FL Regular
Interest], as applicable, in the manner specified in Section 4.01(a), to the
extent they are fully reimbursed for any Collateral Support Deficit arising
therefrom and then to the Holders of the Class [R] Certificates. None of the
Trustee, the Fiscal Agent, the Servicer or the Special Servicer shall be
responsible for any taxes imposed on either the Lower-Tier REMIC or the
Upper-Tier REMIC

                                     -183-
<PAGE>

except to the extent such taxes arise as a consequence of a breach of their
respective obligations under this Agreement.

            (h) The Trustee (to the extent required to maintain books and
records hereunder) and the Servicer shall, for federal income tax purposes,
maintain books and records with respect to each of the Lower-Tier REMIC and the
Upper-Tier REMIC on a calendar year and on an accrual basis or as otherwise may
be required by the REMIC Provisions.

            (i) Following the Startup Day, neither the Servicer nor the Trustee
shall accept any contributions of assets to the Lower-Tier REMIC and the
Upper-Tier REMIC unless the Servicer and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in the Lower-Tier
REMIC or the Upper-Tier REMIC will not (i) cause either the Lower-Tier REMIC or
the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any
Uncertificated Lower-Tier Interests or Certificates are outstanding or (ii)
subject either the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC to
any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.

            (j) Neither the Servicer nor the Trustee shall enter into any
arrangement by which the Trust Fund or either the Lower-Tier REMIC or the
Upper-Tier REMIC will receive a fee or other compensation for services nor
permit the Trust Fund or either the Lower-Tier REMIC or the Upper-Tier 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) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Balance of each Class of Certificates representing a "regular
interest" in the Upper-Tier REMIC and by which the Lower-Tier Principal Amount
of each Class of Uncertificated Lower-Tier Interests representing a "regular
interest" in the Lower-Tier REMIC would be reduced to zero is __________, 200_
which is the Distribution Date immediately following the latest scheduled
maturity of any Mortgage Loan.

            (l) Within 30 days after the Closing Date, the Servicer 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" for the Lower-Tier REMIC and the Upper-Tier
REMIC.

            (m) Neither the Trustee nor the Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage 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 pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or
acquire any assets for the Trust Fund or either the Lower-Tier REMIC or the
Upper-Tier REMIC or sell or dispose of any investments in the Certificate
Account, the Distribution Accounts or the REO Account for gain unless it has
received an Opinion of Counsel that such sale, disposition or substitution will

                                     -184-
<PAGE>

not (a) affect adversely the status of either the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or (b) unless the Servicer has determined in its
sole discretion to indemnify the Trust Fund against such tax, cause the Trust
Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to a
tax on "prohibited transactions" pursuant to the REMIC Provisions.

            Section 10.02 Depositor, Special Servicer, Paying Agent and Trustee
                          to Cooperate with Servicer.

            (a) The Depositor shall provide or cause to be provided to the
Servicer, within 10 days after the Closing Date, all information or data that
the Servicer reasonably determines to be relevant for tax purposes as to the
valuations and Issue Prices of the Certificates, including, without limitation,
the price, yield, Prepayment Assumption and projected cash flow of the
Certificates.

            (b) The Servicer, the Special Servicer, the Paying Agent and the
Trustee shall each furnish such reports, certifications and information, and
upon reasonable notice and during normal business hours, access to such books
and records maintained thereby, as may relate to the Certificates or the Trust
Fund and as shall be reasonably requested by the Servicer in order to enable it
to perform its duties hereunder.

            Section 10.03 Use of Agents.

            The Servicer shall execute all of its obligations and duties under
this Article X through its corporate trust department located at
_______________________. The Servicer may execute any of its obligations and
duties under this Article X either directly or by or through agents or
attorneys. The Servicer shall not be relieved of any of its duties or
obligations under this Article X by virtue of the appointment of any such agents
or attorneys.

                               [End of Article X]



                                     -185-
<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            Section 11.01 Amendment.

            (a) This Agreement may be amended from time to time by the parties
hereto, without the consent of any of the Certificateholders:

            (i) to cure any ambiguity;

            (ii) to correct or supplement any provisions herein or therein,
      which may be inconsistent with any other provisions herein or therein or
      to correct any error;

            (iii) to modify, eliminate or add to any of its provisions to such
      extent as shall be necessary to maintain the qualification of the Trust
      Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at
      all times that any Certificate is outstanding or to avoid or minimize the
      risk of the imposition of any tax on the Trust Fund or either the
      Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would
      be a claim against the Trust Fund or either the Lower-Tier REMIC or the
      Upper-Tier REMIC, provided, that the Trustee has received an Opinion of
      Counsel to the effect that (a) such action is necessary or desirable to
      maintain such qualification or to avoid or minimize the risk of the
      imposition of any such tax, (b) such action will not adversely affect in
      any material respect the interests of any Certificateholder, and (c) such
      change shall not result in the withdrawal, downgrade or qualification of
      the then-current rating assigned to any Class of Certificates, as
      evidenced by a letter from each Rating Agency to such effect;

            (iv) to change the timing and/or nature of deposits into the
      Certificate Account, the Distribution Accounts or REO Account or to change
      the name in which the Certificate Account is maintained, provided, that
      (a) the P&I Advance Date shall in no event be later than the related
      Distribution Date, (b) such change shall not, as evidenced by an Opinion
      of Counsel, adversely affect in any material respect the interests of any
      Certificateholder and (c) such change shall not result in the withdrawal,
      downgrade or qualification of the then-current rating assigned to any
      Class of Certificates, as evidenced by a letter from each Rating Agency to
      such effect;

            (v) to modify, eliminate or add to the provisions of Section 5.02(d)
      or any other provision hereof restricting transfer of the Residual
      Certificates by virtue of their being the REMIC "residual interests,"
      provided, that (a) such change shall not result in the withdrawal,
      downgrade or qualification of the then-current rating assigned to any
      Class of Certificates, as evidenced by a letter from each Rating Agency to
      such effect, and (b) such change shall not, as evidenced by an Opinion of
      Counsel, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC
      or any of the Certificateholders (other than the Transferor) to be subject
      to a federal tax caused by a Transfer to a Person that is a Disqualified
      Organization or a Non-U.S. Person;

                                     -186-
<PAGE>

            (vi) to make any other provisions with respect to matters or
      questions arising under this Agreement which shall not be materially
      inconsistent with the provisions of this Agreement, provided, that such
      action shall not, (x) as evidenced by an Opinion of Counsel, adversely
      affect in any material respect the interests of any Certificateholder not
      consenting thereto (y) result in the downgrade, withdrawal or
      qualification of the then-current rating assigned to any Class of
      Certificates, as evidenced by a letter from each Rating Agency to such
      effect; and

            (vii) to amend or supplement any provision hereof to the extent
      necessary to maintain the rating or ratings assigned to each Class of
      Certificates by each Rating Agency provided that such change shall not
      result in the downgrade, withdrawal or qualification of the then-current
      rating assigned to any Class of Certificates, as evidenced by a letter
      from each Rating Agency to such effect.

            (b) This Agreement may also be amended from time to time by the
parties hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 51% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding; or

            (iv) modify the definition of Servicing Standard; or

            (v) amend this Section 11.01.

            (c) Notwithstanding the foregoing, the Trustee will not be entitled
to consent to any amendment hereto without having first received an Opinion of
Counsel (at the Trust Fund's expense) to the effect that such amendment is
permitted hereunder and that such amendment or the exercise of any power granted
to the Servicer, the Depositor, the Special Servicer, the Trustee or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on the Trust Fund, the Lower-Tier REMIC or the Upper-Tier
REMIC or cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC.

            (d) Promptly after the execution of any such amendment, the Trustee
shall furnish a statement describing the amendment to each Certificateholder and
the Paying Agent and a copy of such amendment to each Rating Agency.

                                     -187-
<PAGE>

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

            (f) The Trustee may, but shall not be obligated to, enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Servicer or the Trustee requests any amendment of
this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to
Section 11.01(a) or (c) shall be payable out of the Certificate Account.

            (h) [Notwithstanding any contrary provisions of this Agreement, this
Agreement may not be amended in a manner that would adversely affect the
distributions to the Class A-3FL Swap Counterparty or the Class A-3FL
Certificates or the rights of the Class A-3FL Swap Counterparty under the Class
A-3FL Swap Contract or the rights of the holders of the Class A-3FL Certificates
without the consent of the Class A-3FL Swap Counterparty and [66?%] of the
Holders of the Class A-3FL Certificates.]

            Section 11.02 Recordation of Agreement; Counterparts.

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Servicer at the expense of the Depositor on direction by the
Trustee, but only upon direction accompanied by an Opinion of Counsel (the cost
of which shall be paid by the Depositor) to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            (c) The Trustee shall make any filings required under the laws of
the state of its place of business required solely by virtue of the fact of the
location of the Trustee's place of business, the costs of which, if any, to be
at the Trustee's expense.

            Section 11.03 Limitation on Rights of Certificateholders.

            (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal

                                     -188-
<PAGE>

representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

            (b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

            (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
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 11.03(c), each and every Certificateholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

            Section 11.04 Governing Law.

            This Agreement and the Certificates shall be construed in accordance
with the 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.


                                     -189-
<PAGE>

            Section 11.05 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) in the case of the Depositor, GE
Commercial Mortgage Corporation, [125 Park Avenue, New York, New York 10017],
Attention: Daniel J. Vinson, Esq., telecopy number: (212) __________; (ii) in
the case of the Servicer, __________ Attention: __________ telecopy number:
(___) ___-____; (iii) in the case of the Special Servicer
_________________________, Attention: ____________, telecopy number:
____________, with a copy to _________, Esq., ________________________, telecopy
number: _______; (iv) in the case of the Trustee and the Fiscal Agent,
_______________________, Attention: ________________, GE Commercial Mortgage
Corporation, Series 200_-__, telecopy number: ________; (v) in the case of the
initial Paying Agent, the initial Certificate Registrar and the initial
Authenticating Agent, __________, Attention: __________, telecopy number:
__________; (vi) in the case of the Rating Agencies, (a)
_________________________________________________ and (b)
______________________, Attention: __________________, telecopy number:
________; (vii) in the case of the Mortgage Loan Sellers, (a) __________,
Attention: __________, telecopy number (212) 622-3584 and
(b)_______________________________________, Attention: ___________________,
telecopy number ________________; [and (viii) in the case of the Class A-3FL
Swap Counterparty, [_], with a copy to [_];] 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 11.06 Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            Section 11.07 Grant of a Security Interest.

            The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets comprising the Trust Fund,
including without limitation, the Mortgage Loans, all principal and

                                     -190-
<PAGE>

interest received or receivable with respect to the Mortgage Loans (other than
principal and interest payments due and payable prior to the Cut-off Date and
Principal Prepayments received prior to the Cut-off Date), all amounts held from
time to time in the Certificate Account, the Distribution Account, [the Excess
Interest Distribution Account], the [Interest Reserve Account] and, if
established, the REO Account, and all reinvestment earnings on such amounts, and
all of the Depositor's right, title and interest in and to the proceeds of any
title, hazard or other Insurance Policies related to such Mortgage Loans and
(ii) this Agreement shall constitute a security agreement under applicable law.
This Section 11.07 shall constitute notice to the Trustee pursuant to any of the
requirements of the applicable UCC.

            Section 11.08 Successors and Assigns; Beneficiaries.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. [The
Class A-3FL Swap Counterparty shall be a third party beneficiary of this
Agreement.] No other person, including, without limitation, any Mortgagor, shall
be entitled to any benefit or equitable right, remedy or claim under this
Agreement.

            Section 11.09 Article and Section Headings.

            The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            Section 11.10 Notices to the 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 it
has actual knowledge:

            (i) any change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the resignation or termination of the Servicer or the Special
      Servicer;

            (iv) any change in the location of either of the Distribution
      Accounts;

            (v) the repurchase of Mortgage Loans by a Mortgage Loan Seller
      pursuant to Section 3 of the Mortgage Loan Purchase Agreement; and

            (vi) the final payment to any Class of Certificateholders.

            (b) The 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;

            (ii) any change in the location of the Certificate Account; and

                                     -191-
<PAGE>

            (iii) any event that would result in the voluntary or involuntary
      termination of any insurance of the accounts of the Paying Agent or the
      Trustee.

            (iv) any change in the lien priority of any Mortgage Loan;

            (v) any additional lease to an anchor tenant or termination of any
      existing lease to an anchor tenant at retail properties for any Mortgage
      Loan with a Stated Principal Balance that is equal to or greater than the
      lesser of (1) an amount greater than 5% of the then aggregate outstanding
      principal balances of the Mortgage Loans or (2) $35,000,000;

            (vi) any material damage to any Mortgaged Property;

            (vii) any assumption with respect to a Mortgage Loan; and

            (viii) any release or substitution of any Mortgaged Property.

            (c) Each of the Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:

            (i) each of its annual statements as to compliance described in
      Section 3.13;

            (ii) inspection reports and other items delivered to each of the
      Servicer and Special Servicer pursuant to Sections 3.12(a) and 3.12(b);

            (iii) each of its annual independent public accountants' servicing
      reports described in Section 3.14;

            (iv) a Collection Report with respect to each Distribution Date
      required to be delivered pursuant to Section 4.02(b); and

            (v) each waiver and consent provided pursuant to Section 3.08.

            (d) The Paying Agent shall promptly furnish to each Rating Agency a
copy of the Distribution Date Statement distributed pursuant to Section 4.02(a)
and shall promptly furnish notice the Rating Agencies of (i) any change in the
location of either of the Distribution Accounts and (ii) the final payment to
any Class of Certificateholders.

            (e) The Trustee, the Servicer and the Special Servicer, as
applicable, shall furnish to each Rating Agency with respect to each Mortgage
Loan such information as the Rating Agency shall reasonably request and which
the Trustee, the Servicer or Special Servicer, can reasonably provide in
accordance with applicable law and without waiving any attorney client privilege
relating to such information or violating the terms of this Agreement or any
Mortgage Loan documents. The Trustee, the Servicer and Special Servicer, as
applicable, may include any reasonable disclaimer it deems appropriate with
respect to such information. Notwithstanding anything to the contrary herein,
nothing in this Section 11.10 shall require a party to provide duplicative
notices or copies to the Rating Agencies with respect to any of the above listed
items.

                               [End of Article XI]



                                     -192-
<PAGE>

                                  ARTICLE XII

                             EXCHANGE ACT REPORTING

            Section 12.01 Filing Obligations.

            The Servicer, the Special Servicer, the Paying Agent, the Trustee
and the Fiscal Agent shall reasonably cooperate with the Depositor in connection
with the satisfaction of the Trust's reporting requirements under the Exchange
Act.

            Section 12.02 Form 10-D Filings.

            Within 15 days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the [Paying Agent/Trustee] shall prepare and
file on behalf of the Trust any Forms 10-D required by the Exchange Act and the
rules and regulations of the Commission thereunder, in form and substance as
required by the Exchange Act and such rules and regulations. [An Authorized
Officer of the Depositor/A duly authorized representative of the Servicer] shall
sign the Forms 10-D filed on behalf of the Trust. The [Paying Agent/Trustee]
shall file each Form 10-D with a copy of the related Distribution Date Statement
attached thereto. If the [Depositor/Servicer] directs that any other information
is to be filed with any Form 10-D, such information shall be delivered to the
[Paying Agent/Trustee] in EDGAR-compatible form or as otherwise agreed upon by
the [Paying Agent/Trustee] and the [Depositor/Servicer], at the Depositor's
expense, and any necessary conversion to EDGAR-compatible format will be at the
Depositor's expense.(1)

            Section 12.03 Form 10-K Filings.

            Prior to March 30th of each year, commencing in 20__ (or such
earlier date as may be required by the Exchange Act and the rules and
regulations of the Commission), the [Paying Agent/Trustee] shall prepare and
file on behalf of the Trust a Form 10-K, in form and substance as required by
the Exchange Act and the rules and regulations of the Commission. [The senior
officer in charge of securitization of the Depositor/A senior officer in charge
of the servicing function of the Servicer] shall sign each Form 10-K filed on
behalf of the Trust. Such Form 10-K shall include as exhibits each (i) annual
compliance statement described under Sections 12.07, (ii) annual reports on
assessments of compliance with servicing criteria described under Section 12.08
and (iii) accountant's report described under


---------------------
(1) This is to take account for items required by 10D that are not currently
included in the current distribution date statements.

                                     -193-
<PAGE>

Section 12.09, in each case to the extent they have been timely delivered to the
[Paying Agent/Trustee] preparing and filing the Form 10-K. If they are not so
timely delivered, the [Paying Agent/Trustee] shall file an amended Form 10-K
including such documents as exhibits reasonably promptly after they are
delivered to the [Paying Agent/Trustee]. Such Form 10-K shall include, without
limitation, (i) if any Reporting Servicer's report on assessment of compliance
with servicing criteria described under Section 12.08 or related registered
public accounting firm attestation report described under Section 12.09
identifies any material instance of noncompliance, disclosure identifying such
instance of noncompliance and (ii) if any Reporting Servicer's report on
assessment of compliance with servicing criteria or related registered public
accounting firm attestation report is not included as an exhibit to such Form
10-K, disclosure that such report is not included and an associated explanation.
The Servicer or Special Servicer shall, if it is the applicable Reporting
Servicer, provide or cause to be provided, and shall cause each other Reporting
Servicer with which it has entered into a servicing relationship with respect to
the Mortgage Loans to provide or cause to be provided, the disclosure and
explanation required by the preceding sentence no later than March 15 of each
year in which a Form 10-K is required to be filed on behalf of the Trust. Each
Form 10-K shall also include any Sarbanes-Oxley Certification required to be
included therewith, as described in Section 120.4. Neither the [Paying
Agent/Trustee] nor the Servicer shall have any liability with respect to any
failure to properly prepare, execute or file such periodic reports resulting
from the Servicer's or the [Paying Agent's/Trustee's] inability or failure to
obtain any information not resulting from its own negligence, bad faith or
willful misconduct. Prior to March 15 of each year in which the [Paying
Agent/Trustee] is required to file a Form 10-K, the [Paying Agent/Trustee] shall
provide the Depositor with a copy of the Form 10-K that it expects to file
pursuant to this Section 12.03.

            Section 12.04 Sarbanes-Oxley Certification.

            Each Form 10-K shall include a certification (the "Sarbanes-Oxley
Certification") required to be included therewith pursuant to the Sarbanes-Oxley
Act of 2002 and the rules and regulations of the Commission promulgated
thereunder (including any interpretations thereof by the Commission's staff) and
a copy of such Sarbanes-Oxley Certification shall be provided to the Rating
Agencies. The Servicer and the Special Servicer shall, and the Servicer shall
cause each Servicing Function Participant with which it has entered into a
servicing relationship with respect to the Mortgage Loans to, provide to the
Person who signs the Sarbanes-Oxley Certification (the "Certifying Person") a
certification (each, a "Performance Certification"), in the form attached hereto
as Exhibit __, on which the Certifying Person, the entity for which the
Certifying Person acts as an officer (if the Certifying Person is an
individual), and such entity's officers, directors and Affiliates (collectively
with the Certifying Person, "Certification Parties") can reasonably rely. The
[senior officer in charge of the servicing function of the Servicer/ senior
officer in charge of securitization of the Depositor] shall serve as the
Certifying Person on behalf of the Trust. In addition, each Reporting Servicer
shall execute a reasonable reliance certificate to enable the Certification
Parties to rely upon each (i) annual compliance statement provided pursuant to
Section 12.07, (ii) annual report on assessments of compliance with servicing
criteria provided pursuant to Section 12.08 and (iii) accountant's report
provided pursuant to Section 12.09, and shall include a certification that each
such annual compliance statement or report discloses any deficiencies or
defaults described to the registered public accountants of such Reporting
Servicer to enable such accountants to render the certificates provided for in
Section 12.09. In the event any Reporting Servicer is terminated or resigns
pursuant to the terms of this Agreement, or any applicable sub-servicing
agreement or primary servicing agreement, as the case may be, such Reporting
Servicer shall provide a certification to the Certifying Person pursuant to this
Section 12.04 with respect to the period of time it was subject to this
Agreement or the applicable sub-servicing or primary servicing agreement, as the
case may be.

                                     -194-
<PAGE>

            Section 12.05 Form 8-K Filings.

            Within four (4) Business Days after the occurrence of an event
requiring disclosure under Form 8-K (each a "Reportable Event"), the [Paying
Agent/Trustee] shall prepare and file on behalf of the Trust any Forms 8-K as
required by the Exchange Act and the rules and regulations of the Commission
thereunder, provided that the Depositor shall file the initial Form 8-K in
connection with the issuance of the Certificates. Each Form 8-K must be signed
by an [Authorized Officer of the Depositor/authorized representative of the
Servicer]. The [Paying Agent/Trustee] shall file each Form 8-K with a copy of
any applicable exhibits required to filed in connection with such Form 8-K. If
the Depositor directs that any other information is to be filed with any Form
8-K, such information shall be delivered to the [Paying Agent/Trustee] in
EDGAR-compatible form or as otherwise agreed upon by the [Paying Agent/Trustee]
and the Depositor, at the Depositor's expense, and any necessary conversion to
EDGAR-compatible format will be at the Depositor's expense. The Servicer, the
Special Servicer, the Paying Agent and the Trustee shall promptly notify (and
the Servicer and the Special Servicer shall cause each Servicing Function
Participant with which it has entered into a servicing relationship with respect
to the Mortgage Loans to promptly notify) the Depositor and the [Paying
Agent/Trustee], but in no event later than one (1) Business Day after its
occurrence, of any Reportable Event of which it has knowledge.(2)

            Section 12.06 Form 15 Filing.

            Prior to January 30 of the first year in which the Paying Agent is
able to do so under applicable law, the [Paying Agent/Trustee] shall file a Form
15 relating to the automatic suspension of reporting in respect of the Trust
under the Exchange Act.

            Section 12.07 Annual Compliance Statements.

            The Servicer and the Special Servicer [and, if applicable, the
Trustee or Paying Agent] shall, and the Servicer and Special Servicer shall
cause each Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans to, deliver to the Depositor,
the Paying Agent and the Trustee on or before March 15 of each year (or March 14
if a leap year), commencing in March 20__, an Officer's Certificate(3) stating,
as to the signer thereof, that (A) a review of such Certifying Servicer's
activities during the preceding calendar year or portion thereof and of such
Certifying Servicer's performance under this Agreement, or the applicable
sub-servicing agreement or primary servicing agreement in the case of an
Additional Servicer, has been made under such officer's supervision and (B) to
the best of such officer's knowledge, based on such review, such Certifying
Servicer has fulfilled all its obligations under this Agreement, or the
applicable sub-servicing agreement or primary servicing agreement in the case of
an Additional Servicer, in all material respects throughout such year or portion
thereof, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the
nature and status thereof.

___________________________

(2)  This is account for information required to be reported on Form 8-K that
     Trustee may not be aware of such as a servicer entering into or terminating
     material definitive agreements with sub-servicers.

(3)  PSA definition to be amended to include Additional Servicer.


                                     -195-
<PAGE>

The Servicer and the Special Servicer shall, and the Servicer and the Special
Servicer shall cause each Additional Servicer with which it has entered into a
servicing relationship with respect to the Mortgage Loans to, forward a copy of
each such statement to the Rating Agencies. Promptly after receipt of each such
Officer's Certificate, the Depositor shall review such Officer's Certificate
and, if applicable, consult with the Servicer or the Special Servicer, as
applicable, as to the nature of any failures by the Servicer or the Special
Servicer, respectively, or any related Additional Servicer with which the
Servicer or the Special Servicer, as applicable, has entered into a servicing
relationship with respect to the Mortgage Loans in the fulfillment of any of the
Servicer's, Special Servicer's or Additional Servicer's obligations hereunder or
under the applicable sub-servicing or primary servicing agreement.

            Section 12.08 Annual Reports on Assessment of Compliance with
                          Servicing Criteria.

            On or before noon (Eastern Time) on March 15 of each year (or March
14 if a leap year), commencing in March 20__, the Servicer, the Special Servicer
[and the Trustee/Paying Agent], each at its own expense, shall furnish, and the
Servicer and Special Servicer shall cause each Servicing Function Participant
with which it has entered into a servicing relationship with respect to the
Mortgage Loans to furnish, to the Trustee, the Paying Agent and the Depositor,
with a copy to the Rating Agencies, a report on an assessment of compliance with
the Servicing Criteria that contains (A) a statement by such Reporting Servicer
of its responsibility for assessing compliance with the Servicing Criteria
applicable to it, (B) a statement that such Reporting Servicer used the
Servicing Criteria to assess compliance with the applicable Servicing Criteria,
(C) such Reporting Servicer's assessment of compliance with the applicable
Servicing Criteria as of and for the period ending the end of the fiscal year
covered by the Form 10-K required to be filed pursuant to Section 12.02,
including, if there has been any material instance of noncompliance with the
applicable Servicing Criteria, a discussion of each such failure and the nature
and status thereof, and (D) a statement that a registered public accounting firm
has issued an attestation report on such Reporting Servicer's assessment of
compliance with the applicable Servicing Criteria as of and for such period.
Promptly after receipt of each such report, the Depositor shall review each such
report and, if applicable, consult with the Servicer and the Special Servicer as
to the nature of any material instance of noncompliance with the applicable
Servicing Criteria by the Servicer, the Special Servicer or any Servicing
Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans. Neither the Servicer nor the Special
Servicer shall be required to cause the delivery of any such statements until
April 15 in any given year so long as it has received written confirmation from
the Depositor that a Report on Form 10-K is not required to be filed in respect
of the Trust for the preceding calendar year.

            Section 12.09 Annual Independent Public Accountants' Servicing
                          Report.

            On or before noon (Eastern Time) on March 15 of each year (or March
14 if a leap year), commencing in March 20__, the Servicer, the Special Servicer
[and the Trustee/Paying Agent], each at its own expense, shall cause, and the
Servicer and the Special Servicer shall cause each Servicing Function
Participant with which it has entered into a servicing relationship with respect
to the Mortgage Loans to cause, a registered public accounting firm (which may
also render other services to the Servicer, the Special Servicer or the

                                     -196-
<PAGE>

applicable Servicing Function Participant, as the case may be) and that is a
member of the American Institute of Certified Public Accountants to furnish a
report to the Trustee, the Paying Agent and the Depositor, with a copy to the
Rating Agencies and the Operating Adviser, to the effect that (i) it has
obtained a representation regarding certain matters from the management of such
Reporting Servicer, which includes an assertion that such Reporting Servicer has
complied with the Servicing Criteria and (ii) on the basis of an examination
conducted by such firm in accordance with standards for attestation engagements
issued or adopted by the PCAOB, it is expressing an opinion as to whether such
Reporting Servicer's compliance with the Servicing Criteria was fairly stated in
all material respects, or it cannot express an overall opinion regarding such
Reporting Servicer's assessment of compliance with the Servicing Criteria. In
the event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an
opinion. Such report must be available for general use and not contain
restricted use language. Promptly after receipt of such report from the
Servicer, the Special Servicer or any Servicing Function Participant, the
Depositor shall review the report and, if applicable, consult with the Servicer
or the Special Servicer as to the nature of any defaults by the Servicer, the
Special Servicer or any Servicing Function Participant with which it has entered
into a servicing relationship with respect to the Mortgage Loans, as the case
may be, in the fulfillment of any of the Servicer's, the Special Servicer's or
the applicable Servicing Function Participants' obligations hereunder or under
the applicable sub-servicing or primary servicing agreement. The Servicer and
the Special Servicer shall not be required to cause the delivery of such reports
until April 15 in any given year so long as it has received written confirmation
from the Depositor that a Report on Form 10-K is not required to be filed in
respect of the Trust for the preceding calendar year.

            Section 12.10 Exchange Act Reporting Indemnification.

            Each of the Servicer and the Special Servicer shall indemnify and
hold harmless each Certification Party from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and other costs and expenses incurred by such Certification Party
arising out of (i) an actual breach by the Servicer or the Special Servicer, as
the case may be, of its obligations under this Article XII or (ii) negligence,
bad faith or willful misconduct on the part of the Servicer or Special Servicer
in the performance of such obligations. The Servicer and the Special Servicer
shall cause each Additional Servicer and each Servicing Function Participant
with which it has entered into a servicing relationship with respect to the
Mortgage Loans to indemnify and hold harmless each Certification Party from and
against any losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments and other costs and expenses incurred by
such Certification Party arising out of (i) a breach of its obligations to
provide any of the annual compliance statements or annual servicing criteria
compliance reports or attestation reports pursuant to the applicable
sub-servicing or primary servicing agreement or (ii) negligence, bad faith or
willful misconduct its part in the performance of such obligations. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless any Certification Party, then the Servicer, Special Servicer,
Additional Servicer or other Servicing Function Participant (the "Performing
Party") shall contribute to the amount paid or payable to the Certification
Party as a result of the losses, claims, damages or liabilities of the
Certification Party in such proportion as is appropriate to reflect the relative
fault of the Certification Party on the one hand and the Performing Party on the
other in connection with a breach of the Performing Party's obligations pursuant
to Section

                                     -197-
<PAGE>

12.04, 12.07, 12.08 or 12.09 (or breach of its obligations under the applicable
sub-servicing or primary servicing agreement to provide any of the annual
compliance statements or annual servicing criteria compliance reports or
attestation reports) or the Performing Party's negligence, bad faith or willful
misconduct in connection therewith. The Servicer and Special Servicer shall
cause each Additional Servicer or Servicing Function Participant with which it
has entered into a servicing relationship with respect to the Mortgage Loans to
agree to the foregoing indemnification and contribution obligations.

            Section 12.11 Amendments.

            Nothing contained in this Article XII shall be construed to require
any party to this Agreement other than the [Depositor/Master Servicer], or any
of such party's officers, to execute any Form 10-K or any Sarbanes-Oxley
Certification. The failure of any party to this Agreement other than the
[Depositor/Master Servicer], or any of such party's officers, to execute any
Form 10-K or any Sarbanes-Oxley Certification shall not be regarded as a breach
by such party of any of its obligations under this Agreement. This Article XII
may be amended by the parties hereto pursuant to Section 11.01 for purposes of
complying with the Sarbanes-Oxley Act of 2002 or for purposes of designating the
Certifying Person without any Opinions of Counsel, Officer's Certificates,
Rating Agency Confirmations or the consent of any Certificateholder,
notwithstanding anything to the contrary contained in this Agreement.

                     [SIGNATURES COMMENCE ON FOLLOWING PAGE]


                                     -198-
<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.

                                       GE COMMERCIAL MORTGAGE CORPORATION
                                          Depositor

                                          By:    _______________________________
                                          Name:  _______________________________
                                          Title: _______________________________

                                       [____________________________]

                                          Servicer

                                          By:    _______________________________
                                          Name:  _______________________________
                                          Title: _______________________________

                                       [____________________________]
                                          Special Servicer

                                          By:    _______________________________
                                          Name:  _______________________________
                                          Title: _______________________________

                                       [______________________]

                                          Trustee

                                          By:    _______________________________
                                          Name:  _______________________________
                                          Title: _______________________________

                                       [____________________________]
                                          Fiscal Agent

                                          By:    _______________________________
                                          Name:  _______________________________
                                          Title: _______________________________

                                          By:    _______________________________
                                          Name:  _______________________________
                                          Title: _______________________________


<PAGE>

STATE OF NEW YORK          )
                           ) ss.:
COUNTY OF NEW YORK         )

            On the ______ day of __________________, 200_ before me, a notary
public in and for said State, personally appeared ________________________ known
to me to be a ______________________ of GE Commercial Mortgage Corporation, one
of the corporations that executed the within instrument, and also known to me to
be the person who executed it on behalf of such corporation, and acknowledged to
me that such corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                          _____________________________
                                                  Notary Public


[Notarial Seal]

<PAGE>

STATE OF                   )
                           ) ss.:
COUNTY OF                  )

            On the _______ day of ___________, 200_, before me, a notary public
in and for said State, personally appeared _____________________________ known
to me to be a ________________________ of ______________, a _______________ that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such _______________, and acknowledged to me that such
_______________ 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

[Notarial Seal]

<PAGE>

STATE OF ____________      )

                           ) ss.:

COUNTY OF ____________     )

            On the ______ day of ____________, 200_ before me, a notary public
in and for said State, personally appeared ___________________ known to me to be
a __________ of __________, a _________ that executed the within instrument, and
also known to me to be the person who executed it on behalf of such __________,
and acknowledged to me that such __________ 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


[Notarial Seal]

<PAGE>

STATE OF ____________      )
                           ) ss.:
COUNTY OF ____________     )

            On the ______ day of ____________, 200_ before me, a notary public
in and for said State, personally appeared ___________________ known to me to be
a _______ of __________, a __________that executed the within instrument, and
also known to me to be the person who executed it on behalf of such __________,
and acknowledged to me that such __________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


[Notarial Seal]

<PAGE>

STATE OF ____________      )
                           ) ss.:
COUNTY OF ____________     )

            On the  ______  day of  ____________,  200_  before  me,  a notary
public in and for said State, personally appeared  ___________________,  known
to me to be a ________ of  ___________________,  a __________  organized under
the laws of the _______that executed the within instrument,  and also known to
me to be the  person  who  executed  it on  behalf  of  such  __________,  and
acknowledged to me that such __________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


[Notarial Seal]

<PAGE>

STATE OF ____________      )
                           ) ss.:
COUNTY OF ____________     )

            On the  ______  day of  ____________,  200_  before  me,  a notary
public in and for said State, personally appeared  ___________________,  known
to me to be a ________ of  ______________,  a __________  organized  under the
laws of the _______that  executed the within instrument,  and also known to me
to  be  the  person  who  executed  it  on  behalf  of  such  __________,  and
acknowledged to me that such __________ 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


[Notarial Seal]

<PAGE>

                                   Schedule 1

                        Computerized Database Information
                        ---------------------------------

                              Field
                              Identification Number
                              Property Type
                              Property City and State
                              Year Built
                              Year Renovated
                              Occupancy Rate as Of ___
                              Total Square Feet
                              Number of units
                              Original Principal Balance
                              Prepayment Premium
                              Note Rate
                              Annual Debt Service
                              Current DSCR
                              Appraised Value (MAI)
                              Cut-off LTV (MAI)
                              LTV at Maturity (MAI)
                              Annual Reserves per Square Foot/Unit
                              Origination Date
                              Maturity Date
                              (Original) Loan Balance Per SF or Per Unit
                              Current Unpaid Principal Balance
                              200_ Actual or Rolling 12 Month NOI
                              Actual Current Annual Net Operating Income


                                   Sched. 1-1
<PAGE>

                                   SCHEDULE 2
                                   ----------

                   BORROWER CONCENTRATIONS IN EXCESS OF 5%

   (IDENTIFIED BY LOAN ID NUMBER ON EXHIBIT A TO THE PROSPECTUS SUPPLEMENT)



                                   Sched. 2-1
<PAGE>


                                  EXHIBIT [A-1]

                       GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                           SERIES 200_-_, CLASS [A-1]

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.](4)

PASS-THROUGH RATE: ____%               APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION:  $____________           RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $________________

DATE OF POOLING AND SERVICING
AGREEMENT: AS OF ________, 200_        SERVICER: ___________________________


CUT-OFF DATE:  ____________, 200_
                                       SPECIAL SERVICER:__________________

CLOSING DATE:  ____________, 200_
                                       TRUSTEE:____________________________

FIRST DISTRIBUTION DATE:
____________, 200_                     FISCAL AGENT:_______________________

APPROXIMATE AGGREGATE                  PAYING AGENT:______________________
CERTIFICATE BALANCE
OF THE CLASS [A-1] CERTIFICATES
AS OF THE CLOSING DATE:  $_______      CUSIP NO._________

                                       CERTIFICATE NO.:  _______

_________________________________

(1)  If this Certificate represents a Book-Entry Certificate registered in the
     name of Cede & Co., it shall have this legend.

                                     A-1-1
<PAGE>

                             CLASS [A-1] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Accounts, and the REO
Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [A-1] Certificates issued by the Trust Fund created pursuant to the
Pooling and Servicing Agreement, dated as of __________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[A-1] Certificates. The Certificates are designated as the GE Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
200_-_ and are issued in twelve Classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the

                                     A-1-2
<PAGE>

aggregate amount of principal and interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such
Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums
and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [A-1]
Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to
this Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such

                                     A-1-3
<PAGE>

Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(g) of the Pooling and Servicing
Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $______ initial Notional Amount and in
integral multiples of $_____ in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$____initial Certificate Balance, and in integral multiples of $______in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $________ initial
Certificate Balance, and in integral multiples of $_______in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that

                                     A-1-4
<PAGE>

such action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," provided that such change shall not result
in the withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect, and such change shall not, as evidenced by an Opinion of
Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ______% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than _% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of

                                     A-1-5
<PAGE>

the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          _____________________________________,
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.

                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated:__________, 200_

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [A-1] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          _____________________________________,
                                          Authenticating Agent

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY


                                     A-1-6
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                               (Cust)
TEN ENT  -  as tenants by the entireties
                                             Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common                Act __________________________
                                                       (State)

   Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
         (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                        _______________________________________
Dated: _________________________        NOTICE: The signature to this
                                        assignment must correspond with the
                                        name as written upon the face of this
                                        Certificate in every particular
                                        without alteration or enlargement or
                                        any change whatever.
________________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.


                                     A-1-7
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ____________________
______________________________ , as its agent.


                                     A-1-8
<PAGE>

                                  EXHIBIT [A-2]

                       GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                           SERIES 200_-_, CLASS [A-2]

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.](1)

PASS-THROUGH RATE: ______%             APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION:  $____________           RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $___________

DATE OF POOLING AND SERVICING          SERVICER:
AGREEMENT: AS OF__________, 200_       _________________________________

CUT-OFF DATE:______________, 200_      SPECIAL SERVICER:

CLOSING DATE:______________, 200_      TRUSTEE:

FIRST DISTRIBUTION DATE:               FISCAL AGENT:
______________, 200_

                                       PAYING AGENT:
APPROXIMATE AGGREGATE                  ____________________________
CERTIFICATE BALANCE
OF THE CLASS [A-2] CERTIFICATES
AS OF THE CLOSING DATE:  $__________   CUSIP NO.___________

                                       CERTIFICATE NO.:  _______


_________________________________

(1) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.

                                     A-2-1
<PAGE>

                             CLASS [A-2] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [A-2] Certificates issued by the Trust Fund created pursuant to the
Pooling and Servicing Agreement, dated as of____________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[A-2] Certificates. The Certificates are designated as the GE Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
200_-_ and are issued in twelve Classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the

                                     A-2-2
<PAGE>

aggregate amount of principal and interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such
Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums
and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [A-2]
Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to
this Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_______, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such

                                     A-2-3
<PAGE>

Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(g) of the Pooling and Servicing
Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $_____al Notional Amount and in
integral multiples of $______ excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $_______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $_______initial
Certificate Balance, and in integral multiples of $________in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that

                                     A-2-4
<PAGE>

such action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," provided that such change shall not result
in the withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect, and such change shall not, as evidenced by an Opinion of
Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ____% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of

                                     A-2-5
<PAGE>

the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          _____________________________,
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.

                                          By:   ___________________________

                                             AUTHORIZED OFFICER

Dated:_________________, 200_

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [A-2] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          ________________________________,
                                          Authenticating Agent

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY

                                     A-2-6
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                              (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                     (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
         (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                      ________________________________________
      Dated:                          NOTICE: The signature to this
                                      assignment must correspond with the
                                      name as written upon the face of this
                                      Certificate in every particular
                                      without alteration or enlargement or
                                      any change whatever.
________________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

                                     A-2-7
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.

                                     A-2-8
<PAGE>

                                   EXHIBIT A-3

                       GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 200_-_, CLASS [B]

THIS CLASS [B] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.](1)

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED

___________________________________

(1) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.

                                     A-3-1
<PAGE>

TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A
BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.

PASS-THROUGH RATE: %                   APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION:  $___________            RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $_____________

DATE OF POOLING AND SERVICING          SERVICER:  ___________________________
AGREEMENT: AS OF__________, 200_

                                       SPECIAL SERVICER:______________
CUT-OFF DATE:______________, 200_

                                       TRUSTEE:________________________
CLOSING DATE:______________, 200_

                                       FISCAL AGENT:  _________________
FIRST DISTRIBUTION DATE:
_____________, 200_
                                       PAYING AGENT:  ______________________

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE                    CUSIP NO._________
OF THE CLASS [B] CERTIFICATES
AS OF THE CLOSING DATE:  $________
                                       CERTIFICATE NO.:  ______

                                     A-3-2
<PAGE>

                              CLASS [B] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [B] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of______________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[B] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the

                                     A-3-3
<PAGE>

aggregate amount of principal and interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such
Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums
and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [B] Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such

                                     A-3-4
<PAGE>

Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(g) of the Pooling and Servicing
Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $________initial Notional Amount and in
integral multiples of $________in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $_______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $________initial
Certificate Balance, and in integral multiples of $________ in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that

                                     A-3-5
<PAGE>

such action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," provided that such change shall not result
in the withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect, and such change shall not, as evidenced by an Opinion of
Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ___% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of

                                     A-3-6
<PAGE>

the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          ____________________________,
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.

                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated:_________________, 200_

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [B] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          ---------------------------,
                                          Authenticating Agent

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY

                                     A-3-7
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                              (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                      (State)

   Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
         (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                      ________________________________________
      Dated:                          NOTICE: The signature to this
                                      assignment must correspond with the
                                      name as written upon the face of this
                                      Certificate in every particular
                                      without alteration or enlargement or
                                      any change whatever.
_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

                                     A-3-8
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.

                                     A-3-9
<PAGE>

                                   EXHIBIT A-4

                       GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 200_-_, CLASS [C]

THIS CLASS [C] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.](1)

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED


_________________________________

(1) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.

                                     A-4-1
<PAGE>

TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR
REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF
SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE
ASSETS OF THE TRUST FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION
PROVISIONS OF THE CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE
OR RESULT IN A "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION
4975 OF THE CODE OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE
CERTIFICATE REGISTRAR, THE SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE
EXTENSION ADVISER, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE
CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE
THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.

PASS-THROUGH RATE:___ %                APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION:  $___________            RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $____________

DATE OF POOLING AND SERVICING          SERVICER:  ___________________________
AGREEMENT: AS OF _________, 200_

                                       SPECIAL SERVICER:________________________
CUT-OFF DATE: _____________, 200_

                                       TRUSTEE:_________________________________
CLOSING DATE: _____________, 200_

                                       FISCAL AGENT:_______________________
FIRST DISTRIBUTION DATE:
________________, 200_
                                       PAYING AGENT:  ________________________

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE                    CUSIP NO._______________
OF THE CLASS [C] CERTIFICATES
AS OF THE CLOSING DATE:  $________
                                       CERTIFICATE NO.:  ______

                                     A-4-2
<PAGE>

                              CLASS [C] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [C] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of______________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[C] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the
                                     A-4-3
<PAGE>

aggregate amount of principal and interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such
Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums
and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [C] Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such

                                     A-4-4
<PAGE>

Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(g) of the Pooling and Servicing
Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $_______initial Notional Amount and in
integral multiples of $_______in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $_______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $_______initial
Certificate Balance, and in integral multiples of $______in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class [R] and
Class [LR] Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than __%.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that

                                     A-4-5
<PAGE>

such action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," provided that such change shall not result
in the withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect, and such change shall not, as evidenced by an Opinion of
Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ____% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of

                                     A-4-6
<PAGE>

the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          ______________________________,
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.

                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated: _____________, 200_

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [C] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          _____________________________,
                                          Authenticating Agent

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY

                                     A-4-7
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                              (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                       (State)

   Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
         (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                      ________________________________________
Dated:_________________________       NOTICE: The signature to this
                                      assignment must correspond with the
                                      name as written upon the face of this
                                      Certificate in every particular
                                      without alteration or enlargement or
                                      any change whatever.
_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

                                     A-4-8
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.

<PAGE>

                                   EXHIBIT A-5

                       GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 200_-_, CLASS [D]

THIS CLASS [D] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.](1)

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED

________________________________

(1) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.


                                     A-5-1
<PAGE>

TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A
BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.

PASS-THROUGH RATE:____ %               APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION:  $___________            RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $______________

DATE OF POOLING AND SERVICING          SERVICER:  ___________________________
AGREEMENT: AS OF _________, 200_

                                       SPECIAL SERVICER:______________________
CUT-OFF DATE:______________, 200_

                                       TRUSTEE:_______________________________
CLOSING DATE:______________, 200_

                                       FISCAL AGENT:__________________________
FIRST DISTRIBUTION DATE:
______________, 200_
                                       PAYING AGENT:  ________________________

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE                    CUSIP NO.__________
OF THE CLASS [D] CERTIFICATES
AS OF THE CLOSING DATE:  $_______
                                       CERTIFICATE NO.:  ______

                                     A-5-2
<PAGE>

                              CLASS [D] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [D] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of ________________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[D] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the

                                     A-5-3
<PAGE>

aggregate amount of principal and interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such
Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums
and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [D] Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $__________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such

                                     A-5-4
<PAGE>

Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(g) of the Pooling and Servicing
Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $__________initial Notional Amount and
in integral multiples of $1_______ in excess thereof, with one Certificate of
such Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $______ in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $_______initial
Certificate Balance, and in integral multiples of $_______in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Upper-Tier REMIC or
the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax,
provided, however, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and such action is necessary or desirable to avoid such tax
and such action will not result in the withdrawal, downgrade or qualification of
the then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to change the timing and/or nature of deposits
into the Certificate Account or Distribution Account or REO Account or to change
the name in which the Certificate Account is maintained, provided, however, that
the P&I Advance Date shall not be later than the related Distribution Date, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and that

                                     A-5-5
<PAGE>

such action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," provided that such change shall not result
in the withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect, and such change shall not, as evidenced by an Opinion of
Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ____% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of

                                     A-5-6
<PAGE>

the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          _____________________________,
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.

                                          By:   ___________________________

                                             AUTHORIZED OFFICER

Dated: ________________, 200_

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [D] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          _______________________________,
                                          Authenticating Agent

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY

                                     A-5-7
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                              (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                       (State)

   Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
         (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                      ________________________________________
Dated:_________________________       NOTICE: The signature to this
                                      assignment must correspond with the
                                      name as written upon the face of this
                                      Certificate in every particular
                                      without alteration or enlargement or
                                      any change whatever.
_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

                                     A-5-8
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.



                                     A-5-9
<PAGE>

                                   EXHIBIT A-6

                       GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 200_-_, CLASS [E]

THIS CLASS [E] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.](1)

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED


________________________________

(1) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.

                                      A-6-1
<PAGE>

TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A
BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.

PASS-THROUGH RATE: ____%               APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION:  $___________            RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $----------

DATE OF POOLING AND SERVICING          SERVICER:  ___________________________
AGREEMENT: AS OF ___________200_

                                       SPECIAL SERVICER:________________________
CUT-OFF DATE:______________, 200_

                                       TRUSTEE:_________________________________
CLOSING DATE:______________, 200_

                                       FISCAL AGENT:____________________________
FIRST DISTRIBUTION DATE:
__________________, 200_
                                       PAYING AGENT:  __________________________

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE                    CUSIP NO.____________
OF THE CLASS [E] CERTIFICATES
AS OF THE CLOSING DATE:  $___________
                                       CERTIFICATE NO.:  ______

                                      A-6-2
<PAGE>

                              CLASS [E] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [E] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of____________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[E] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the

                                      A-6-3
<PAGE>

aggregate amount of principal and interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such
Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums
and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [E] Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Investments. Interest or other income earned on funds in the
Certificate Account and Distribution Account will be paid to the Servicer as set
forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_______, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such

                                      A-6-4
<PAGE>

Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(g) of the Pooling and Servicing
Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $_______initial Notional Amount and in
integral multiples of $_______ in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $_______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $______initial
Certificate Balance, and in integral multiples of $______in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class [R] and
Class [LR] Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than __%.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that

                                     A-6-5
<PAGE>

such action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," provided that such change shall not result
in the withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect, and such change shall not, as evidenced by an Opinion of
Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ___% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than _% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of

                                      A-6-6
<PAGE>

the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          _____________________________,
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.

                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated:_________________, 200_

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [E] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          ____________________________,
                                          Authenticating Agent

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY

                                      A-6-7
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                              (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                     (State)

   Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
         (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                      ________________________________________
Dated:_________________________       NOTICE: The signature to this
                                      assignment must correspond with the
                                      name as written upon the face of this
                                      Certificate in every particular
                                      without alteration or enlargement or
                                      any change whatever.
_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

                                      A-6-8
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.

                                      A-6-9
<PAGE>

                                   EXHIBIT A-7

                       GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 200_-_, CLASS [F]

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.

THIS CLASS [F] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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

                                      A-7-1
<PAGE>

OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A
BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.

[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE


________________________________

(1) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.

                                      A-7-2
<PAGE>

REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.](2)

PASS-THROUGH RATE: ___%                APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION:  Set Forth on Schedule A RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $____________

DATE OF POOLING AND SERVICING          SERVICER:  ___________________________
AGREEMENT: AS OF ___________, 200_

                                       SPECIAL SERVICER:_____________________
CUT-OFF DATE: _______________, 200_

                                       TRUSTEE:_______________________________
CLOSING DATE: _______________, 200_

                                       FISCAL AGENT:_________________________
FIRST DISTRIBUTION DATE:
___________________, 200_
                                       PAYING AGENT:_________________________

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE                    CUSIP NO._______________
OF THE CLASS [F] CERTIFICATES
AS OF THE CLOSING DATE:  $________
                                       CERTIFICATE NO.:  ______

________________________________

(2) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.

                                      A-7-3
<PAGE>

                              CLASS [F] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [F] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of______________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[F] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the

                                      A-7-4
<PAGE>

aggregate amount of principal and interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such
Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums
and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [F] Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such

                                      A-7-5
<PAGE>

Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(g) of the Pooling and Servicing
Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $________initial Notional Amount and in
integral multiples of $_______in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $_______initial
Certificate Balance, and in integral multiples of $_______in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that

                                      A-7-6
<PAGE>

such action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," provided that such change shall not result
in the withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect, and such change shall not, as evidenced by an Opinion of
Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ___% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than _% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of

                                      A-7-7
<PAGE>

the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          ____________________________,
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.

                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated: ____________, 200_

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [F] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          _________________________________,
                                          Authenticating Agent

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY

                                      A-7-8
<PAGE>

                                   SCHEDULE A

              Certificate Balance of
              Definitive Certificates
              exchanged or transferred
              for, or issued in exchange
              for or upon transfer of, an      Remaining Principal
                interest in this Book-        Amount of Book-Entry    Notation
    Date          Entry Certificate                Certificate         Made By
------------  ----------------------------  -----------------------  -----------

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

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

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

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

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

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

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

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

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

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

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

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

                                      A-7-9
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                               (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                       (State)

   Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
         (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                      ________________________________________
Dated:_________________________       NOTICE: The signature to this
                                      assignment must correspond with the
                                      name as written upon the face of this
                                      Certificate in every particular
                                      without alteration or enlargement or
                                      any change whatever.
_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

                                      A-7-10
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.

                                      A-7-11
<PAGE>

                                   EXHIBIT A-8

                       GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 200_-_, CLASS [G]

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.

THIS CLASS [G] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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

                                      A-8-1
<PAGE>

OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A
BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.

[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE

__________________________________

(1) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.

                                      A-8-2
<PAGE>

REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.](2)

PASS-THROUGH RATE: ___%                APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION:  Set Forth on Schedule A RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $______________

DATE OF POOLING AND SERVICING          SERVICER:  ___________________________
AGREEMENT: AS OF____________, 200_

                                       SPECIAL SERVICER:________________________
CUT-OFF DATE: ________________, 200_

                                       TRUSTEE:_________________________________
CLOSING DATE: ________________, 200_

                                       FISCAL AGENT:____________________________
FIRST DISTRIBUTION DATE:
_________________, 200_
                                         PAYING AGENT:  ________________________

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE                      CUSIP NO.______________
OF THE CLASS [G] CERTIFICATES
AS OF THE CLOSING DATE:  $_______
                                         CERTIFICATE NO.:  ______

________________________

(2) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.

                                      A-8-3
<PAGE>

                              CLASS [G] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [G] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of _____________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[G] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the

                                      A-8-4
<PAGE>

aggregate amount of principal and interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such
Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums
and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [G] Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_______, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such

                                      A-8-6
<PAGE>

Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(g) of the Pooling and Servicing
Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $_____initial Notional Amount and in
integral multiples of $_____in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_____initial Certificate Balance, and in integral multiples of $_____in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $_______initial
Certificate Balance, and in integral multiples of $_______in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating

                                      A-8-7
<PAGE>

Agency, as evidenced by a letter from such Rating Agency to such effect; to
change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," provided that such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating assigned to
any Class of Certificates, as evidenced by a letter from each Rating Agency to
such effect, and such change shall not, as evidenced by an Opinion of Counsel,
cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ___% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

                                      A-8-7
<PAGE>

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          ____________________________,
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.

                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated: __________________, 200_

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [G] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          ___________________________,
                                          Authenticating Agent

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY

                                     A-8-8
<PAGE>

                                   SCHEDULE A

              Certificate Balance of
              Definitive Certificates
              exchanged or transferred
              for, or issued in exchange
              for or upon transfer of, an      Remaining Principal
                interest in this Book-        Amount of Book-Entry    Notation
    Date          Entry Certificate                Certificate         Made By
------------  ----------------------------  -----------------------  -----------

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

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

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

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

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

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

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

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

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

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

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

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

                                      A-8-9
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                              (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                     (State)

   Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
         (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                      ________________________________________
Dated:_________________________       NOTICE: The signature to this
                                      assignment must correspond with the
                                      name as written upon the face of this
                                      Certificate in every particular
                                      without alteration or enlargement or
                                      any change whatever.
_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

                                     A-8-10
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.

                                     A-8-11
<PAGE>

                                   EXHIBIT A-9

                       GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 200_-_, CLASS [H]

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.

THIS CLASS [H] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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

                                     A-9-1
<PAGE>

OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE FISCAL AGENT, THE EXTENSION ADVISER, THE
PLACEMENT AGENTS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH
SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A
BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON
DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.

[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE

___________________________

(1) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.

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REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.](2)

PASS-THROUGH RATE: ____%               APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: Set Forth on Schedule A  RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $___________

DATE OF POOLING AND SERVICING          SERVICER:  ___________________________
AGREEMENT: AS OF____________, 200_

                                       SPECIAL SERVICER:________________________
CUT-OFF DATE: ________________, 200_

                                       TRUSTEE:_________________________________
CLOSING DATE: ________________, 200_

                                       FISCAL AGENT:____________________________
FIRST DISTRIBUTION DATE:
_____________, 200_
                                       PAYING AGENT:  __________________________

APPROXIMATE AGGREGATE
CERTIFICATE BALANCE                    CUSIP NO.____________
OF THE CLASS [H] CERTIFICATES
AS OF THE CLOSING DATE:  $________
                                       CERTIFICATE NO.:  ______

___________________________

(2) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.

                                     A-9-3
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                              CLASS [H] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [H] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of____________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[H] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the

                                     A-9-4
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aggregate amount of principal and interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such
Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums
and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [H] Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such

                                     A-9-5
<PAGE>

Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(g) of the Pooling and Servicing
Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $________initial Notional Amount and in
integral multiples of $_______in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $_______initial
Certificate Balance, and in integral multiples of $______in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class [R] and
Class [LR] Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than __%.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that


                                     A-9-6
<PAGE>

such action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," provided that such change shall not result
in the withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect, and such change shall not, as evidenced by an Opinion of
Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ____% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of

                                     A-9-8
<PAGE>

the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          ___________________________,
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.

                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated: _______________, 200_

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [H] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          _____________________________,
                                          Authenticating Agent

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY

                                     A-9-8
<PAGE>

                                   SCHEDULE A

              Certificate Balance of
              Definitive Certificates
              exchanged or transferred
              for, or issued in exchange
              for or upon transfer of, an      Remaining Principal
                interest in this Book-        Amount of Book-Entry    Notation
    Date          Entry Certificate                Certificate         Made By
------------  ----------------------------  -----------------------  -----------

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

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

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

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

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

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                                     A-9-9
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                              (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                       (State)

   Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
         (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                      ________________________________________
Dated:_________________________       NOTICE: The signature to this
                                      assignment must correspond with the
                                      name as written upon the face of this
                                      Certificate in every particular
                                      without alteration or enlargement or
                                      any change whatever.
_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

                                     A-9-10
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.

                                     A-9-11
<PAGE>

                                  EXHIBIT A-10

                       GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 200_-_, CLASS [X]

THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS
[X] CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND
LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE CONSTITUTES
A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.](6)



[OID LEGEND]

_____________________________

(1) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.


                                     A-10-1
<PAGE>

THE PASS-THROUGH RATE ON THE CLASS X         APPROXIMATE AGGREGATE SCHEDULED
CERTIFICATES WILL BE EQUAL TO THE            PRINCIPAL BALANCE OF THE MORTGAGE
EXCESS, IF ANY, OF (i) THE WEIGHTED          LOANS AFTER DEDUCTING PAYMENTS DUE
AVERAGE NET MORTGAGE RATE OF THE             AND PREPAYMENTS RECEIVED ON OR
MORTGAGE LOANS OVER (ii) THE                 BEFORE CUT-OFF DATE: $_________
WEIGHTED AVERAGE OF THE OTHER
CERTIFICATES (OTHER THAN THE                 SERVICER:
RESIDUAL CERTIFICATES)(2)                    __________________________

DENOMINATION:  $___________
                                             SPECIAL SERVICER:__________________

DATE OF POOLING AND SERVICING                TRUSTEE:___________________________
AGREEMENT: AS OF_____________, 200_
                                             FISCAL AGENT:______________________
CUT-OFF DATE: _________________, 200_
                                             PAYING AGENT: _____________________
CLOSING DATE: _________________, 200_


FIRST DISTRIBUTION DATE:
_________________, 200_
                                             CUSIP NO.__________

APPROXIMATE AGGREGATE NOTIONAL AMOUNT
OF THE CLASS [X] CERTIFICATES AS OF          CERTIFICATE NO.:  ________
THE CLOSING DATE:  $________




_________________________

(2) As more particularly described in the Pooling and Servicing Agreement,
interest on the Class X Certificates will based upon two separate components,
each with their own Pass-Through Rate and Notional Amount.

                                     A-10-2
<PAGE>

                              CLASS [X] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [X] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of _____________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Notional Amount of the Class [X]
Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the

                                     A-10-3
<PAGE>

aggregate amount of interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement.
Holders of this Certificate will not be entitled to distributions in respect of
principal. Holders of this Certificate may be entitled to Prepayment Premiums
and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date in an amount equal to the sum
of one-month's interest at the then-applicable Pass-Through Rates on the
notional amounts of the WAC Component and the A-1 Component immediately prior to
such Distribution Date, as specified above. Interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate

                                     A-10-4
<PAGE>

for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $_______initial Notional Amount and in
integral multiples of $_______in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$________initial Certificate Balance, and in integral multiples of $______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $________initial
Certificate Balance, and in integral multiples of $_______in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent, and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
provided that such

                                     A-10-5
<PAGE>

change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect, and such change shall not, as
evidenced by an Opinion of Counsel, cause either the Upper-Tier REMIC or the
Lower-Tier REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a
Disqualified Organization or a Non-U.S. Person; and to make any other provisions
with respect to matters or questions arising under the Pooling and Servicing
Agreement which shall not be materially inconsistent with the provisions of the
Pooling and Servicing Agreement, provided, however, that such action shall not,
as evidenced by an Opinion of Counsel, adversely affect in any material respect
the interest of any Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ____% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than __% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or

                                     A-10-6
<PAGE>

be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as Certificate Registrar under the
Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          _________________________,
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.

                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated: ________________, 200_

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [X] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          _____________________________,
                                          Authenticating Agent

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY

                                     A-10-7
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                               (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                      (State)

   Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
         (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                      ________________________________________
Dated:_________________________       NOTICE: The signature to this
                                      assignment must correspond with the
                                      name as written upon the face of this
                                      Certificate in every particular
                                      without alteration or enlargement or
                                      any change whatever.
_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

                                     A-10-8
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.

                                     A-10-9
<PAGE>

                                  EXHIBIT A-11

                       GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 200_-_, CLASS [R]

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL,
STATE OR , LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON INVESTING THE
ASSETS OF A PLAN.

THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(A)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02
OF THE POOLING AND SERVICING AGREEMENT.

                                     A-11-1
<PAGE>

PERCENTAGE INTEREST EVIDENCED BY THIS  APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATE: ____%                     BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
                                       RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING          $____________
AGREEMENT: AS OF____________, 200_

                                       SERVICER:  ___________________________
CUT-OFF DATE: ________________, 200_

                                       SPECIAL SERVICER:________________________
CLOSING DATE: ________________, 200_

                                       TRUSTEE:_________________________________
FIRST DISTRIBUTION DATE:
__________________, 200_
                                       FISCAL AGENT:____________________________

CLASS R PERCENTAGE INTEREST:  ___%
                                       PAYING AGENT:  __________________________

                                       CERTIFICATE NO.:  ______

                                     A-11-2
<PAGE>

                              CLASS [R] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [R] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of______________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[R] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Class [R] Certificate is a "residual interest" in a "real
estate mortgage investment conduit," as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as
amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat,
and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes,
state and local income and franchise taxes and other taxes imposed on or
measured by income. The Holder of the largest Percentage Interest in the Class
[R] Certificates shall be the "tax matters person" for the Upper-Tier REMIC
pursuant to Treasury Regulations Section 1.860F-4(d), and the Servicer is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the "tax matters person."

                                     A-11-3
<PAGE>

            Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the Distribution Date to the Person in whose name this Certificate
is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Each Person who has or who acquires any Ownership Interest in a
Class [R] Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Paying Agent under Section 5.02(d) of the
Pooling and Servicing Agreement to deliver payments to a Person other than such
Person. The rights of each Person acquiring any

                                     A-11-4
<PAGE>

Ownership Interest in a Class [R] Certificate are expressly subject to the
following provisions: (A) No Person holding or acquiring any Ownership Interest
in a Class [R] Certificate shall be a Disqualified Organization or agent thereof
(including a nominee, middleman or similar person) (an "Agent"), a Plan or a
Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an "ERISA Prohibited Holder") or a Non-U.S. Person and shall promptly
notify the Servicer, the Trustee, Paying Agent and the Certificate Registrar of
any change or impending change to such status; (B) In connection with any
proposed Transfer of any Ownership Interest in a Class [R] Certificate, the
Certificate Registrar shall require delivery to it, and no Transfer of any Class
[R] Certificate shall be registered until the Certificate Registrar receives, an
affidavit substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1 (a "Transfer Affidavit") from the proposed Transferee,
in form and substance satisfactory to the Certificate Registrar, representing
and warranting, among other things, that such Transferee is not a Disqualified
Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Person,
and that it has reviewed the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement and agrees to be bound by them; (C) Notwithstanding the
delivery of a Transfer Affidavit by a proposed Transferee under clause (B)
above, if the Certificate Registrar has actual knowledge that the proposed
Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited
Holder or a Non-U.S. Person, no Transfer of an Ownership Interest in a Class [R]
Certificate to such proposed Transferee shall be effected; and (D) Each Person
holding or acquiring any Ownership Interest in a Class [R] Certificate shall
agree (1) to require a Transfer Affidavit from any prospective Transferee to
whom such Person attempts to transfer its Ownership Interest in such Class [R]
Certificate and (2) not to transfer its Ownership Interest in such Class [R]
Certificate unless it provides to the Certificate Registrar a letter
substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit D-2 (a "Transferor Letter") certifying that, among other things, it has
no actual knowledge that such prospective Transferee is a Disqualified
Organization, an Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Person.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $___________initial Notional Amount and
in integral multiples of $________in excess thereof, with one Certificate of
such Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$________initial Certificate Balance, and in integral multiples of $______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $__________initial
Certificate Balance, and in integral multiples of $_______in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the

                                     A-11-5
<PAGE>

Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any provisions to such extent as is necessary to maintain
the qualification of either the Upper-Tier REMIC or the Lower-Tier REMIC as a
REMIC to avoid or minimize the imposition of any tax, provided, however, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and such action is necessary or desirable to avoid such tax and such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to change the timing and/or nature of deposits into the Certificate
Account or Distribution Account or REO Account or to change the name in which
the Certificate Account is maintained, provided, however, that the P&I Advance
Date shall not be later than the related Distribution Date, an Opinion of
Counsel is obtained to the effect that such action shall not adversely affect in
any material respect the interest of any Certificateholder and that such action
will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," provided that such change shall not result
in the withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect, and such change shall not, as evidenced by an Opinion of
Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ___% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in

                                     A-11-6
<PAGE>

respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than __% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          __________________________,
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.

                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated: ______________, 200_

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [R] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          ____________________________,
                                          Authenticating Agent


                                     A-11-7
<PAGE>

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY


                                     A-11-8
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                              (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                      (State)

   Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
         (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                      ________________________________________
Dated:_________________________       NOTICE: The signature to this
                                      assignment must correspond with the
                                      name as written upon the face of this
                                      Certificate in every particular
                                      without alteration or enlargement or
                                      any change whatever.
_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

                                     A-11-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.

                                     A-11-10
<PAGE>

                                  EXHIBIT A-12

                       GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                            SERIES 200_-_, CLASS [LR]

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON INVESTING THE
ASSETS OF A PLAN.

THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(A)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02
OF THE POOLING AND SERVICING AGREEMENT.

                                     A-12-1
<PAGE>

PERCENTAGE INTEREST EVIDENCED BY THIS  APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATE: __%                       BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
                                       RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING          $____________
AGREEMENT: AS OF _____________, 200_

                                       SERVICER:  ___________________________
CUT-OFF DATE: _________________, 200_

                                       SPECIAL SERVICER:________________________
CLOSING DATE: _________________, 200_

                                       TRUSTEE:_________________________________
FIRST DISTRIBUTION DATE:
________________, 200_
                                       FISCAL AGENT:____________________________

CLASS LR PERCENTAGE INTEREST:  ___%
                                       PAYING AGENT:  __________________________

                                       CERTIFICATE NO.:  ______

                                     A-12-2
<PAGE>

                             CLASS [LR] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate commercial and multifamily mortgage loans (the "Mortgage
Loans"), all payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee's rights under the Insurance Policies, any Assignment of
Leases, and any guaranties, escrow accounts or other collateral as security for
the Mortgage Loans, and such amounts as shall from time to time be held in the
Certificate Account, the Distribution Accounts, and the REO Accounts, formed and
sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [LR] Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of______________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[LR] Certificates. The Certificates are designated as the GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 1997-2 and
are issued in [twelve] Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Class [LR] Certificate is a "residual interest" in a "real
estate mortgage investment conduit," as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as
amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat,
and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes,
state and local income and franchise taxes and other taxes imposed on or
measured by income. The Holder of the largest Percentage Interest in the Class
[LR] Certificates shall be the "tax matters person" for the Lower-Tier REMIC
pursuant to Treasury Regulations Section 1.860F-4(d), and the Servicer is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the "tax matters person."

                                     A-12-3
<PAGE>

            Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the Distribution Date to the Person in whose name this Certificate
is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Each Person who has or who acquires any Ownership Interest in a
Class [LR] Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Paying Agent under Section 5.02(d) of the
Pooling and Servicing Agreement to deliver payments to a Person other than such
Person. The rights of each Person acquiring any

                                     A-12-4
<PAGE>

Ownership Interest in a Class [LR] Certificate are expressly subject to the
following provisions: (A) No Person holding or acquiring any Ownership Interest
in a Class [LR] Certificate shall be a Disqualified Organization or agent
thereof (including a nominee, middleman or similar person) (an "Agent"), a Plan
or a Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an "ERISA Prohibited Holder") or a Non-U.S. Person and shall promptly
notify the Servicer, the Trustee, Paying Agent and the Certificate Registrar of
any change or impending change to such status; (B) In connection with any
proposed Transfer of any Ownership Interest in a Class [LR] Certificate, the
Certificate Registrar shall require delivery to it, and no Transfer of any Class
[LR] Certificate shall be registered until the Certificate Registrar receives,
an affidavit substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1 (a "Transfer Affidavit") from the proposed Transferee,
in form and substance satisfactory to the Certificate Registrar, representing
and warranting, among other things, that such Transferee is not a Disqualified
Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Person,
and that it has reviewed the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement and agrees to be bound by them; (C) Notwithstanding the
delivery of a Transfer Affidavit by a proposed Transferee under clause (B)
above, if the Certificate Registrar has actual knowledge that the proposed
Transferee is a Disqualified Organization or an Agent thereof, an ERISA
Prohibited Holder or a Non-U.S. Person, no Transfer of an Ownership Interest in
a Class [LR] Certificate to such proposed Transferee shall be effected; and (D)
Each Person holding or acquiring any Ownership Interest in a Class [LR]
Certificate shall agree (1) to require a Transfer Affidavit from any prospective
Transferee to whom such Person attempts to transfer its Ownership Interest in
such Class [LR] Certificate and (2) not to transfer its Ownership Interest in
such Class [LR] Certificate unless it provides to the Certificate Registrar a
letter substantially in the form attached to the Pooling and Servicing Agreement
as Exhibit D-2 (a "Transferor Letter") certifying that, among other things, it
has no actual knowledge that such prospective Transferee is a Disqualified
Organization, an Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Person.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $________initial Notional Amount and in
integral multiples of $_______in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$_______initial Certificate Balance, and in integral multiples of $_______in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $_____initial Certificate
Balance, and in integral multiples of $_______in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class [R] and
Class [LR] Certificates will be issued in fully registered, certificated form,
in Denominations representing Percentage Interests of not less than __%.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the

                                     A-12-5
<PAGE>

Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be inconsistent with any other provisions
herein or therein or to correct any error; to maintain the rating or ratings
assigned to each Class of Certificates by each Rating Agency; to modify,
eliminate or add to any provisions to such extent as is necessary to maintain
the qualification of either the Upper-Tier REMIC or the Lower-Tier REMIC as a
REMIC to avoid or minimize the imposition of any tax, provided, however, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and such action is necessary or desirable to avoid such tax and such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to change the timing and/or nature of deposits into the Certificate
Account or Distribution Account or REO Account or to change the name in which
the Certificate Account is maintained, provided, however, that the P&I Advance
Date shall not be later than the related Distribution Date, an Opinion of
Counsel is obtained to the effect that such action shall not adversely affect in
any material respect the interest of any Certificateholder and that such action
will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," provided that such change shall not result
in the withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect, and such change shall not, as evidenced by an Opinion of
Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ___% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in

                                     A-12-6
<PAGE>

respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than __% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          ______________________________,
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.

                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated: ________________, 200_

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [LR] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          _____________________________,
                                          Authenticating Agent


                                     A-12-7
<PAGE>


                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY


                                     A-12-8
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                               (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                     (State)

   Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
         (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                      ________________________________________
Dated:_________________________       NOTICE: The signature to this
                                      assignment must correspond with the
                                      name as written upon the face of this
                                      Certificate in every particular
                                      without alteration or enlargement or
                                      any change whatever.
_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

                                     A-12-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.

                                     A-12-10
<PAGE>

                                 EXHIBIT [A-13]

                       GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                           SERIES 200_-_, CLASS [A-1A]

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.] (7)

PASS-THROUGH RATE: ____%               APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION:  $____________           RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $_________________

DATE OF POOLING AND SERVICING
AGREEMENT: AS OF ________, 200_        SERVICER:
                                       ___________________________________

CUT-OFF DATE:  ____________, 200_
                                       SPECIAL SERVICER:__________________

CLOSING DATE:  ____________, 200_
                                       TRUSTEE:____________________________

FIRST DISTRIBUTION DATE:
____________, 200_                     FISCAL AGENT:_______________________

APPROXIMATE AGGREGATE                  PAYING AGENT:______________________
CERTIFICATE BALANCE
OF THE CLASS [A-1A] CERTIFICATES
AS OF THE CLOSING DATE:  $_______      CUSIP NO._________

                                       CERTIFICATE NO.:  _______

____________________________

(1) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.

                                     A-13-1
<PAGE>

                            CLASS [A-1A] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Accounts, and the REO
Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [A-1A] Certificates issued by the Trust Fund created pursuant to the
Pooling and Servicing Agreement, dated as of __________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[A-1A] Certificates. The Certificates are designated as the GE Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
200_-_ and are issued in twelve Classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the

                                     A-13-2
<PAGE>

aggregate amount of principal and interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such
Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums
and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [A-1A]
Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to
this Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such

                                     A-13-3
<PAGE>

Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(g) of the Pooling and Servicing
Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $______ initial Notional Amount and in
integral multiples of $_____ in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$____initial Certificate Balance, and in integral multiples of $______in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $________ initial
Certificate Balance, and in integral multiples of $_______in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to the effect that
such action shall not adversely affect in any material respect the interest of
any Certificateholder and such action is necessary or desirable to avoid such
tax and such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that

                                     A-13-4
<PAGE>

such action will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," provided that such change shall not result
in the withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect, and such change shall not, as evidenced by an Opinion of
Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ______% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than _% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of

                                     A-13-5
<PAGE>

the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          ____________________________________,
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.

                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated:__________, 200_

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [A-1A] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          ____________________________________,
                                          Authenticating Agent

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY

                                     A-13-6
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                              (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                      (State)

   Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
         (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                      ________________________________________
Dated:_________________________       NOTICE: The signature to this
                                      assignment must correspond with the
                                      name as written upon the face of this
                                      Certificate in every particular
                                      without alteration or enlargement or
                                      any change whatever.
_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

                                     A-13-7
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.

                                     A-13-8
<PAGE>

                                 [EXHIBIT [A-14]

                       GE COMMERCIAL MORTGAGE CORPORATION

                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                          SERIES 200_-_, CLASS [A-3FL]

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR 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.](8)

THE PASS-THROUGH RATE ON THIS CERTIFICATE IS BASED UPON LIBOR AND THEREFORE IS
SUBJECT TO CHANGE OVER TIME BASED UPON CHANGES IN THE RATE OF LIBOR. IN
ADDITION, THE PASS-THROUGH RATE ON THIS CLASS A-3FL CERTIFICATE MAY CONVERT TO A
FIXED PER ANNUM RATE UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE POOLING AND
SERVICING AGREEMENT.

PASS-THROUGH RATE:  LIBOR + [__]%      APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
                                       BALANCE OF THE MORTGAGE LOANS AFTER
                                       DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION:  $____________           RECEIVED ON OR BEFORE CUT-OFF DATE:
                                       $_________________

DATE OF POOLING AND SERVICING
AGREEMENT: AS OF ________, 200_        SERVICER: _________________________

CUT-OFF DATE:  ____________, 200_
                                       SPECIAL SERVICER:__________________

CLOSING DATE:  ____________, 200_
                                       TRUSTEE:____________________________

FIRST DISTRIBUTION DATE:
____________, 200_                     FISCAL AGENT:_______________________

_____________________________

1)    If this Certificate represents a Book-Entry Certificate registered in the
      name of Cede & Co., it shall have this legend.

                                     A-14-1
<PAGE>

APPROXIMATE AGGREGATE                  PAYING AGENT:______________________
CERTIFICATE BALANCE
OF THE CLASS [A-3FL] CERTIFICATES
AS OF THE CLOSING DATE:  $_______      CUSIP NO._________

                                       CERTIFICATE NO.:  _______

                            CLASS [A-3FL] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of fixed rate, commercial and multifamily mortgage loans (the
"Mortgage Loans"), all payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date, all REO Properties and revenues received in
respect thereof, the mortgagee's rights under the Insurance Policies, any
Assignment of Leases, and any guaranties, escrow accounts or other collateral as
security for the Mortgage Loans, and such amounts as shall from time to time be
held in the Certificate Account, the Distribution Accounts, and the REO
Accounts, formed and sold by

                       GE COMMERCIAL MORTGAGE CORPORATION

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

THIS CERTIFIES THAT __________________

is the registered owner of the interest evidenced by this Certificate in the
Class [A-3FL] Certificates issued by the Trust Fund created pursuant to the
Pooling and Servicing Agreement, dated as of __________, 200_ (the "Pooling and
Servicing Agreement"), among GE Commercial Mortgage Corporation (hereinafter
called the "Depositor," which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
[A-3FL] Certificates. The Certificates are designated as the GE Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
200_-_ and are issued in twelve Classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.

            This Certificate represents a "beneficial interest" in a in a
portion of a grantor trust under subpart E, Part I of subchapter J of the
Internal Revenue Code of 1986, as amended, which portion consists of the

                                     A-14-2
<PAGE>

Class A-3FL Regular Interest, the Class A-3FL Swap Contract and the Class A-3FL
Floating Rate Account. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this
Certificate in accordance with the preceding sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.

            Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class [A-3FL]
Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to
this Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.

            All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing as least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $_________, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for

                                     A-14-3
<PAGE>

cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class [X] Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of not less than $______ initial Notional Amount and in
integral multiples of $_____ in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class [X] Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$____initial Certificate Balance, and in integral multiples of $______in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $________ initial
Certificate Balance, and in integral multiples of $_______in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to
the remainder of the initial Certificate Balance of such Class. The Class [R]
and Class [LR] Certificates will be issued in fully registered, certificated
form, in Denominations representing Percentage Interests of not less than __%.

            No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.

            The Depositor, the Trustee, the Fiscal Agent, the Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar
nor any such agents shall be affected by any notice to the contrary.

            The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the
Trustee, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of either the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of
any tax, provided, however, an Opinion of Counsel is obtained to

                                     A-14-4
<PAGE>

the effect that such action shall not adversely affect in any material respect
the interest of any Certificateholder and such action is necessary or desirable
to avoid such tax and such action will not result in the withdrawal, downgrade
or qualification of the then-current rating by any Rating Agency, as evidenced
by a letter from such Rating Agency to such effect; to change the timing and/or
nature of deposits into the Certificate Account or Distribution Account or REO
Account or to change the name in which the Certificate Account is maintained,
provided, however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not result in the withdrawal, downgrade or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect, and such change
shall not, as evidenced by an Opinion of Counsel, cause either the Upper-Tier
REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; and to make any other
provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interest of any Certificateholder not consenting thereto.

            The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and
the Trustee with the consent of the Holders of Certificates representing not
less than ______% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of such Certificateholder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates of such Class then
      outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of such Class then
      outstanding; or

            (iv) amend Section 11.01.

            No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.

            Any of the Servicer, Special Servicer, the Holders of the
Controlling Class or the Holders of the Class [LR] Certificates (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than _% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.

                                     A-14-5
<PAGE>

            The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          ____________________________________,
                                          not in its individual
                                          capacity but solely as
                                          Certificate Registrar under
                                          the Pooling and Servicing
                                          Agreement.

                                          By:   ___________________________
                                                AUTHORIZED OFFICER

Dated:__________, 200_

                          CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS [A-3FL] CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          __________________________________,
                                          Authenticating Agent

                                          By:   ___________________________
                                                AUTHORIZED SIGNATORY

                                     A-14-6
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  -  as tenant in common           UNIF GIFT MIN ACT __________ Custodian
                                                              (Cust)
TEN ENT  -  as tenants by the entireties
                                          Under Uniform Gifts to Minors
JT TEN   -  as joint tenants with rights
            of survivorship and not as
            tenants in common             Act __________________________
                                                     (State)

   Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
         (Please insert Social Security or other identifying number of Assignee)

________________________________________________________________________________
            (Please print or typewrite name and address of assignee)

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.

                                      ________________________________________
Dated:_________________________       NOTICE: The signature to this
                                      assignment must correspond with the
                                      name as written upon the face of this
                                      Certificate in every particular
                                      without alteration or enlargement or
                                      any change whatever.
_______________________________
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.

                                     A-14-7
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.]

                                     A-14-8
<PAGE>

                                    EXHIBIT C

                   FORM OF INVESTMENT REPRESENTATION LETTER

_______________________________,
   as Certificate Registrar

Attention:

GE Commercial Mortgage Corporation
125 Madison Avenue
New York, New York  10017

            Re:   Transfer of GE Commercial Mortgage Corporation,
                  Commercial Mortgage Pass-Through Certificates, Series 200_-2
                  ------------------------------------------------------------

Ladies and Gentlemen:

            This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of ____________, 200_ (the "Pooling and Servicing
Agreement"), by and among GE Commercial Mortgage Corporation, as Depositor,
_____________________, as Servicer, __________________, as Special Servicer,
________________, as Fiscal Agent and _______________, as Trustee on behalf of
the holders of GE Commercial Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 200_-_ (the "Certificates") in connection with
the transfer by _________________ (the "Seller") to the undersigned (the
"Purchaser") of $_______________ aggregate Certificate Balance of Class ___
Certificates (the "Certificate"). Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Pooling and Servicing Agreement.

            In connection with such transfer, the Purchaser hereby represents
and warrants to you and the addressees hereof as follows:

            1. Check one of the following:*

            [ ]   The Purchaser is an institutional "accredited investor" (an
                  entity meeting the requirements of Rule 501(a)(1), (2), (3) or
                  (7) of Regulation D under the Securities Act of 1933, as
                  amended (the "1933 Act")) and has such knowledge and
                  experience in financial and business matters as to be capable
                  of evaluating the merits and risks of its investment in the
                  Certificates, and the Purchaser and any accounts for which it
                  is acting are each able to bear the economic risk of the
                  Purchaser's or such account's


____________________________

* Purchaser must include one of the following two certifications.
                                       C-1
<PAGE>

                  investment. The Purchaser is acquiring the Certificates
                  purchased by it for its own account or for one or more
                  accounts (each of which is an "institutional accredited
                  investor") as to each of which the Purchaser exercises sole
                  investment discretion. The Purchaser hereby undertakes to
                  reimburse the Trust Fund for any costs incurred by it in
                  connection with this transfer.

            [ ]   The Purchaser is a "qualified institutional buyer" within the
                  meaning of Rule 144A ("Rule 144A") promulgated under the
                  Securities Act of 1933, as amended (the "1933 Act"). The
                  Purchaser is aware that the transfer is being made in reliance
                  on Rule 144A, and the Purchaser has had the opportunity to
                  obtain the information required to be provided pursuant to
                  paragraph (d)(4)(i) of Rule 144A.

            2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account or (b) for resale to (i) "qualified
institutional buyers" in transactions under Rule 144A, and not in any event with
the view to, or for resale in connection with, any distribution thereof, or (ii)
to institutional "accredited investors" meeting the requirements of Rule
501(a)(1), (2), (3) or (7) of Regulation D promulgated under the 1933 Act,
pursuant to any other exemption from the registration requirements of the 1933
Act, subject in the case of this clause (ii) to (w) the receipt by the
Certificate Registrar of a letter substantially in the form hereof, (x) the
receipt by the Certificate Registrar of an opinion of counsel acceptable to the
Certificate Registrar that such reoffer, resale, pledge or transfer is in
compliance with the 1933 Act, (y) the receipt by the Certificate Registrar of
such other evidence acceptable to the Certificate Registrar that such reoffer,
resale, pledge or transfer is in compliance with the 1933 Act and other
applicable laws, and (z) a written undertaking to reimburse the Trust for any
costs incurred by it in connection with the proposed transfer. The Purchaser
understands that the Certificate (and any subsequent Certificate) has not been
registered under the 1933 Act, by reason of a specified exemption from the
registration provisions of the 1933 Act which depends upon, among other things,
the bona fide nature of the Purchaser's investment intent (or intent to resell
to only certain investors in certain exempted transactions) as expressed herein.

            3. The Purchaser has reviewed the Private Placement Memorandum
relating to the Certificates (the "Private Placement Memorandum") and the
agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Private Placement Memorandum.

            4. The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the 1933 Act or the securities laws of any State or any other
jurisdiction, and that the Certificate cannot be resold unless it is registered
or qualified thereunder or unless an exemption from such registration or
qualification is available.

            5. The Purchaser hereby undertakes to be bound by the terms and
conditions of the Pooling and Servicing Agreement in its capacity as an owner of
a Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a

                                      C-2
<PAGE>

signatory thereto. This undertaking is made for the benefit of the Trust, the
Certificate Registrar and all Certificateholders present and future.

            6. The Purchaser will not sell or otherwise transfer any portion of
the Certificate or Certificates, except in compliance with Section 5.02 of the
Pooling and Servicing Agreement.

            7. Check one of the following:*

[ ]         The Purchaser is a U.S. Person (as defined below) and it has
            attached hereto an Internal Revenue Service ("IRS") Form W-9 (or
            successor form).

[ ]         The Purchaser is not a U.S. Person and under applicable law in
            effect on the date hereof, no taxes will be required to be withheld
            by the Trustee (or its agent) or the Paying Agent with respect to
            distributions to be made on the Certificate. The Purchaser has
            attached hereto either (i) a duly executed IRS Form W-8 (or
            successor form), which identifies such Purchaser as the beneficial
            owner of the Certificate and states that such Purchaser is not a
            U.S. Person or (ii) two duly executed copies of IRS Form 4224 (or
            successor form), which identify such Purchaser as the beneficial
            owner of the Certificate and state that interest and original issue
            discount on the Certificate and Permitted Investments is, or is
            expected to be, effectively connected with a U.S. trade or business.
            The Purchaser agrees to provide to the Certificate Registrar updated
            IRS Forms W-8 or IRS Forms 4224, as the case may be, any applicable
            successor IRS forms, or such other certifications as the Certificate
            Registrar may reasonably request, on or before the date that any
            such IRS form or certification expires or becomes obsolete, or
            promptly after the occurrence of any event requiring a change in the
            most recent IRS form of certification furnished by it to the
            Certificate Registrar.

For this purpose, "U.S. Person" means a citizen or resident of the United States
for U.S. federal income tax purposes, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any of its
political subdivisions, or an estate the income of which is subject to U.S.
federal income taxation regardless of its source or a trust if (A) for taxable
years beginning after _____________, 200_ (or for taxable years ending after
August 20, 1997, if the trustee has made an application election), a court
within the United States is able to exercise primary supervision over the
administration of such trust, and one or more United States fiduciaries have the
authority to control all substantial decisions of such trust, or (B) for all
other taxable years, such trust is subject to United States federal income tax
regardless of the source of its income.

______________________________

* Each Purchaser must include one of the two alternative certifications.

                                      C-3
<PAGE>

8. Please make all payments due on the Certificates:**

[ ]         (a) by wire transfer to the following account at a bank or entity in
            New York, New York, having appropriate facilities therefore:

      Bank: ___________________________________
      ABA#: ___________________________________
      Account #:  _____________________________
      Attention:  _____________________________

[ ]         (b) by mailing a check or draft to the following address:

      _________________________________________
      _________________________________________
      _________________________________________

                                Very truly yours,

                                ______________________________________
                                          [The Purchaser]

                                By:___________________________________
                                   Name:
                                   Title

Dated:

_________________________________

**    Only to be filled out by Purchasers of Definitive Certificates. Please
      select (a) or (b). For holders of Definitive Certificates, wire transfers
      are only available if such holder's Definitive Certificates have an
      aggregate Certificate Balance or Notional Amount, as applicable, of at
      least U.S. $5,000,000.

                                      C-4
<PAGE>

                                   EXHIBIT D-1

                           FORM OF TRANSFER AFFIDAVIT

                                                  AFFIDAVIT     PURSUANT    TO
                                                  SECTION  860E(e)(4)  OF  THE
                                                  INTERNAL   REVENUE  CODE  OF
                                                  1986, AS AMENDED

STATE OF          )
                  )  ss:
COUNTY OF         )

            [NAME OF OFFICER], being first duly sworn, deposes and says:

            1. That [he] [she] is [Title of Officer] of [Name of Transferee]
(the "Transferee"), a [description of type of entity] duly organized and
existing under the laws of the [State of __________] [United States], on behalf
of which he makes this affidavit.

            2. That the Transferee's Taxpayer Identification Number is [ ].

            3. That the Transferee of a GE Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificate, Series 200_-_, Class [R] [LR]
Certificate (the "Class [R] [LR] Certificate") is not a Disqualified
Organization (as defined below) or an agent thereof (including nominee,
middleman or other similar person) (an "Agent"), an ERISA Prohibited Holder or a
Non-U.S. Person (as defined below). For these purposes, a "Disqualified
Organization" means 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 which is
a corporation if all of its activities are subject to tax and, 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) which 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 Servicer based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Residual Certificate by such
Person may cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions. For
these purposes, "ERISA Prohibited Holder" means an employee benefit plan subject
to Title I of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or section 4975 of the Code or any governmental plan (as defined in
Section 3(32) of ERISA) subject to any federal, state or local law which is, to
a material extent, similar to the foregoing provisions of ERISA or the Code
(each, a "Plan") or a person

                                     D-1-1
<PAGE>

investing in the assets of such a Plan. For these purposes, "Non-U.S. Person"
means any person other than a U.S. Person, unless, with respect to the Transfer
of a Residual Certificate, (i) such person holds such Residual Certificate in
connection with the conduct of a trade or business within the United States and
furnishes the Transferor and the Certificate Registrar with an effective
Internal Revenue Service Form 4224 or (ii) the Transferee delivers to both the
Transferor and the Certificate Registrar an opinion of a nationally recognized
tax counsel to the effect that such Transfer is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such Transfer of the Residual Certificate will not be disregarded for federal
income tax purposes.

            4. That the Transferee historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Transferee intends to pay taxes associated with holding the Class [R] [LR]
Certificate as they become due.

            5. That the Transferee understands that it may incur tax liabilities
with respect to the Class [R] [LR] Certificate in excess of any cash flow
generated by the Class [R] [LR] Certificate.

            6. That the Transferee agrees not to transfer the Class [R] [LR]
Certificate to any Person or entity unless (a) the Transferee has received from
such Person or entity an affidavit substantially in the form of this Transfer
Affidavit and (b) the Transferee provides to the Certificate Registrar a letter
substantially in the form of Exhibit D-2 to the Pooling and Servicing Agreement
certifying that it has no actual knowledge that such Person or entity is a
Disqualified Organization or an Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person and that it has no reason to know that such Person or entity
does not satisfy the requirements set forth in paragraph 4 hereof.

            7. That the Transferee agrees to such amendments of the Pooling and
Servicing Agreement dated as of____________, 200_ among GE Commercial Mortgage
Corporation, as Depositor, _____________________, as Servicer, __________, as
Special Servicer, ________________, as Trustee and ___________________, as
Fiscal Agent (the "Pooling and Servicing Agreement"), as may be required to
further effectuate the restrictions on transfer of the Class [R] [LR]
Certificate to such a Disqualified Organization or an Agent thereof, an ERISA
Prohibited Holder or a Non-U.S. Person. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.

            8. That, if a "tax matters person" is required to be designated with
respect to the [Upper-Tier REMIC] [Lower-Tier REMIC], the Transferee agrees to
act as "tax matters person" and to perform the functions of "tax matters person"
of the [Upper-Tier REMIC] [Lower-Tier REMIC] pursuant to Section 10.01(c) of the
Pooling and Servicing Agreement, and agrees to the irrevocable designation of
the Servicer as the Transferee's agent in performing the function of "tax
matters person."

            9. The Transferee has reviewed, and agrees to be bound by and to
abide by, the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement concerning registration of the transfer and exchange of Class [R] [LR]
Certificates.

                                     D-1-2
<PAGE>

            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, by its [Title of Officer] this _____ day of __________,
200_.

                                          [NAME OF TRANSFEREE]


                                          By:
                                                [Name of Officer]
                                                [Title of Officer]


                                     D-1-3
<PAGE>

            Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Transferee, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Transferee.

            Subscribed and sworn before me this ___ day of __________, 200_.

____________________________________
NOTARY PUBLIC

COUNTY OF __________________________

STATE OF ___________________________

My commission expires the ___ day of __________, 200_.


                                     D-1-4
<PAGE>
                                   EXHIBIT D-2

                            FORM OF TRANSFEROR LETTER

                                     [Date]

______________________________,
  as Certificate Registrar

Attention:

Re:   GE Commercial Mortgage Corporation, Commercial
      Mortgage Pass-Through Certificates, Series 200_-_
      -------------------------------------------------
Ladies and Gentlemen:

            [Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the requirements set forth in paragraphs 3 and 4 thereof are not
satisfied or that the information contained in paragraphs 3 and 4 thereof is not
true.

                                          Very truly yours,

                                          [Transferor]


                                          ____________________


                                     D-2-1
<PAGE>

                                    EXHIBIT E

                             (INTENTIONALLY DELETED)


                                      E-1
<PAGE>

                                    EXHIBIT F

                               REQUEST FOR RELEASE

                                                __________[Date]

[TRUSTEE]

            Re:   GE Commercial Mortgage Corporation,
                  Commercial Mortgage Pass-Through Certificates, Series
                  200_-_,
                  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 _________, 200_ (the "Pooling and Servicing Agreement"), by and
among GE Commercial Mortgage Corporation, as depositor, _______________, as
Fiscal Agent, [the undersigned, as servicer ("the Servicer"),
_______________________, as special servicer, ___________________________, as
servicer, the undersigned, as special servicer (the "Special Servicer"), and
you, as trustee, the undersigned hereby requests a release of the Mortgage File
(or the portion thereof specified below) held by or on behalf of you as Trustee
with respect to the following described Mortgage Loan for the reason indicated
below.

Mortgagor's Name:

Address:

Loan No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting file (or portion thereof):

            ______1.    Mortgage Loan paid in full. The [Servicer] [Special
                        Servicer] hereby certifies that all amounts received in
                        connection with the Mortgage Loan have been or will be
                        credited to the Certificate Account pursuant to the
                        Pooling and Servicing Agreement.

            ______2.    The Mortgage Loan is being foreclosed.

            ______3.    Other.  (Describe)


                                      F-1
<PAGE>

            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage 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 Mortgage 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.

                                    [SERVICER] [SPECIAL SERVICER]


                                       By: ____________________________________
                                        Name: _________________________________
                                        Title: ________________________________


                                      F-2
<PAGE>

                                    EXHIBIT G

                       FORM OF ERISA REPRESENTATION LETTER

_______________________________,



Attention:

GE Commercial Mortgage Corporation
125 Madison Avenue
New York, New York  10017
Attention:

            Re:   Transfer of GE Commercial Mortgage Corporation, Commercial
                  Mortgage Pass-Through Certificates, Series 200_-_

Ladies and Gentlemen:

            The undersigned (the "Purchaser") proposes to purchase $____________
initial Certificate Balance of GE Commercial Mortgage Corporation, Commercial
Mortgage Pass-Through Certificates, Series 200_-_, Class __ (the "Certificate")
issued pursuant to that certain Pooling and Servicing Agreement, dated as
of____________, 200_ (the "Pooling and Servicing Agreement"), by and among GE
Commercial Mortgage Corporation, as depositor (the "Depositor"),
___________________________, as servicer (the "Servicer"),______________, as
special servicer (the "Special Servicer"), ________________, as fiscal agent
(the "Fiscal Agent") and _________, as trustee (the "Trustee"). Capitalized
terms used and not otherwise defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.

            In connection with such transfer, the undersigned hereby represents
and warrants to you as follows:

            1. The Purchaser is not (a)(i) an employee benefit plan subject to
the fiduciary responsibility provisions of ERISA, (ii) or Section 4975 of the
Code or (iii) a governmental plan, as defined in Section 3(32) of ERISA, subject
to any federal, state or local law ("Similar Law") which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (each a "Plan")
or (b) a person acting on behalf of or using the assets of any such plan
(including an entity whose underlying assets include plan assets by reason of
investment in the entity by such Plan and the application of Department of Labor
Regulation ss. 2510.3-101, other than an insurance company using assets of its
general account under circumstances whereby the purchase and holding of such
Certificates by such insurance company (i) would be exempt from the prohibited
transaction provisions of ERISA and the Code under Prohibited Transaction Class
Exemption 95-60.

                                      G-1
<PAGE>

            2. The Purchaser understands that if the Purchaser is a Person
referred to in 1(a) or (b) above, an Opinion of Counsel in form and substance
satisfactory to the Certificate Registrar and the Depositor to the effect that
the acquisition and holding of such Certificate by such purchaser or transferee
will not result in the assets of the Trust Fund being deemed to be "plan assets"
and subject to the fiduciary responsibility provisions of ERISA, the prohibited
transaction provisions of the Code or the provisions of any Similar Law, will
not constitute or result in a "prohibited transaction" within the meaning of
ERISA, Section 4975 of the Code or any Similar Law, and will not subject the
Trustee, the Certificate Registrar, the Servicer, the Special Servicer, the
Fiscal Agent, the Extension Adviser, the Underwriter or the Depositor to any
obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law).

            IN WITNESS  WHEREOF,  the  Purchaser  hereby  executes  this ERISA
Representation Letter on the ___th day of _____, ____.

                                       Very truly yours,


                                       _________________________________________
                                                [The Purchaser]

                                       By:
                                             Name:
                                             Title:


                                      G-2
<PAGE>

                                    EXHIBIT H

                       FORM OF DISTRIBUTION DATE STATEMENT



                                       H-1